CARRIAGE SERVICES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under Rule 14a-12

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Carriage Services, Inc.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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March 28, 2025​

Dear Fellow Shareholder:

We are pleased to invite you to the 2025 Annual Meeting of Shareholders of Carriage Services, Inc. (“Carriage”). The Annual Meeting will be held at 3040 Post Oak Boulevard, Lobby Conference Room, Houston, Texas 77056 on Tuesday, May 13, 2025, at 9:00 a.m., Central Time. Whether or not you plan to attend the Annual Meeting, we ask that you participate by casting your vote at your earliest convenience.

Following an eventful 2023, Carriage started 2024 with a clear vision of the future and highly focused on enhancing our operating framework by adding key revenue generating and cost saving focused departments, including customer care, supply chain, and continuous improvement. We continue to introduce systems and processes that better align with our focus on innovation and technology, while also adding new talent, and significantly reducing our debt. Last year, we also added a new director to the Board and recruited a new CFO, who’s depth of experience aligns well with our long-term vision. We also continued our shareholder engagement focus, continuing to act upon the feedback we receive, which will be highlighted throughout the Proxy Statement.

2025 is off to a strong start, as we build upon the momentum generated over the past two years. We look forward to continuing to generate value for our shareholders through the operation of our high-quality businesses, while also creating new value through the addition of premier businesses that align with our strategic objectives and present opportunities for meaningful growth in the future.

As Non-Executive Chair and Vice Chair of the Board of Directors, we encourage our shareholders to take the time to get to know the Carriage story, our history, vision, and strategy, and the people who are leading our Company to new heights by embracing our rich history and unique culture while continuously evolving to identify areas where we can get even better. Before voting your shares, we encourage you to read our prior earnings releases and other filings and reach out if you have questions or would like to learn more. Both our Board and Executive Leadership team will be happy to visit with you, or put you in touch with any one of our talented leaders located throughout the country.

As we do every year, we invite all shareholders to visit any of our businesses or travel to Houston to meet our Support Center team, where you can see our teams working towards creating a premier experience through innovation, empowered partnership, and elevated service for our Company and the families we serve.

We hope you can join us on May 13 th and we encourage you to read the Notice of Annual Meeting and Proxy Statement, which contains information about the voting options, instructions, and descriptions of the proposals for this meeting. It is important that your voice is heard and your shares are represented at the Annual Meeting by casting your vote as soon as possible. Thank you for your belief in, and support of, Carriage and the people who serve our families and drive high performance every day across our portfolio of funeral homes and cemeteries.

Sincerely,

CARRIAGE SERVICES, INC.

3040 Post Oak Boulevard, Suite 300

Houston, Texas 77056​

NOTICE OF 2025 ANNUAL

MEETING OF SHAREHOLDERS

We are pleased to continue taking advantage of the Notice & Access method of delivery for our Annual Report, Proxy Statement, and other Proxy materials (collectively the “Proxy Materials”). The Proxy Materials will be available online as described in this Proxy Statement and hard copies will not be delivered, unless expressly requested by a shareholder.

On or about March 28, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) detailing how to access the Proxy Materials electronically and how to submit your proxy via the Internet. You are entitled to vote if you were a shareholder of record on March 14, 2025. The Notice also provides instructions on how to request and obtain paper copies of the Proxy Materials and proxy card or voting instruction form, as applicable. We continue to believe this process provides our shareholders with a convenient way to access the Proxy Materials and submit their proxies online, while reducing the environmental impact of our Annual Meeting and lowering the costs of printing and distribution.

If your shares are held in a stock brokerage account or by a financial institution or other record holder, follow the voting instructions on the form that you receive from them. The availability of telephone and internet voting will depend on their voting process. Please note that you will need the control number provided on your Notice of Internet Availability of Proxy Materials in order to submit your proxy online.

By order of the Board of Directors,

Steven D. Metzger

President & Secretary