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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

​

☐

Preliminary Proxy Statement

​

☐

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

​

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material Under Rule 14a-12

​

Carriage Services, Inc.

​

(Name of Registrant as Specified In Its Charter)

​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

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

​

March 27, 2026​

Dear Fellow Shareholder:

We are pleased to invite you to the 2026 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 12, 2026, 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.

Over the last three years, we have focused on the disciplined execution of our strategic objectives that started with improving our financial flexibility, strengthening our execution discipline, and embedding a culture at Carriage that can sustain long-term performance. We are excited that these foundational investments have begun to translate into measurable outcomes, improved quality of earnings, and renewed confidence in our long-term value creation potential. For example, 2025 marked the beginning of our first phase of purposeful growth through our completion of approximately $60 million in strategic acquisitions, while maintaining our commitment to portfolio optimization and balance sheet discipline. We also continued to enhance operational execution through the introduction of improved systems and processes to reduce variability, improve consistency, and strengthen our performance in a manner that is aligned with our focus on innovation and technology. We believe these enhancements will create a competitive advantage for us as a disciplined consolidator of high-quality assets in a highly fragmented industry. Additionally, we remain committed to continued improvement in our governance practices, as shown by the inclusion of a proposal to declassify our election of directors. This proposal, along with the changes we have made to our governance policies as highlighted throughout the Proxy Statement, are part of our continued commitment to the highest standards of corporate governance which includes acting upon the feedback we receive through our shareholder engagement.

As we begin 2026, we believe Carriage has successfully navigated our focus on rebuilding a strong foundation, and is now operating with clarity, alignment, and momentum. We expect these efforts will result in continuing to generate long-term value for our shareholders as we remain guided by a clear, consistent framework in our purpose statement, and focused on our three strategic objectives, which serve as the foundation for how we operate and allocate resources.

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 12 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,

3040 Post Oak Boulevard, Suite 300

Houston, Texas 77056​

NOTICE OF 2026 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 27, 2026, 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 13, 2026. 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,

Sam A. Mazzu, III

Vice President, General Counsel & Secretary