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CARRIAGE SERVICES INC

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

CSV$28.63+6.8%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended September 30, 2026, no director or officer (as determined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) of the Company adopted orterminated 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.

Updated and Revised Executive Employment Agreements for Carriage’s Named Executive Officers

On November 4, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of the Company approved the entry into revised employment arrangements with Carriage’s officers, including its named executive officers, Carlos R. Quezada, Chief Executive Officer (the “Quezada Agreement”), Steven D. Metzger, President & Chief Operating Officer (the “Metzger Agreement”), John Enwright, Senior Vice President, Chief Financial Officer and Treasurer (the “Enwright Agreement”), and Kathyrn Shanley, Chief Accounting Officer (the “Shanley Agreement”), which will each be effective on January 1, 2027 (collectively, the “Employment Agreements”). Each of the Employment Agreements replaces the existing corresponding employment agreement for each of these officers, which will expire on December 31, 2026.

These revised Employment Agreements were adopted to: (i) update the term of the respective current employment agreements; (ii) with respect to Messrs. Quezada’s and Metzger’s Agreement, extend their employment with the Company to a total of three (3) more years, until December 31, 2029; (iii) to create appropriate incentives for key executives responsible for implementing Carriage’s long-term strategic plans, as described below; (iv) to retain key executives by strengthening severance protections related to corporate governance matters, as described below; and (v) make such other clarifying and conforming changes consistent with current best practices.

Each of the Employment Agreements includes the following changes and revisions, except as otherwise noted:

Each agreement was updated to reflect the officer’s current position, current base salary, current short-term incentive and long-term incentive target percentages, as previously disclosed in the Company’s most recent Proxy Statement, filed with the SEC on March 27, 2026.

The accelerated vesting provision of each agreement was updated to align with the Company’s long-term incentive compensation practices to retain and motivate key executives to deliver sustained long-term growth and shareholder return. Specifically, the revised accelerated vesting provision clarifies the benefits paid to each officer related to any grants of performance incentive awards with vesting conditions that are based on the attainment of specific financial and performance goals by the Company in the event their employment with the Company terminates as a result of death, disability, or termination for good reason, within a corporate change period (as defined in the Employment Agreements). As revised, in each of the foregoing events, with respect to any awards based on the attainment of performance-based vesting conditions, the officer will be considered to have remained employed through the end of the applicable performance period, and all applicable performance goals and targets will be deemed achieved at 100% of target performance (or a higher level as may have been achieved as of the date of termination, if greater) for purposes of determining vesting, earnout, and payment of the award.

With respect to Messrs. Quezada’s and Metzger’s Agreements, the revised accelerated vesting provisions described above would also be applicable in the event their employment with the Company terminates as a result of involuntary termination without cause that is not within a corporate change period (as defined in the Employment Agreement).

With respect to Mr. Quezada’s Agreement, in the event his employment with the Company terminates as a result of involuntary termination without cause that is not within a corporate change period (as defined in the Employment Agreement), he will be entitled to certain base salary continuation payments for a period of 36 months following his termination date, along with a lump sum payment equal to three times the sum of his Target Annual Bonus (as defined in the Employment Agreement) for the year the termination occurred. Mr. Quezada’s Agreement was also revised to further extend the restrictive covenants, including non-competition, non-solicitation, and non-recruitment of Company employees for 36 months following termination.

Except as otherwise noted, each of the Employment Agreements contain substantially the same provisions between the Company and each officer as previously disclosed in their existing employment agreements.

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