{"url_path":"/sec/csv/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-02-26","source_url":"https://www.sec.gov/Archives/edgar/data/1016281/0001016281-26-000021-index.html","accession_number":"0001016281-26-000021","cik":"0001016281","ticker":"CSV","issuer_name":"CARRIAGE SERVICES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1016281/0001016281-26-000021-index.html","primary_entity_key":"0001016281","primary_entity_name":"CARRIAGE SERVICES INC"},"word_count":2207,"has_tables":true,"body_markdown":"ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.\n\n(a)(1)-(2) Financial Statements and Schedule:\n\nThe financial statements are listed in the accompanying Index to Financial Statements and Related Schedule on [page 35](#i4443665aa8f84fa09ac7bee378fd43ca_64) of this report.\n\n(3) Exhibits:\n\nExhibit No.Description\n\n3.1\n[Amended and Restated Certificate of Incorporation, as amended, of the Company. Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 1996, filed on March 20, 1997.](https://www.sec.gov/Archives/edgar/data/1016281/0000890566-97-000478.txt)\n\n3.2  \n[Certificate of Amendment dated May 7, 1997. Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 1997, filed on November 14, 1997.](https://www.sec.gov/Archives/edgar/data/1016281/0000890566-97-002454.txt)\n\n3.3  \n[Certificate of Amendment dated May 7, 2002. Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2002, filed on August 13,2002.](https://www.sec.gov/Archives/edgar/data/1016281/000091205702031617/a2085940zex-1.htm)\n\n3.4\n[Amended and Restated By-Laws of Carriage Services, Inc. dated June 21, 2023. Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 22, 2023.](https://www.sec.gov/Archives/edgar/data/1016281/000119312523172574/d523780dex31.htm)\n\n4.1\n[Indenture, dated as of May 13, 2021, among the Company, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed May 13, 2021.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001016281/000119312521160561/d535610d8k.htm)\n\n4.2\n[Form of 4.25% Senior Notes due 2029 (included with the Indenture filed as Exhibit 4.1). Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on May 13, 2021.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001016281/000119312521160561/d535610d8k.htm)\n\n4.3\n[Second Amended and Restated 2006 Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2012, filed on August 7, 2012.](https://www.sec.gov/Archives/edgar/data/1016281/000119312512341003/d377326dex101.htm) †\n\n87\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)\n\n4.4\n[First Amendment to Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2013, filed March 5, 2014.](https://www.sec.gov/Archives/edgar/data/1016281/000101628114000055/a1028firstamendmenttosecon.htm) †\n\n4.5\n[Amended and Restated Carriage Services, Inc. 2007 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended September 30, 2013, filed on November 6, 2013.](https://www.sec.gov/Archives/edgar/data/1016281/000101628113000112/a101amendedandrestatedcarr.htm) †\n\n4.6\n[First Amendment to the Amended and Restated Carriage Services, Inc. 2007 Employee Stock Purchase Plan. Incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 4, 2018.](https://www.sec.gov/Archives/edgar/data/1016281/000101628118000045/csv12312017proxy.htm) †\n\n4.7\n[Second and Third Amendments to the Amended and Restated Carriage Services, Inc. 2007 Employee Stock Purchase Plan. Incorporated by reference to Appendix A and B, respectively, to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 5, 2021 and Amendment No. 1 to our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 6, 2021.](https://www.sec.gov/Archives/edgar/data/0001016281/000119312521106515/d55684ddef14a.htm) †\n\n4.8\n[Carriage Services, Inc. 2017 Omnibus Incentive Plan. Incorporated by reference to Appendix A of the Proxy Statement on Schedule 14A filed on April 5, 2017.](https://www.sec.gov/Archives/edgar/data/1016281/000101628117000047/csv12312016proxy.htm) †\n\n4.9\n[First Amendment to the Carriage Services, Inc. 2017 Omnibus Incentive Plan.](https://www.sec.gov/Archives/edgar/data/0001016281/000119312521106515/d55684ddef14a.htm#toc55684_50)[Incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 5, 2021 and Amendment No. 1 to our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 6, 2021.](https://www.sec.gov/Archives/edgar/data/0001016281/000119312521106515/d55684ddef14a.htm#toc55684_50)†\n\n4.10\n[Summary of Securities Registered under Section 12. Incorporated by reference to Exhibit 4.10 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.](https://www.sec.gov/Archives/edgar/data/1016281/000101628122000046/summaryofsecuritiesdescrip.htm)\n\n10.1\n[Director Compensation Policy dated effective April 2, 2024. Incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2024, filed on August 2, 2024.](https://www.sec.gov/Archives/edgar/data/1016281/000101628124000132/directorcompensationpoli.htm) †\n\n10.2\n[Form of Incentive Stock Option Agreement under Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2013, filed on August 8, 2013.](https://www.sec.gov/Archives/edgar/data/1016281/000101628113000089/a101incentivestockoptionag.htm) †\n\n10.3\n[Form of Employee Stock Option Agreement under Carriage Services, Inc. 2017 Omnibus Incentive Plan. Incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2017, filed on February 21, 2018.](https://www.sec.gov/Archives/edgar/data/1016281/000101628118000024/csv-ex1033x20171231x10k.htm)†\n\n10.4\n[Form of Employee Incentive Stock Option Agreement