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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 30, 2026
Carriage
Services, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
1-11961 |
|
76-0423828 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
3040
Post Oak Boulevard, Suite 300
Houston,
Texas |
|
77056 |
| (Address of principal executive
offices) |
|
(Zip Code) |
(713)
332-8400
(Registrant’s telephone number, including
area code)
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ¨ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common
Stock, par value $.01 per share |
CSV |
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| ITEM
1.01 | ENTRY
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
1.0 | |
| 0.50 | % | |
| 1.50 | % |
| Category 3: < 4.0 to 1.0 but > 3.5 to
1.0 | |
| 0.75 | % | |
| 1.75 | % |
| 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
1.02 | TERMINATION
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
2.03 | CREATION
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
7.01 | REGULATION
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.
| ITEM
9.01 | FINANCIAL
STATEMENTS AND EXHIBITS. |
d) Exhibits.
| Exhibit Number |
|
Description |
| 10.1* |
|
Credit
Agreement dated September 30, 2026, by and among Carriage Services, Inc., the subsidiaries of the Company party thereto
as guarantors, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent. |
| 99.1 |
|
Press
Release dated September 30, 2026 |
| 99.2 |
|
Press
Release dated September 30, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*Certain
schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes
to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
September 30, 2026
| |
CARRIAGE SERVICES, INC. |
| |
|
|
| |
By: |
/s/ John
Enwright |
| |
|
John Enwright |
| |
|
Senior Vice President,
Chief Financial Officer and Treasurer |
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 borrowing.
Based on the Company’s current leverage level, the New Facility
is expected to reduce the effective borrowing margin by approximately 50 basis points as total net leverage declines below 4.0x. The New
Facility also provides improved commitment-fee pricing across most leverage tiers, which is expected to meaningfully lower the Company’s
cost of capital, enhance expected returns on incremental growth investments, and support a disciplined balance sheet.
The Company’s obligations under the New Facility are guaranteed
by certain wholly owned subsidiaries and secured by a first-priority lien on substantially all of the assets of the Company and of the
subsidiary guarantors.
The New Facility provides additional flexibility to support working
capital, capital expenditures, strategic acquisitions, refinancing activities and other general corporate purposes. It also includes additional
covenant flexibility for qualifying acquisitions while maintaining the Company’s baseline maximum leverage ratio of 5.00x and minimum
fixed-charge coverage ratio of 1.20x.
“The closing of our new credit facility represents another important
step in strengthening Carriage’s capital structure and advancing the Company’s long-term growth strategy,” said Carlos
Quezada, Vice Chairman and Chief Executive Officer of Carriage Services. “The increased capacity, lowered costs, and enhanced flexibility
support our ability to invest in our premier businesses and pursue attractive acquisition opportunities while maintaining a disciplined
and balanced approach to capital allocation.”
John Enwright, Senior Vice President, Chief Financial Officer and Treasurer,
added, “We are pleased to have proactively completed this facility with the strong support of our new and existing lending partners.
The new agreement increases our committed capacity, extends our stated maturity profile and reduces borrowing spreads across the pricing
grid. It also provides greater flexibility to execute our growth and capital-allocation priorities while preserving the financial discipline
that remains central to our strategy.”
JPMorgan Chase Bank, N.A. serves as Administrative Agent and acted
as Lead Left Bookrunner and Lead Left Arranger. Truist Bank and Regions Bank also acted as Joint Bookrunners, Joint Lead Arrangers and
Co-Syndication Agents.
Additional information regarding the New Facility will be included
in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.
About Carriage Services
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.
For more information, please contact
us at investorrelations@carriageservices.com.
