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} |
Date of Event Requiring Statement:
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August 28, 2023
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Explanation of Responses:
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1.
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This Form 4 is filed on behalf of Matthew Lindenbaum, Bennett Lindenbaum and Basswood Capital Management, L.L.C. (“BCM”) (collectively, the
“Reporting Persons”). BCM is the investment manager or adviser to Basswood Opportunity Partners, LP (“BOP”), Basswood Financial Fund, LP (“BFF”), Basswood Financial Long Only Fund, LP (“BFLOF”) and Basswood Opportunity Fund, Inc. (“BOF”)
(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. 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. 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. 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.
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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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Represents a cross-trade of Common Stock among the Managed Accounts, BOP, BFLOF, BOF and BFF.
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3.
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Common Stock held directly by certain of the Managed Accounts.
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4.
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The original Form 4, filed on August 30, 2023, mistakenly reported that the cross-trade by the Managed Accounts on August 28, 2023 of
61,726 shares of Common Stock was at a price of $25.98 per share. As reported in this amendment, the correct price was $28.65 per share.
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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 28, 2023
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Joint Filers:
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1.
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Name: 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.
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Name: 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.
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Name: 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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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 28, 2023
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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: /s/ Matthew Lindenbaum
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Name: Matthew Lindenbaum
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Title: Managing Member
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