UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 19, 2013

Regional Management Corp.

(Exact name of registrant as specified in its charter)

509 West Butler Road

Greenville, South Carolina 29607

(Address of principal executive offices) (zip code)

(864) 422-8011

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01. Entry into a Material Definitive Agreement.

On September 19, 2013, Regional Management Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Stephens Inc., as representative of the underwriters named therein (the “Underwriters”), and Palladium Equity Partners III, L.P. and Parallel 2005 Equity Fund, LP (the “Selling Stockholders”). Pursuant to the Underwriting Agreement, the Selling Stockholders agreed to sell 4,002,000 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), which includes an aggregate of 522,000 shares of Common Stock that the Underwriters had the right to purchase from the Selling Stockholders upon exercise of their over-allotment option, at a public offering price of $27.50 per share ($26.2625 per share, net of underwriting discounts). The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and also provides for customary indemnification by each of the Company, the Selling Stockholders, and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

On September 25, 2013, the Selling Stockholders completed the sale of all 4,002,000 shares of Common Stock to the Underwriters pursuant to the Underwriting Agreement. The sale of the Common Stock by the Selling Stockholders was made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-190453), including a prospectus supplement dated September 19, 2013 to the prospectus contained therein dated August 20, 2013, filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended. The Company did not receive any of the proceeds from the offering, and the total number of shares of its outstanding stock did not change as a result of the offering.

A copy of the Company’s press release dated September 25, 2013 regarding the completion of the offering is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

Item 9.01. Financial Statements and Exhibits.

The documents included as exhibits to this report are filed solely to provide information about their terms, are not intended to provide any additional factual or other information about the Company, the Selling Stockholders or other parties and should not be relied upon by investors for any other purpose.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX