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Designated Filer:
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Basswood Capital Management, L.L.C.
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Issuer & Ticker Symbol:
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Regional Management Corp. [RM]
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Date of Event Requiring Statement:
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August 17, 2021
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1.
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This Form 4 is filed on behalf of Matthew Lindenbaum, Bennett Lindenbaum, Basswood Capital Management,
L.L.C. (“BCM”), Basswood Partners, L.L.C. (“Partners”), Basswood Opportunity Partners, LP (“BOP”), Basswood Opportunity Fund, Inc. (“BOF”), Basswood Financial Fund, LP (“BFF”) and Basswood Financial Long Only Fund, LP (“BFLOF”)
(collectively, the “Reporting Persons”). BCM is the investment manager or adviser to BOP, BOF, BFF and BFLOF (collectively, the “Funds”) and certain separate managed accounts managed by BCM (the “Managed Accounts”) and may be deemed to
have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts. Partners is the general partner of BFF, BOP and BFLOF, and may be deemed to have a pecuniary interest in the Common Stock held
directly by BFF, BOP and BFLOF. Matthew Lindenbaum and Bennett Lindenbaum are the managing members of BCM and may be deemed to have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts,
and also directly hold shares of Common Stock. In accordance with Instruction 4(b)(iv), the entire amount of Common Stock held by the Funds or Managed Accounts are reported herein. Each Reporting Person disclaims beneficial ownership
of all shares of Common Stock that are beneficially owned by the Funds or Managed Accounts, except to the extent of any direct or indirect pecuniary interest therein. BCM and Partners also disclaim beneficial ownership of the shares
held directly by Matthew Lindenbaum and Bennett Lindenbaum. Matthew Lindenbaum and Bennett Lindenbaum each disclaim beneficial ownership of the shares held directly by the other. The inclusion of these securities in this report shall
not be deemed an admission of beneficial ownership of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise.
Jonathan D. Brown, a senior analyst at BCM, serves on the board of directors of the Issuer as a
representative of the Reporting Persons. As a result, each of the Reporting Persons is a “director-by-deputization” solely for purposes of Section 16 of the Exchange Act. By reason of the provisions of Rule 16a-1 of the Exchange Act,
each of the Reporting Persons may be deemed to be a beneficial owner of the shares of Common Stock issued to Jonathan D. Brown. Each Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially
owned by Jonathan D. Brown.
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2.
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Common Stock held directly by certain of the Managed Accounts.
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3.
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Common Stock held directly by BOP.
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4.
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Common Stock held directly by BOF.
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5.
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Common Stock held directly by BFF.
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6.
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Common Stock held directly by BFLOF.
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7.
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Common Stock held directly by Jonathan D. Brown.
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Designated Filer:
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Basswood Capital Management, L.L.C.
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Issuer & Ticker Symbol:
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Regional Management Corp. [RM]
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Date of Event Requiring Statement:
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August 17, 2021
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Joint Filers:
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1. Name:
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Matthew Lindenbaum
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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2. Name:
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Bennett Lindenbaum
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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3. Name:
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Basswood Capital Management, L.L.C.
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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4. Name:
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Basswood Partners, L.L.C.
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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5. Name:
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Basswood Opportunity Partners, LP
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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6. Name:
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Basswood Opportunity Fund, Inc.
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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Designated Filer:
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Basswood Capital Management, L.L.C.
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Issuer & Ticker Symbol:
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Regional Management Corp. [RM]
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Date of Event Requiring Statement:
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August 17, 2021
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7. Name:
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Basswood Financial Fund, LP
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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8. Name:
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Basswood Financial Long Only Fund, LP
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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Designated Filer:
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Basswood Capital Management, L.L.C.
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Issuer & Ticker Symbol:
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Regional Management Corp. [RM]
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Date of Event Requiring Statement:
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August 17, 2021
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| /s/ Matthew Lindenbaum | ||
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Matthew Lindenbaum
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| /s/ Bennett Lindenbaum | ||
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Bennett Lindenbaum
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Basswood Capital Management, L.L.C.
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By:
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/s/ Matthew Lindenbaum | |
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Name: Matthew Lindenbaum
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Title: Managing Member
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Basswood Partners, L.L.C.
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| By: |
/s/ Matthew Lindenbaum | |
| Name: Matthew Lindenbaum | ||
| Title: Managing Member | ||
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Designated Filer:
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Basswood Capital Management, L.L.C.
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Issuer & Ticker Symbol:
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Regional Management Corp. [RM]
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Date of Event Requiring Statement:
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August 17, 2021
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Basswood Opportunity Partners, LP
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By: Basswood Capital Management, L.L.C.
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By:
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/s/ Matthew Lindenbaum
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Name: Matthew Lindenbaum
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Title: Managing Member
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Basswood Opportunity Fund, Inc.
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By: Basswood Capital Management, L.L.C.
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By:
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/s/ Matthew Lindenbaum
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Name: Matthew Lindenbaum
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Title: Managing Member
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Designated Filer:
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Basswood Capital Management, L.L.C.
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Issuer & Ticker Symbol:
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Regional Management Corp. [RM]
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Date of Event Requiring Statement:
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August 17, 2021
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Basswood Financial Fund, LP
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By: Basswood Capital Management, L.L.C.
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By:
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/s/ Matthew Lindenbaum
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Name: Matthew Lindenbaum
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Title: Managing Member
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Basswood Financial Long Only Fund, LP
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By: Basswood Capital Management, L.L.C.
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By:
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/s/ Matthew Lindenbaum
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Name: Matthew Lindenbaum
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Title: Managing Member
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