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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-28 · 34 added, 81 removed, 203 unchanged (36% of the section changed)

8 unchanged sentences

Grant Thornton LLP, the independent registered public accounting firm that audited the financial statements included in this Form 10-K, has issued an attestation report on our internal control over financial reporting.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

9 unchanged sentences

The Company’s internal control over financial reporting as of December 31, 2025 has been audited by Grant Thornton LLP, an independent registered public accounting firm, which also audited the financial statements of the Company for the year ended December 31, 2025, as stated in their report that is presented in this Annual Report.

/s/ Carlos R.

Chief Executive Officer and Vice Chairman of the Board

(Principal Executive Officer)

/s/ John Enwright

John Enwright

Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

February 28, 2025

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Changes in Internal Control Over Financial Reporting

2 unchanged sentences

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.

Our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended 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) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

During three months ended December 31, 2025, no Rule 10b5-1 trading arrangements were adopted or terminated by any of our directors or officers.

During three months ended December 31, 2025, no non-Rule 10b5-1 trading arrangements were adopted or terminated by any of our directors or officers.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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The information required by Item 12 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, 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table, required by Item 201(d) of Regulation S-K, summarizes information regarding the number of shares of our common stock that are available for issuance under all of our existing equity compensation plans as of December 31, 2025.

21 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(1) FINANCIAL STATEMENTS

The following financial statements and the Report of Independent Registered Public Accounting Firm are filed as a part of this Form 10-K on the pages indicated:

Reports of Independent Registered Public Accounting Firm

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

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 202 2

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 202 2

Notes to Consolidated Financial Statements

Management’s Report on Internal Control over Financial Reporting

(2) FINANCIAL STATEMENT SCHEDULES

The following Financial Statement Schedule is included in this Form 10-K on the page indicated:

Financial Statement Schedule II — Valuation and Qualifying Accounts

All other schedules are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial Statements or related notes.

A copy of this Form 10-K, excluding exhibits, will be furnished at no charge to each person to whom a proxy statement for our 2025 annual meeting of stockholders is delivered upon the request of such person.

Exhibits to this Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit.

Requests for copies should be directed to our Corporate Secretary, by mail at 3040 Post Oak Boulevard, Suite 300, Houston, Texas 77056 or by phone at 1-866-332-8400 or 713-332-8400.

(a)(1)-(2) Financial Statements and Schedule:

The financial statements are listed in the accompanying Index to Financial Statements and Related Schedule on page 35 of this report.

(3) Exhibits:

3.1 Amended and Restated Certificate of Incorporation, as amended, of the Company.

13 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2012, filed on August 7, 2012.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

4.4 First Amendment to Carriage Services, Inc.

40 unchanged sentences

Incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.

10.8 Form of Performance Award Agreement under Carriage Services, Inc.

2017 Omnibus Incentive Plan.

Incorporated by reference to Exhibit 10.

5 to the Company's Current Report on Form 10 - Q filed on May 2, 202 5 .

10.9 Employment Agreement dated June 25, 2020, by and between the Company and Carlos Quezada.

6 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.†

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

10.13 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.

Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for its quarter ended March 31, 2024, filed on May 3, 2024.

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

7 unchanged sentences

10.18 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.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 8, 2019.

10.19 First Amendment to Employment Agreement dated September 30, 2022, by and between the Company and Shawn Phillips.

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 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.

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.

10.19 Employment Agreement dated April 1, 2022, by and between the Company and Rob Franch.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for its quarter ended March 31, 2025, filed on May 2, 2025.

10.20 First Amendment to Employment Agreement dated April 29, 2024, by and between the Company and Rob Franch.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for its quarter ended March 31, 2025, filed on May 2, 2025.

10.21 Employment Agreement dated February 23, 2022, by and between the Company and Shane Pudenz.

Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for its quarter ended March 31, 2025, filed on May 2, 2025.

10.22 First Amendment to Employment Agreement dated April 30, 2024, by and between the Company and Shane Pudenz.

Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for its quarter ended March 31, 2025, filed on May 2, 2025.

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

7 unchanged sentences

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 .

10.27 Form of Notes Repurchase Agreement.

6 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 1, 2022.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

10.31 Third Amendment and Commitment Increase to First Amended and Restated Credit Agreement dated as of December 9, 2022, among Carriage Services, Inc., the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer.

2 unchanged sentences

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 .

19.1 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 .

Insider Trading & Anti-Hedging Policy, dated February 19, 2025.

Incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2024, filed on February 28, 2025.

*21.1 Subsidiaries of the Company.

4 unchanged sentences

**32 Certification of Periodic Financial Reports by Carlos R.

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

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

Section 1350.

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, 2023, filed on March 1, 2024.

*101 Interactive Data Files.

4 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 February 28, 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

30 unchanged sentences

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