Cautionary Statement
Certain statements made herein or elsewhere
by, or on behalf of, Carriage (the "Company") that are not historical facts are intended to be forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements are based on assumptions that the Company believes are reasonable; however, many important factors, as discussed
under "Forward-Looking Statements and Cautionary Statements" in the Company's Annual Report on Form 10-K for the year
ended December 31, 2025 and in the Company’s Quarterly Reports on Form 10-Q, could cause the Company's results in the
future to differ materially from the forward-looking statements made herein and in any other documents or oral presentations made by,
or on behalf of, the Company. The Company assumes no obligation to update or publicly release any revisions to forward-looking statements
made herein or any other forward-looking statements made by, or on behalf of, the Company. A copy of the Company's Annual Report on Form 10-K,
the Company's Quarterly Reports on Form 10-Q, and other information about the Company and news releases, are available at https://www.carriageservices.com.
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 capital requirements, we concluded that maintaining the ATM program was not in the best interests of our shareholders.”
Quezada continued, “We do not believe issuing
equity at current valuation levels appropriately reflects Carriage’s intrinsic value or our long-term earnings potential. This framework
provides investors greater clarity regarding how we intend to deploy capital: investing in our businesses, strengthening our balance sheet,
pursuing selective acquisitions, repurchasing shares and proactively managing our long-term capital structure. Given the Company’s
fundamentals and consistent performance over the past several years relative to the market’s recent valuation of our stock, we believe
it is prudent to be positioned to repurchase shares when we believe a meaningful performance-to-valuation disconnect exists.”
In a separate release issued today, Carriage announced
that it has entered into a new $300 million revolving credit facility with a new bank syndicate led by JPMorgan Chase, replacing its existing
$250 million facility. The new facility expands its banking relationships and is expected to strengthen Carriage’s liquidity and
enhance its financial flexibility. For more information regarding the Company’s new credit facility, a copy of that press release
is available on the Company’s investor relations website.
A Disciplined Capital Allocation Hierarchy
Carriage’s capital allocation decisions
will be guided by a fundamental objective: creating sustainable long-term value per share while maintaining a strong and appropriately
capitalized balance sheet.
The Company’s first priority is to fund
the operating and strategic needs of its existing businesses. Beyond those investments, Carriage will balance debt reduction, selective
acquisitions and share repurchases based on their expected returns, strategic value and impact on long-term value per share.
The increased capacity under the new credit facility
is a source of financial flexibility, not a change in Carriage’s leverage philosophy. The Company remains committed to disciplined
leverage and strengthening its credit profile.
Share repurchases and acquisitions will therefore
be balanced against Carriage’s leverage objectives and its priority of strengthening the Company’s financial position well
ahead of the maturity of its Senior Notes in May 2029.
Specifically, Carriage plans to allocate capital
according to the following priorities.
Investing in Our Core Business
Carriage will continue to fund the maintenance
and growth investments necessary to strengthen its existing businesses, deliver premier experiences to client families and support sustainable
organic growth.
Capital will be directed toward opportunities
that improve the performance of Carriage’s funeral homes and cemeteries, including new cemetery developments and inventory, as well
as new systems and capabilities required to execute the Company’s 2030 Vision.
Strengthening Our Balance Sheet and Capital
Structure
Reducing leverage and strengthening the Company’s
credit profile remain central priorities.
A key objective of the framework is to position
Carriage well in advance of the maturity of its $400 million of outstanding principal amount of 4.25% Senior Notes in May 2029. Through
these efforts, the Company intends to enhance its refinancing flexibility and position itself to achieve an attractive and sustainable
cost of capital, consistent with prudent leverage and liquidity management.
Consistent with these objectives, Carriage
is lowering its targeted leverage ratio range from 3.5x–4.0x to 3.0x–3.5x.
The Company expects to progress toward this target
through consistent operating performance, growth in Adjusted Consolidated EBITDA and free cash flow, disciplined debt reduction and prudent
capital deployment.
The timing and structure of any future refinancing
of Carriage’s Senior Notes due May 2029 will depend on the Company’s operating performance and credit profile, prevailing
market conditions, interest rates and other relevant considerations.