under Carriage Services, Inc. 2017 Omnibus Incentive Plan. Incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2017, filed on February 21, 2018.](https://www.sec.gov/Archives/edgar/data/1016281/000101628118000024/csv-ex1031x20171231x10k.htm) †\n\n10.5\n[Form of Employee Restricted Stock Agreement under Carriage Services, Inc. 2017 Omnibus Incentive Plan. Incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2017, filed on February 21, 2018.](https://www.sec.gov/Archives/edgar/data/1016281/000101628118000024/csv-ex1030x20171231x10k.htm)†\n\n10.6\n[Form of Performance Award Agreement under Carriage Services, Inc. 2017 Omnibus Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 22, 2020.](https://www.sec.gov/Archives/edgar/data/1016281/000101628120000103/ex102-formofperformanceagr.htm) †\n\n10.7\n[Form of First Amendment to Performance Award Agreement under Carriage Services, Inc. 2017 Omnibus Incentive Plan dated as of June 1, 2021. Incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.](https://www.sec.gov/Archives/edgar/data/1016281/000101628122000046/formofamendmentgtgii060120.htm) †\n\n10.8\n[Form of Performance Award Agreement under Carriage Services, Inc. 2017 Omnibus Incentive Plan. Incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000077/ltiperformanceaward03072.htm)[5](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000077/ltiperformanceaward03072.htm)[to the Company's Current Report on Form](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000077/ltiperformanceaward03072.htm)[10](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000077/ltiperformanceaward03072.htm)[-](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000077/ltiperformanceaward03072.htm)[Q](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000077/ltiperformanceaward03072.htm)[filed on May](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000077/ltiperformanceaward03072.htm)[2, 202](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000077/ltiperformanceaward03072.htm)[5](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000077/ltiperformanceaward03072.htm)[.](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000077/ltiperformanceaward03072.htm) †\n\n10.9\n[Employment Agreement dated June 25, 2020, by and between the Company and Carlos Quezada. Incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.](https://www.sec.gov/Archives/edgar/data/1016281/000101628122000046/carlosquezadaagreementjune.htm)†\n\n10.10\n[First Amendment to Employment Agreement dated June 1, 2021, by and between the Company and Carlos Quezada. Incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form for its fiscal year ended December 31, 2021, 10-K filed on March 2, 2022.](https://www.sec.gov/Archives/edgar/data/1016281/000101628122000046/carlosquezadaagreementfirs.htm) †\n\n10.11\n[Second Amendment to Employment Agreement dated September 30, 2022, by and between the Company and Carlos Quezada. Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for its quarter ended September 30, 2022, filed on November 2, 2022.†](https://www.sec.gov/Archives/edgar/data/1016281/000101628122000120/carlosquezadaagreementse.htm)\n\n10.12\n[Third Amendment to Employment Agreement dated June 21, 2023, by and between the Company and Carlos R. Quezada. Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2023, filed on August 7, 2023.†](https://www.sec.gov/Archives/edgar/data/1016281/000101628123000108/carlosquezadaagreementth.htm)\n\n88\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)\n\n10.13\n[Fourth Amendment to Employment Agreement dated February 21, 2024, by and between the Company and Carlos R. Quezada. Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for its quarter ended March 31, 2024, filed on May 3, 2024.](https://www.sec.gov/Archives/edgar/data/1016281/000101628124000091/carlosquezadaagreementfo.htm) †\n\n10.14\n[Employment Agreement dated November 5, 2019, by and between the Company and Steven D. Metzger. Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.](https://www.sec.gov/Archives/edgar/data/1016281/000101628122000046/stevemetzgeragreementnovem.htm) †\n\n10.15\n[First Amendment to Employment Agreement dated June 1, 2021, by and between the Company and Steven D. Metzger. Incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.](https://www.sec.gov/Archives/edgar/data/1016281/000101628122000046/stevemetzgeragreementfirst.htm) †\n\n10.16\n[Second Amendment to Employment Agreement dated September 30, 2022, by and between the Company and Steven D. Metzger. Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for its quarter ended September 30, 2022, filed on November 2, 2022.†](https://www.sec.gov/Archives/edgar/data/1016281/000101628122000120/stevemetzgeragreementsec.htm)\n\n10.17\n[Third Amendment to Employment Agreement dated June 21, 2023, by and between the Company and Steven D. Metzger. Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2023, filed on August 7, 2023.†](https://www.sec.gov/Archives/edgar/data/1016281/000101628123000108/stevemetzgeragreementthi.htm)\n\n10.18\n[Fourth Amendment to Employment Agreement dated February 21, 2024, by and between the Company and Steven D. Metzger. Incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for its quarter ended March 31, 2024, filed on May 3, 2024.](https://www.sec.gov/Archives/edgar/data/1016281/000101628124000091/stevemetzgeragreementfou.htm) †\n\n10.19\n[Employment Agreement dated April 1, 2022, by and between the Company and Rob Franch. