Regional Management Corp. Stock Compensation Disclosure
On May 16, 2024, the stockholders of the Company approved the 2024 Plan. As of December 31, 2025, subject to adjustments as provided in the 2024 Plan, the maximum aggregate number of shares of the Company’s common stock that could be issued under the 2024 Plan could not exceed the sum of (i) 381,000 shares plus (ii) any shares remaining available for the grant of awards as of May 16, 2024 under the 2015 Plan, plus (iii) any shares subject to an award granted under the 2015 Plan which award is forfeited, cash-settled, cancelled, terminated, expires, or lapses for any reason after May 16, 2024 without the issuance of shares or pursuant to which such shares are forfeited (subject to adjustment for anti-dilution purposes as provided in the 2024 Plan). Of the amount described in the preceding sentence, no more than 381,000 shares may be issued under the 2024 Plan pursuant to the grant of incentive stock options (subject to adjustment for anti-dilution purposes). As of December 31, 2025, there were 0.5 million shares available for grant under the 2024 Plan.
For the years ended December 31, 2025, 2024, and 2023, the Company recorded share-based compensation expense of $11.9 million, $11.2 million, and $11.8 million, respectively. As of December 31, 2025, unrecognized share-based compensation expense to be recognized over future periods approximated $11.3 million. This amount will be recognized as expense over a weighted-average period of 1.6 years. Share-based compensation expenses are recognized on a straight-line basis over the requisite service period of the agreement. All share-based compensation is classified as equity awards. For the years ended December 31, 2025 and 2024, share-based compensation of $0.5 million and $0.8 million, respectively, was capitalized as software. There was no capitalization of share-based compensation for the year ended December 31, 2023.
The following are the terms and amounts of the awards issued under the Company’s share-based incentive programs:
Nonqualified stock options: The following table summarizes the stock option activity for the year ended December 31, 2025:
Dollars and shares in thousands, except per share amounts |
|
Number of Shares |
|
|
Weighted-Average Exercise Price |
|
|
Weighted-Average Remaining Contractual |
|
|
Aggregate Intrinsic Value |
|
||||
Options outstanding at beginning of period |
|
|
444 |
|
|
$ |
23.65 |
|
|
|
|
|
|
|
||
Granted |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Exercised |
|
|
(66 |
) |
|
|
20.50 |
|
|
|
|
|
|
|
||
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Expired |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Options outstanding at end of period |
|
|
378 |
|
|
$ |
24.20 |
|
|
|
3.8 |
|
|
$ |
5,506 |
|
Options exercisable at end of period |
|
|
378 |
|
|
$ |
24.20 |
|
|
|
3.8 |
|
|
$ |
5,506 |
|
The following table provides additional stock option information for the periods indicated:
|
|
Year Ended December 31, |
|
|||||||||
Dollars in thousands, except per share amounts |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Weighted-average grant date fair value per share |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Intrinsic value of options exercised |
|
$ |
1,158 |
|
|
$ |
718 |
|
|
$ |
277 |
|
Fair value of stock options that vested |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
544 |
|
Performance restricted stock units: The following are the weighted-average assumptions for the PRSU grants for the periods indicated:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Expected volatility |
|
|
42.0 |
% |
|
|
42.5 |
% |
|
|
40.2 |
% |
Risk-free rate |
|
|
4.0 |
% |
|
|
5.2 |
% |
|
|
5.2 |
% |
Discount for post-vesting restrictions |
|
|
11.8 |
% |
|
|
9.2 |
% |
|
|
8.5 |
% |
The following table summarizes PRSU activity for the year ended December 31, 2025:
Dollars and units in thousands, except per unit amounts |
|
Units |
|
|
Weighted-Average |
|
||
Non-vested units at beginning of period |
|
|
311 |
|
|
$ |
33.93 |
|
Granted |
|
|
135 |
|
|
|
25.90 |
|
Performance adjustment |
|
|
(24 |
) |
|
|
52.07 |
|
Vested |
|
|
(43 |
) |
|
|
52.07 |
|
Forfeited |
|
|
— |
|
|
|
— |
|
Non-vested units at end of period |
|
|
379 |
|
|
$ |
27.86 |
|
The following table provides additional PRSU information for the periods indicated:
|
|
Year Ended December 31, |
|
|||||||||
Dollars in thousands, except per unit amounts |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Weighted-average grant date fair value per unit |
|
$ |
25.90 |
|
|
$ |
26.21 |
|
|
$ |
32.40 |
|
Fair value of PRSUs that vested |
|
$ |
2,237 |
|
|
$ |
— |
|
|
$ |
— |
|
Performance-contingent restricted stock units: There was no performance-contingent RSU balance or activity for the year ended December 31, 2025. The following table provides additional performance-contingent RSU information for the periods indicated:
|
|
Year Ended December 31, |
|
|||||||||
Dollars in thousands, except per unit amounts |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Weighted-average grant date fair value per unit |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Fair value of RSUs that vested |
|
$ |
— |
|
|
$ |
1,371 |
|
|
$ |
1,445 |
|
Restricted stock units: The following table summarizes service-based RSU activity for the year ended December 31, 2025:
Dollars and units in thousands, except per unit amounts |
|
Units |
|
|
Weighted-Average |
|
||
Non-vested units at beginning of period |
|
|
35 |
|
|
$ |
28.20 |
|
Granted |
|
|
51 |
|
|
|
29.74 |
|
Vested |
|
|
(35 |
) |
|
|
28.95 |
|
Forfeited |
|
|
— |
|
|
|
— |
|
Non-vested units at end of period |
|
|
51 |
|
|
$ |
29.21 |
|
The following table provides additional service-based RSU information for the periods indicated:
|
|
Year Ended December 31, |
|
|||||||||
Dollars in thousands, except per unit amounts |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Weighted-average grant date fair value per unit |
|
$ |
29.74 |
|
|
$ |
28.20 |
|
|
$ |
— |
|
Fair value of RSUs that vested |
|
$ |
1,000 |
|
|
$ |
500 |
|
|
$ |
— |
|
Restricted stock awards: The following table summarizes RSA activity for the year ended December 31, 2025:
Dollars and shares in thousands, except per share amounts |
|
Shares |
|
|
Weighted-Average |
|
||
Non-vested shares at beginning of period |
|
|
334 |
|
|
$ |
28.80 |
|
Granted |
|
|
271 |
|
|
|
29.68 |
|
Vested |
|
|
(258 |
) |
|
|
29.16 |
|
Forfeited |
|
|
(18 |
) |
|
|
29.09 |
|
Non-vested shares at end of period |
|
|
329 |
|
|
$ |
29.22 |
|
The following table provides additional RSA information for the periods indicated:
|
|
Year Ended December 31, |
|
|||||||||
Dollars in thousands, except per share amounts |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Weighted-average grant date fair value per share |
|
$ |
29.68 |
|
|
$ |
28.52 |
|
|
$ |
34.25 |
|
Fair value of RSAs that vested |
|
$ |
7,534 |
|
|
$ |
7,467 |
|
|
$ |
8,787 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Mar 4, 2022 | |
| 2015 | Feb 23, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.