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 Disclosure
ITEM ENTRY 1.01 INTO A MATERIAL DEFINITIVE AGREEMENT On September 30, 2026 (the “Closing Date”), Carriage Services, Inc., a Delaware corporation (the “Company”), entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto from time to time (the “Lenders”) and JPMorgan Chase Bank, N.A., as…
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.
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Item 1.01Item 1.01 - Entry into Material Agreement
ITEM ENTRY
1.01 INTO A MATERIAL DEFINITIVE AGREEMENT
On September 30, 2026
(the “Closing Date”), Carriage Services, Inc., a Delaware corporation (the “Company”), entered into a Credit
Agreement (the “Credit Agreement”), by and among the Company, the subsidiaries of the Company party thereto as guarantors,
the lenders party thereto from time to time (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative
Agent”). The Credit Agreement provides for a five-year senior secured revolving credit facility in an aggregate principal amount
of up to $300,000,000 (the “Revolving Credit Facility”). The proceeds of the Revolving Credit Facility may be used to repay,
prepay, repurchase, or redeem certain indebtedness (including the Existing Credit Agreement as discussed below), (ii) for working
capital and acquisitions, (iii) to make certain capital expenditures, and (iv) for general corporate purposes.
Set forth below are certain
of the additional material terms of the Credit Agreement:
Commitments: The Revolving
Credit Facility provides for revolving loans in an aggregate principal amount of up to $300,000,000. The Company has the right to request
an increase of the revolving commitments from one or more existing Lenders or from new lending institutions by up to $100,000,000 in
the aggregate (the “Accordion Facility”), subject to the satisfaction of customary terms and conditions. No Lender is obligated
to increase its commitment under the Accordion Facility.
Interest: Borrowings
under the Revolving Credit Facility bear interest at a rate per annum equal to, at the Company’s option, either (a) the Alternate
Base Rate (as defined in the Credit Agreement) plus the Applicable Rate (as defined in the Credit Agreement) or (b) the Term SOFR
Rate (as defined in the Credit Agreement) plus the Applicable Rate. The Applicable Rate is determined based on the Company’s Total
Net Leverage Ratio (as defined in the Credit Agreement), in accordance with the following pricing grid:
Applicable Rate
Total Net Leverage Ratio Alternative Base Rate Term SOFR Rate
Category 1: < 3.0 to 1.0 0.25% 1.25%
Category 2: < 3.5 to 1.0 but > 3.0 to 0.50% 1.50%
1.0
Category 3: < 4.0 to 1.0 but > 3.5 to 0.75% 1.75%
1.0
Category 4: > 4.0 to 1.0 1.00% 2.00%
Security and Collateral:
The obligations under the Credit Agreement are secured by a first-priority security interest in substantially all of the personal property
assets of the Company and the Subsidiary Guarantors (as defined below), including a pledge of all equity interests held by the Company
or any Subsidiary Guarantor, subject to certain exceptions set forth in the Credit Agreement and the related Collateral Documents (as
defined in the Credit Agreement). The Credit Agreement includes provisions that require the Company and certain subsidiaries, upon the
occurrence of an event of default or in the event the Company’s actual Total Net Leverage Ratio for two consecutive fiscal quarters
is not at least 0.50 less than the Required Total Leverage Ratio (defined below), to grant additional liens on real property assets accounting
for no less than 50% of the Company’s and certain subsidiaries’ funeral operations.
Guarantees: The obligations
under the Credit Agreement are guaranteed by certain of the Company’s material existing and future direct and indirect domestic
subsidiaries (the “Subsidiary Guarantors”), subject to certain exceptions.
Covenants: The Credit
Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its subsidiaries
to, among other things: incur or permit to exist debt; incur or permit to exist liens; make investments; engage in mergers, consolidations,
dissolutions or similar fundamental transactions; dispose of assets; pay dividends and make other restricted payments; change the nature
of their business and enter into transactions with affiliates. The Credit Agreement also requires the Company to maintain (i) a
maximum Total Net Leverage Ratio not to exceed 5.00 to 1.00 as of the last day of each fiscal quarter; provided that in connection with
certain material acquisitions, the Company may elect an Adjusted Covenant Period for a period of four (4) consecutive fiscal quarters,
during which time, the Total Net Leverage Ratio may not exceed 5.50 to 1.00 as of the last day of each fiscal quarter (the ratio applicable
under this clause (i), the “Required Total Leverage Ratio”) and (ii) a minimum Fixed Charge Coverage Ratio (as defined
in the Credit Agreement) of at least 1.20 to 1.00 as of the last day of each fiscal quarter.
Maturity: The Revolving
Credit Facility matures on the fifth anniversary of the Closing Date; provided that if the Company’s Senior Notes (as defined in
the Credit Agreement) are not refinanced by February 13, 2029 to include a maturity date of December 30, 2031 or later, the
Revolving Credit Maturity Date shall instead be February 14, 2029.
The foregoing description
of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1
and incorporated by reference herein.
Item 1.02Item 1.02 - Termination of Material Agreement
ITEM TERMINATION
1.02 OF A MATERIAL DEFINITIVE AGREEMENT
As previously disclosed,
on May 13, 2021, the Company entered into a first amended and restated credit agreement (the “Existing Credit Agreement”)
by and among the Company, 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. The Existing Credit Agreement provided for a revolving credit facility in
an aggregate principal amount of up to $250 million.
On the Closing Date, the
Company used proceeds from borrowings under the Credit Agreement to repay in full all outstanding obligations under the Existing Credit
Agreement, and the Existing Credit Agreement was terminated. Upon such repayment, all commitments under the Existing Credit Agreement
were terminated and all liens securing the Existing Credit Agreement were released.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
ITEM CREATION
2.03 OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
OF A REGISTRANT.
The information provided
under Item 1.01 of this Current Report on Form 8-K regarding each of the transactions described therein is also responsive to Item
2.03 of this Current Report on Form 8-K and is hereby incorporated by reference into this Item 2.03.
Item 7.01Item 7.01 - Regulation FD Disclosure
ITEM REGULATION
7.01 FD DISCLOSURE.
On September 30,
2026, the Company issued a press release announcing its entry into the Credit Agreement and a press release announcing its capital
allocation framework and the termination of its $100 million at-the-market equity offering program. A copy of the press releases are
attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
The information furnished
pursuant to Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
is not subject to the liabilities of that section and is not deemed incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Filed exhibits (2)
EX-99.1 (by filename) tm2626597d1_ex99-1.htm
Exhibit 99.1
Carriage Services Announces New $300 Million Credit Facility, Expanding
Liquidity and Enhancing Strategic Flexibility
HOUSTON, September 30, 2026 - Carriage Services, Inc. (NYSE: CSV) (“Carriage” or the “Company”), a leading provider of funeral
and cemetery services and merchandise in the United States, today announced the closing of a new $300 million senior secured revolving
credit facility (the “New Facility”).
The New Facility replaces Carriage’s existing $250 million senior
secured revolving credit facility (the “Previous Facility”), increasing committed borrowing capacity by $50 million.
The New Facility has a stated maturity of September 30, 2031,
subject to a customary springing-maturity provision tied to the Company’s 4.25% senior notes due 2029. It replaces the Company’s
Previous Facility, which was scheduled to mature on July 31, 2029, and included a springing-maturity provision.
Borrowings under the New Facility bear interest at the Term Secured
Overnight Financing Rate plus 1.25% to 2.00% or an alternate base rate plus 0.25% and 1.00%, at the Company’s election, depending
on the Company’s total net leverage ratio at the time of the applicable borrowin…
Open exhibit ↗EX-99.2 (by filename) tm2626597d1_ex99-2.htm
Exhibit 99.2
Carriage Services Announces Capital Allocation
Framework and Terminates $100 Million At-the-Market Equity Program
Framework prioritizes long-term value creation
per share, robust financial strength, disciplined growth and proactive capital-structure management.
HOUSTON, September 30, 2026 - Carriage
Services, Inc. (NYSE: CSV) (“Carriage” or the “Company”) announced today a comprehensive capital allocation
framework designed to enhance long-term shareholder value per share, strengthen the Company’s financial position and support the
execution of its 2030 Vision.
As part of the framework, Carriage is terminating
its existing $100 million at-the-market equity offering (“ATM”) program, effective October 4, 2026.
“Our responsibility is not simply to grow
Carriage. It is to create sustainable, long-term value on a per-share basis,” said Carlos Quezada, Vice Chairman and Chief Executive
Officer. “With the completion of our new credit facility, we have strengthened our liquidity and positioned Carriage to operate
with greater financial flexibility. After listening to our shareholders’ concerns and evaluating our current valuation, free-cash-flow
outlook and expected capit…