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for its quarter ended March 31, 2025, filed on May 2, 2025.](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000077/robfranchagreement040120.htm) †\n\n10.20\n[First Amendment to Employment Agreement dated April 29, 2024, by and between the Company and Rob Franch. Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for its quarter ended March 31, 2025, filed on May 2, 2025.](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000077/robfranchfirstamendment0.htm) †\n\n10.21\n[Employment Agreement dated February 23, 2022, by and between the Company and Shane Pudenz. Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for its quarter ended March 31, 2025, filed on May 2, 2025.](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000077/shanepudenzagreementfebr.htm) †\n\n10.22\n[First Amendment to Employment Agreement dated April 30, 2024, by and between the Company and Shane Pudenz. Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for its quarter ended March 31, 2025, filed on May 2, 2025.](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000077/signedshanepudenzfirstam.htm) †\n\n10.23\n[Employment Agreement dated March 25, 2024, by and between the Company and Kathryn Shanley. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 25, 2024.](https://www.sec.gov/Archives/edgar/data/1016281/000101628124000063/kathyshanleyagreement032.htm) †\n\n10.24\n[Employment Agreement dated January 2, 2025, by and between the Company and John Enwright. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 4, 2024.](https://www.sec.gov/Archives/edgar/data/1016281/000101628124000182/enwrightemploymentagreem.htm) †\n\n10.25\n[Indemnity Agreement with Melvin C. Payne dated December 18, 2000. Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed on April 2, 2001.](https://www.sec.gov/Archives/edgar/data/1016281/000091205701506194/a2043597zex-10_20.txt) †\n\n10.26\n[Transition Agreement, dated February 21, 2024, by and between the Company and Melvin C. Payne. Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on February 22, 2024.](https://www.sec.gov/Archives/edgar/data/1016281/000121390024015900/ea0200435ex99-2_carriage.htm) †\n\n10.27\n[Form of Notes Repurchase Agreement. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 4, 2020.](https://www.sec.gov/Archives/edgar/data/1016281/000119312520240126/d35567dex101.htm)\n\n10.28\n[First Amended and Restated Credit Agreement dated as of May 13, 2021, among Carriage Services, Inc., the guarantors party thereto, the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 13, 2021.](https://www.sec.gov/Archives/edgar/data/1016281/000119312521160561/d535610dex101.htm)\n\n10.29\n[First Amendment and Commitment Increase to First Amended and Restated Credit Agreement dated as of November 22, 2021, among Carriage Services, Inc., the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 23, 2021.](https://www.sec.gov/Archives/edgar/data/1016281/000119312521338438/d114046dex101.htm)\n\n10.30\n[Second Amendment and Commitment Increase to First Amended and Restated Credit Agreement dated as of May 27, 2022, among Carriage Services, Inc., the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent, swing line lender, and L/C issuer.](https://www.sec.gov/Archives/edgar/data/1016281/000119312522165282/d535125dex101.htm)[Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 1, 2022.](https://www.sec.gov/Archives/edgar/data/1016281/000119312522165282/d535125dex101.htm)\n\n89\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)\n\n10.31\n[Third Amendment and Commitment Increase to First Amended and Restated Credit Agreement dated as of December 9, 2022, among Carriage Services, Inc., the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 12, 2022.](https://www.sec.gov/Archives/edgar/data/1016281/000101628122000123/carriage-thirdamendmentt.htm)\n\n10.32\n[Fourth Amendment to First Amended and Restated Credit Agreement dated as of July 31, 2024, among Carriage Services, Inc., 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. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 31, 2024.](https://www.sec.gov/Archives/edgar/data/1016281/000119312524190142/d872733dex101.htm)\n\n19.1\n[Carriage Services, Inc. Insider Trading & Anti-Hedging Policy, dated February 19, 2025. Incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2024, filed on February 28, 2025.](https://www.sec.gov/Archives/edgar/data/1016281/000101628125000045/csvinsidertradinganti-he.htm)\n\n*21.1  \n[Subsidiaries of the Company.](csv-ex211.htm)\n\n*23.1  \n[Consent of Grant Thornton LLP.](csv-ex231.htm)\n\n*31.1  \n[Certification of Periodic Financial Reports by Carlos R. Quezada in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.](csv-ex311.htm)\n\n*31.2  \n[Certification of Periodic Financial Reports by John Enwright in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.](csv-ex312.htm)\n\n**32  \n[Certification of Periodic Financial Reports by Carlos R. Quezada and John Enwright in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section 1350.](csv-ex32.htm)\n\n97.1\n[Carriage Services, Inc. Compensation Recovery Policy, dated January 10, 2024. Incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2023, filed on March 1, 2024.](https://www.sec.gov/Archives/edgar/data/1016281/000101628124000041/carriageservices-compensat.htm)\n\n*101  Interactive Data Files.\n\n__________________\n\n(*)Filed herewith.\n\n(**)Furnished herewith.\n\n(†)Management contract or compensatory plan or arrangement."}