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Current Report · Items 1.01, 2.02, 9.01 · 8-K

Carriage Services, Inc.

CSVNYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Results of Operations and Financial Condition

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On May 6, 2026, Carriage Services, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer & Co.”) and Raymond James & Associates, Inc.…

Filed May 6, 2026Accepted May 6, 2026, 4:20 PM EDTCIK 1016281Accession 0001104659-26-056265
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Company context

Carriage Services is a leading provider of funeral and cemetery services and merchandise in the United States. As of June 30, 2026, Carriage operates 155 funeral homes in 24 states and 28 cemeteries in 9 states. Carriage is dedicated to delivering premier experiences through innovation, partnership, and elevated service.

Current securities

Recent company filings

  1. Termination of a Material Definitive AgreementOct 5, 2026
  2. Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD DisclosureSep 30, 2026
  3. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsAug 14, 2026
  4. SCHEDULE 13G/A - filed by VINEYARD CAPITAL PARTNERS, L.L.C. regarding CARRIAGE SERVICES INCAug 12, 2026
  5. 10-Q filingAug 6, 2026

Disclosure sections

Items 1.01, 2.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On May 6, 2026, Carriage Services, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer & Co.”) and Raymond James & Associates, Inc. (“Raymond James” and together with Oppenheimer & Co., the “Sales Agents”), under which the Company may, from time to time, sell shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $100,000,000 (“Shares”) in “at the market” offerings through or to the Sales Agents, as sales agents and/or principals. Sales can be made by any method deemed an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), or through privately negotiated transactions. Sales of the Shares, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Sales Agents. The Company has no obligation to sell the Shares and may at any time suspend offers under or terminate the Equity Distribution Agreement in accordance with its terms. The Sales Agents are not required to sell any specific number or dollar amount of Shares but will use commercially reasonable efforts to sell the Shares from time to time consistent with its normal sales practices and applicable federal rules and regulations and New York Stock Exchange rules, based on instructions from the Company (including any price, time, or size limits or other customary parameters or conditions the Company may impose). The Sales Agents will receive a commission from the Company of up to 3.0% of the gross proceeds of any Shares sold under the Equity Distribution Agreement. In addition, the Company will reimburse the Sales Agents for certain specified expenses in connection with entering into the Equity Distribution Agreement, as well as certain specified expenses on a quarterly basis. Pursuant to the terms of the Equity Distribution Agreement, the Company agreed to indemnify the Sales Agents against certain liabilities, including under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or to contribute to payments that the Sales Agents may be required to make because of such liabilities. The Company or the Sales Agents may each terminate the Equity Distribution Agreement as provided therein. The Shares will be issued pursuant to the Company’s automatic shelf registration statement on Form S-3ASR (Registration No. 333-295355), including a base prospectus contained therein, filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2026, and the prospectus supplement related to the offering filed with the SEC on May 6, 2026. The Equity Distribution Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing descriptions of terms and conditions of the Equity Distribution Agreement do not purport to be complete and are qualified in their entirety by the full text of the Equity Distribution Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein. The legal opinion and consent of Porter Hedges LLP relating to the validity of the Shares that may be sold pursuant to the Equity Distribution Agreement is filed herewith as Exhibit 5.1. The above disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. In the press release dated May 6, 2026, the Company announced and commented on its financial results for its quarter ended March 31, 2026. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and incorporated by this reference. The Company’s press release dated May 6, 2026, contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements of Regulation G, the Company has provided quantitative reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including the Press Release filed herewith as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that Section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 2.02Item 2.02 - Results of Operations
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. In the press release dated May 6, 2026, the Company announced and commented on its financial results for its quarter ended March 31, 2026. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and incorporated by this reference. The Company’s press release dated May 6, 2026, contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements of Regulation G, the Company has provided quantitative reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including the Press Release filed herewith as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that Section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) tm2612484d4_ex99-1.htm

EX-99.1 4 tm2612484d4_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Carriage Services Announces First Quarter 2026 Results and Confirms Guidance Conference call on Thursday, May 7, 2026 at 8:00 a.m. Central Time HOUSTON - May 6, 2026 - (GLOBE NEWSWIRE) Carriage Services, Inc. (NYSE: CSV) today announced its financial results for the first quarter March 31, 2026. Company Highlights: Consolidated cemetery revenue increased 6.0% over the prior year, primarily driven by a 10.0% increase in consolidated preneed sales production as the consolidated average price per preneed interment rights sold grew 11.0%; Financial revenue grew 15.7% over the prior year, primarily driven by an 8.0% increase in consolidated insurance-funded preneed funeral contracts sold resulting in an increase in general agency commission revenue; Operating income declined $6.3 million, primarily as a result of a prior year gain of $7.8 million on divestitures and the sale of real property; Adjusted Consolidated EBITDA grew 2.4%, or $0.8 million, demonstrating improved profitability despite lower revenue for the quarter versus the prior year; GAAP diluted EPS of $0.84 compared to $1.34 in the pri…

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