CARRIAGE SERVICES INC 10-Q

Item 5. Other Information. Rule 10b5-1 Trading Plans On August 31, 2023, Melvin C. Payne, Executive Chairman of the Board of the Company, terminated a pre-arranged stock trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was adopted on March 13, 2023 and provided for the potential sale of up to 50,000 shares of the Company’s common stock on a specified date every three months beginning on June 13, 2023 and continuing through December 31, 2024 (the “Plan”). The Plan was terminated as a result of the Company’s June 29, 2023 announcement regarding the Board’s review of potential strategic alternatives for the Company. Other than Mr. Payne’s Plan discussed above, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company informed the Company of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act. Item 6. Exhibits. The exhibits required to be filed pursuant to the requirements of Item 601 of Regulation S-K are set forth in the Exhibit Index accompanying this Quarterly Report on Form 10-Q and are incorporated herein by reference. - 51 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CARRIAGE SERVICES, INC. Date: November 9, 2023 /s/ L. Kian Granmayeh L. Kian Granmayeh Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) - 52 - CARRIAGE SERVICES, INC. INDEX OF EXHIBITS Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation, as amended, of the Company. Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 1996, filed on March 20, 1997. 3.2 Certificate of Amendment dated May 7, 1997. Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 1997, filed on November 14, 1997. 3.3 Certificate of Amendment dated May 7, 2002. Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2002, filed on August 13, 2002. 3.4 Amended and Restated By-Laws of Carriage Services, Inc. dated June 21, 2023. Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 22, 2023. *31.1 Certification of Periodic Financial Reports by Carlos R. Quezada in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002. *31.2 Certification of Periodic Financial Reports by L. Kian Granmayeh in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002. **32 Certification of Periodic Financial Reports by Carlos R. Quezada and L. Kian Granmayeh in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section 1350. *101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. *101.SCH Inline XBRL Taxonomy Extension Schema Documents. *101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. *101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. *101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. *101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. *104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). __________________ (*) Filed herewith. (**) Furnished herewith. (†) Management contract or compensatory plan or arrangement. - 53 -