Continuing to Pursue Selective, High-Quality
Acquisitions
Strategic acquisitions remain an important component
of Carriage’s 2030 Vision. The Company will continue to pursue premier businesses that demonstrate strong cultural and strategic
alignment, sustainable earnings, attractive returns on invested capital and the ability to create long-term value per share.
Potential acquisitions will be evaluated against
the Company’s leverage, liquidity and capital-structure objectives. Carriage will not pursue growth for growth’s sake or undertake
transactions that compromise its balance-sheet priorities.
The Company intends to remain selective and disciplined,
pursuing acquisitions when the strategic and financial merits justify the deployment of capital.
Continued Focus on Execution
Carriage remains focused on achieving its operating
and financial commitments while advancing its 2030 Vision. The Company expects to provide its next operating and financial update in connection
with the release of its third-quarter results, at which time it will also provide an update regarding its ongoing strategic acquisition
activities.
“The team at Carriage focuses on connecting
intention with execution,” Quezada concluded. “This framework applies that same discipline to every dollar we deploy. We will
invest in our businesses, deliver on our commitments, strengthen our balance sheet, prepare thoughtfully for our long-term capital needs,
acquire premier businesses that meet our standards and repurchase our shares when we believe they represent an attractive investment.”
“We will remain flexible and intentional
in allocating capital. Our objective is not growth for its own sake, nor is it simply debt reduction or share repurchases. Our objective
is to deploy every dollar where we believe it can create the greatest sustainable long-term value per share, while maintaining the financial
strength necessary to execute on our 2030 Vision.”
About Carriage Services
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.
For more information, please contact
Carriage Services Investor Relations at investorrelations@carriageservices.com.
Cautionary Statement on Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
and contains certain statements and information that may constitute forward-looking statements within the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. All statements made herein or elsewhere by us, or on our behalf, other than statements
of historical information, should be deemed to be forward-looking statements, which include, but are not limited to, statements regarding
any projections of earnings, revenue, cash flow, adjusted EBITDA, investment returns, capital allocation, debt levels, equity performance,
death rates, market share growth, cost inflation, overhead, preneed sales or other financial items; any statements of management of the
plans, strategies, objectives and timing of management related to our capital allocation framework, including our planned uses of free
cash flow and future capital allocation, including share repurchases, internal growth projects, potential strategic acquisitions, or debt
repayment or refinancing plans; any statements of the plans, strategies, objectives and timing of management for future operations or
financing activities, including, but not limited to, organizational performance, execution of our strategic objectives and growth strategy,
planned acquisitions and divestitures, technology improvements, product development, the ability to obtain credit or financing, the ability
to refinance outstanding indebtedness, anticipated integration, performance and other benefits of recently completed and anticipated acquisitions,
and cost management and debt reductions; any statements of the plans, timing and objectives of management for acquisition and divestiture
activities; any statements regarding future economic conditions and market conditions or performance; or any statements of belief; and
any statements of assumptions underlying any of the foregoing and are based on our current expectations and beliefs concerning future
developments and their potential effect on us. Words such as “may”, “will”, “estimate”, “intend”,
“believe”, “expect”, “seek”, “project”, “forecast”, “foresee”,
“should”, “would”, “could”, “plan”, “anticipate” and other similar words may
be used to identify forward-looking statements; however, the absence of these words does not mean that the statements are not forward-looking.
While we believe these assumptions concerning future events are reasonable as and when made, there can be no assurance that future developments
affecting us will be those that we anticipate. All comments concerning our expectations for future revenue and operating results are based
on our forecasts for our existing operations and do not include the potential impact of any future acquisitions or divestitures, except
where specifically noted. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control)
and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections.
