Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
On May 18, 2026 , Steven D. Metzger , President and Chief Operating Officer , 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 May 18, 2027 (“Mr. Metzger’s Plan”).
Mr. 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. Mr. Metzger’s Plan provides for the potential aggregate exercise of 110,090 vested stock options granted to Mr. Metzger on February 17, 2021, February 22, 2023, and February 21, 2024, which will expire on February 17, 2031, February 22, 2033, and February 21, 2034, respectively, upon reaching certain pricing targets defined in the trading plan, and the associated sale of the resulting net shares on the open market, not to exceed exercising 10,000 shares each trading day, beginning on August 17, 2026, and continuing through May 18, 2027. The actual number of shares sold under Mr. Metzger’s Plan will depend on the number of shares withheld by the Company to satisfy the option exercise price and income tax withholding obligations. 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 May 19, 2026 , Carlos R. Quezada , our 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 May 19, 2027 (“Mr. Quezada’s Plan”).
Mr. 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. Mr. Quezada’s Plan provides for the potential aggregate exercise of 146,413 vested stock options granted to Mr. Quezada on June 25, 2020, February 17, 2021, February 22, 2023, and February 21, 2024, which will expire on June 25, 2030, February 17, 2031, February 22, 2033, and February 21, 2034, respectively, upon reaching certain pricing targets defined in the trading plan, and the associated sale of the resulting net shares on the open market, not to exceed exercising 11,580 shares each trading day, beginning on August 18, 2026, and continuing through May 19, 2027. The actual number of shares sold under Mr. Quezada’s Plan will depend on the number of shares withheld by the Company to satisfy the option exercise price and income tax withholding obligations. 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 director or officer (as determined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements as such term is defined in Item 408(a) of Regulation S-K during the fiscal quarter ended June 30, 2026.
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.
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SIGNATURES
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: August 6, 2026 /s/ John Enwright
John Enwright
Senior Vice President, Chief Financial Officer, and Treasurer
(Principal Financial Officer)
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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.
10.1 Equity Distribution Agreement dated May 6, 2026 by and among Carriage Services, Inc., Oppenheimer & Co. Inc. and Raymond James & Associates. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 6, 2026.
*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 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 John Enwright 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.