What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-28 compared with 2024-03-01 · 101 added, 34 removed, 183 unchanged (42% of the section changed)

22 unchanged sentences

(Principal Executive Officer)

Kian Granmayeh

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

March 1, 2024

/s/ John Enwright

John Enwright

Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

February 28, 2025

Changes in Internal Control Over Financial Reporting

1 unchanged sentence

OTHER INFORMATION.

Rule 10b5-1 Stock Selling Plan

On November 25, 2024 , Steven D.

Metzger , President and Secretary , entered into a stock trading plan designed to comply with Rule 10b5-1 (as defined in Item 408 of Regulation S-K under the Exchange Act ) and satisfy the affirmative defense of Rule 10b5-1(c), which is scheduled to expire no later than January 30, 2026 (“Mr.

Metzger’s Plan”).

Metzger’s Plan provides for sales of Company securities as part of his long-term asset diversification, tax, estate and financial planning strategy, and is in accordance with the Company’s Insider Trading & Anti-Hedging Policy.

Under the terms of the Mr.

Metzger’s Plan, Mr.

Metzger will sell shares of the Company’s common stock on the open market in varying increments with a limit order of $40 per share beginning on March 6, 2025, and continuing through January 30, 2026.

Up to 11,001 shares may be sold under the terms of Mr.

Metzger’s Plan.

Any transactions under Mr.

Metzger’s Plan will be disclosed publicly through Form 144 and Form 4 filings with the SEC to the extent required by applicable law.

On December 27, 2024 , Carlos R.

Quezada , Chief Executive Officer and Vice Chairman of the Board , entered into a stock trading plan designed to comply with Rule 10b5-1 and intended to satisfy the affirmative defense of defense of Rule 10b5-1(c), which is scheduled to expire no later than January 30, 2026 (“Mr.

Quezada’s Plan”).

Quezada’s Plan provides for sales of Company securities as part of his long-term asset diversification, tax, estate and financial planning strategy, and is in accordance with the Company’s Insider Trading & Anti-Hedging Policy.

Under the terms of the Mr.

Quezada’s Plan, Mr.

Quezada will sell shares of the Company’s common stock on the open market in varying increments with a limit order of $40 per share beginning on March 31, 2025, and continuing through January 30, 2026.

Up to 17,357 shares may be sold under the terms of Mr.

Quezada’s Plan.

Any transactions under Mr.

Quezada’s Plan will be disclosed publicly through Form 144 and Form 4 filings with the SEC to the extent required by applicable law.

Other than Mr.

Metzger’s Plan and Mr.

Quezada’s Plan, no Rule 10b5-1 trading arrangements were adopted by any of our other directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended December 31, 2024.

No non-Rule 10b5-1 trading arrangements were adopted by any of our directors or officers during the three months ended December 31, 2024.

No Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements were terminated by any director or officer during such period.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Code of Ethics

The information required by Item 10 is incorporated in this Form 10-K by reference to our definitive proxy statement or an amendment to this Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2024.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (as amended, the “Code”), which is applicable to each of our Directors, Officers, and employees, including our principal executive officer and other senior financial officers, who include our principal financial officer, principal accounting officer or controller, and persons performing similar functions.

1 unchanged sentence

To the extent required by SEC rules, we intend to disclose any amendments to this code and any waiver of a provision of the Code for the benefit of our principal executive officer, principal financial officer, principal accounting officer or corporate controller, or persons performing similar functions, on our website within four business days following any such amendment of waiver, or within any other period that may be required under SEC rules from time to time.

Insider Trading and Anti-Hedging Policy

We have adopted an Insider Trading & Anti-Hedging Policy governing the purchase, sale and other disposition of our securities that applies to all of our employees, including directors, officers and other covered persons that is designed to promote compliance with insider trading laws, rules and regulations, and applicable New York Stock Exchange listing standards, as well as procedures designed to further the foregoing purposes.

A copy of our Insider Trading & Anti-Hedging Policy is filed with this Form 10-K as Exhibit 19.1.

EXECUTIVE COMPENSATION.

28 unchanged sentences

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheet as of December 31, 202 2 and 202 3

Consolidated Balance Sheet s as of December 31, 202 4 and 202 3

Consolidated Statements of Operations for the Years Ended December 31, 202 4 , 202 3 and 202 2

47 unchanged sentences

Incorporated by reference to Exhibit 4.10 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.

10.1 Indemnity Agreement with Melvin C.

Payne dated December 18, 2000.

Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed on April 2, 2001 .

10.2 Director Compensation Policy dated February 19, 2020.

Incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.

10.1 Director Compensation Policy dated effective April 2, 2024.

Incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2024, filed on August 2, 2024.

10.2 Form of Incentive Stock Option Agreement under Carriage Services, Inc.

24 unchanged sentences

Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2023, filed on August 7, 2023.†

10.12 Fourth Amendment to Employment Agreement dated February 21, 2024, by and between the Company and Carlos R.

Incorporated by reference to Exhibit 10.

4 to the Company's Quarterly Report on Form 10-Q for its quarter ended March 31 , 202 4 , filed on May 3 , 202 4.