Important factors that could cause actual results to differ materially from those in the forward-looking statements include but are not
limited to: our ability to find and retain skilled personnel; the effects of our talent recruitment efforts, incentive, and compensation
plans and programs, including such effects on our Standards Operating Model and the Company’s operational and financial performance;
our ability to execute our strategic objectives and growth strategy, if at all; our ability to meet the timing, objectives, and expectations
related to our 2030 Vision, if at all; the potential adverse effects on the Company’s business, financial and equity performance
if management fails to meet the expectations of its strategic objectives and growth plan; the execution of our Standards Operating and
strategic acquisition frameworks; the effects of competition; changes in the number of deaths in our markets, which are not predictable
from market to market or over the short term; changes in consumer preferences and our ability to adapt to or meet those changes; our ability
to generate preneed sales, including implementing our cemetery portfolio sales strategy, product development, and optimization plans;
the investment performance of our funeral and cemetery trust funds; fluctuations in interest rates, including, but not limited to, the
effects of increased borrowing costs under our new credit facility and our ability to minimize such costs, if at all; the effects of inflation
on our operational and financial performance, including the increased overall costs for our goods and services, the impact on customer
preferences as a result of changes in discretionary income, and our ability, if at all, to mitigate such effects; our ability to obtain
debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital requirements and the
repayment or refinancing of indebtedness; our ability to meet the timing, objectives and expectations related to our capital allocation
framework, including our forecasted rates of return, planned uses of free cash flow and future capital allocation, including debt repayment
plans, internal growth projects, potential strategic acquisitions, share repurchases, or dividend increases; our ability to meet the projected
financial and performance guidance of our updated full year outlook, if at all; the timely and full payment of death benefits related
to preneed funeral contracts funded through life insurance policies; the financial condition of third-party insurance companies that fund
our preneed funeral contracts; increased or unanticipated costs, such as merchandise, goods, insurance or taxes, and our ability to mitigate
or minimize such costs, if at all; our level of indebtedness and the cash required to service our indebtedness; changes in federal income
tax laws and regulations and the implementation and interpretation of these laws and regulations by the Internal Revenue Service, including
changes and potential impacts, if any, resulting from the recently enacted One Big Beautiful Bill Act; effects of the application of other
applicable laws and regulations, including changes in such regulations or the interpretation thereof; the potential impact of epidemics
and pandemics, including any new or emerging public health threats, on customer preferences and on our business; government, social, business,
and other actions that have been and will be taken in response to pandemics and epidemics, including potential responses to any new or
emerging public health threats; effects and expense of litigation; consolidation in the funeral and cemetery industry; our ability to
identify and consummate strategic acquisitions on commercially reasonable terms and on a timely basis, if at all, and successfully integrate
acquired businesses with our existing businesses, including expected performance and financial improvements related thereto; our ability
to successfully complete any non-core asset divestitures on commercially reasonable terms and on a timely basis, if at all, and the impact
of any such divestitures on our Company, including any financial, operational, tax or other similar impacts related thereto; the effects
of any additional imposition or changes in tariffs or trade agreements including, but not limited to, any potential disruptions in international
trade, any increased inflationary pressures on the economy or costs for our goods, and our ability, if at all, to mitigate such effects;
economic, financial, and stock market fluctuations; significant weather events, natural disasters, or catastrophic events; uncertainty
around, and disruption from, new and emerging technologies, such as artificial intelligence (“AI”) and generative AI, and
the failure to adapt or successfully incorporate such technologies into the Company's business; interruptions or security lapses of our
information technology, including any cybersecurity or ransomware incidents; adverse developments affecting the financial services industry;
military conflicts, acts of war or terrorists acts and the governmental or military response to such acts or conflicts; our failure to
maintain effective control over financial reporting; and other factors and uncertainties inherent in the funeral and cemetery industry.
For additional information regarding known material factors that could
cause our actual results to differ from our projected results, please see “Risk Factors” in our Annual Report on Form 10-K
for the year ended December 31, 2025, and in other filings with the SEC, available at www.carriageservices.com. Investors are cautioned
not to place undue reliance on forward-looking statements, which speak only as of the date of the applicable communication and we undertake
no obligation to publicly update or revise any forward-looking statements except to the extent required by applicable law.