10.13 Employment Agreement dated November 5, 2019, by and between the Company and Steven D.

6 unchanged sentences

Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2023, filed on August 7, 2023.†

10.17 Employment Agreement dated effective as of March 13, 2023, by and between Carriage Services, Inc.

Kian Granmayeh.

Incorporated by reference to Exhibit 10.1 to Company's Current Report on Form 8-K filed on March 6, 2023.

10.17 Fourth Amendment to Employment Agreement dated February 21, 2024, by and between the Company and Steven D.

Incorporated by reference to Exhibit 10.

5 to the Company's Quarterly Report on Form 10-Q for its quarter ended March 31, 2024, filed on May 3, 2024.

10.18 Employment Agreement dated November 5, 2019, by and between the Company and Shawn Phillips.

2 unchanged sentences

Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for its quarter ended September 30, 2022, filed on November 2, 2022.

10.20 Release and Separation Agreement by and between the Company and Carl Benjamin Brink, dated September 27, 2022 and effective January 2, 2023.

Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended September 30, 2022, filed on November 2, 2022.†

10.20 Second Amendment to Employment Agreement dated February 21, 2024, by and between the Company and Shawn R.

Incorporated by reference to Exhibit 10.

7 to the Company's Quarterly Report on Form 10-Q for its quarter ended March 31, 2024, filed on May 3, 2024 .

10.21 Third Amendment to Employment Agreement dated April 30 , 2024, by and between the Company and Shawn R.

Incorporated by reference to Exhibit 10.

3 to the Company's Current Report on Form 8-K filed on May 1 , 2024.

10.22 Employment Agreement dated November 5, 2019, by and between the Company and Paul D.

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 8, 2019.

10.23 First Amendment to Employment Agreement dated September 30, 2022, by and between the Company and Paul D.

Incorporated by reference to Exhibit 10.

3 to the Company's Quarterly Report on Form 10-Q for its quarter ended March 31, 2024, filed on May 3, 2024.

10.24 Second Amendment to Employment Agreement dated April 29, 2024, by and between the Company and Paul D.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 1, 2024.

10.25 Employment Agreement dated March 25, 2024, by and between the Company and Kathryn Shanley.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 25, 2024.

10.26 Employment Agreement dated January 2, 2025, by and between the Company and John Enwright.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 4, 2024.

10.27 Indemnity Agreement with Melvin C.

Payne dated December 18, 2000.

Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed on April 2, 2001.

10.28 Transition Agreement, dated February 21, 2024, by and between the Company and Melvin C.

Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on February 22, 2024.

10.29 Release and Separation Agreement, dated June 6, 2024, by and between the Company and L.

Kian Granmayeh.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2024 .

10.30 Form of Notes Repurchase Agreement.

8 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 12, 2022.

10.35 Fourth Amendment to First Amended and Restated Credit Agreement dated as of July 31, 2024, among Carriage Services, Inc., the guarantors party thereto, the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer.

Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 31, 2024.

C arriag e Services, Inc.

Insider Trading & An ti-Hedging Policy , dated February 19, 202 5 .

97.1 Carriage Services, Inc.

Compensation Recovery Policy, dated January 10, 2024.

Incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 202 3 , filed on March 1 , 202 4 .

*21.1 Subsidiaries of the Company.

2 unchanged sentences

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.

*31.2 Certification of Periodic Financial Reports by John Enwright 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.

Quezada and John Enwri ght in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C.

Section 1350.

5 unchanged sentences

FORM 10-K SUMMARY.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 1, 2024.

CARRIAGE SERVICES, INC.

4 unchanged sentences

/s/ Carlos R.

Quezada Chief Executive Officer and Vice Chairman of the Board

Quezada (Principal Executive Officer) March 1, 2024

Kian Granmayeh Executive Vice President, Chief Financial Officer and Treasurer March 1, 2024

Kian Granmayeh (Principal Financial Officer and Principal Accounting Officer)

/s/ Adeola Olaniyan Corporate Controller March 1, 2024

Adeola Olaniyan

Quezada Chief Executive Officer and Vice Chairman of the Board February 28, 2025

Quezada (Principal Executive Officer)

/s/ John Enwright

Senior Vice President, Chief Financial Officer and Treasurer

February 28, 2025

John Enwright

(Principal Financial Officer)

/s/ Kathryn Shanley

Chief Accounting Officer

February 28, 2025

Kathryn Shanley

(Principal Accounting Officer)

/s/ Donald D.

Lead Independent Director March 1, 2024

/s/ Chad Fargason Director March 1, 2024

Non-Executive Chairman of the Board

February 28, 2025

/s/ Chad Fargason Director February 28, 2025

Chad Fargason

/s/ Douglas Meehan Director March 1, 2024

/s/ Douglas Meehan Director February 28, 2025

Douglas Meehan

/s/ Julie Sanders Director March 1, 2024

/s/ Julie Sanders Director February 28, 2025

Julie Sanders

/s/ Somer Webb Director March 1, 2024

/s/ Somer Webb Director February 28, 2025

Edmondo Robinson

Director February 28, 2025

Edmondo Robinson

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures