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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.

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CARRIAGE SERVICES, INC.
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056

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 12th 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,

Donald D. Patteson, Jr.
Non-Executive
Chair of the Board

[MISSING IMAGE: ph_donalddpattesonjr-4c.jpg]

Carlos R. Quezada.
Vice Chair of the Board and
Chief Executive Officer

[MISSING IMAGE: ph_carlosrquezada-4c.jpg]

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PRELIMINARY NOTICE AND PROXY STATEMENT — SUBJECT TO COMPLETION

CARRIAGE SERVICES, INC.
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056

NOTICE OF 2026 ANNUAL
MEETING OF SHAREHOLDERS

				DATE & TIME: May 12, 2026 9:00 a.m. Central Time			MEETING AGENDA 1. Elect two (2) class III directors to serve until the 2029 Annual Meeting; 2. Approve our proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors; 3. To approve, on an advisory basis, our 2025 Named Executive Officers’ compensation; 4. Approve our proposed Second Amendment to the Company’s 2017 Omnibus Incentive Plan; and 5. Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ended 2026. We will also transact any other business as may properly come before the meeting.
				PLACE: Carriage Services, Inc. 3040 Post Oak Boulevard, Lobby Conference Room, Houston, Texas 77056
				RECORD DATE: March 13, 2026

YOUR VOTE IS IMPORTANT — YOU CAN VOTE IN ONE OF THREE WAYS:

VIA THE INTERNET
Visit the website listed on your proxy card

BY MAIL
Sign, date and return your proxy card in the enclosed envelope

IN PERSON
Attend the Annual Meeting

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,

[INSERT SIGNATURE]

Sam A. Mazzu, III
Vice President, General Counsel & Secretary

March [27], 2026

	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON TUESDAY, MAY 12, 2026
	The Notice of Annual Meeting of Shareholders, the Proxy Statement and the 2025 Annual Report to Shareholders are available at www.carriageservices.com.

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	Page No.
PROXY STATEMENT		1
Annual Meeting Date and Location		1
Delivery of Proxy Materials		1
Questions and Answers About Our Annual Meeting and Voting		1
Proxy Summary		6
PROPOSAL NO. 1: ELECTION OF CLASS III DIRECTORS		7
BOARD LEADERSHIP AND CORPORATE GOVERNANCE		13
Corporate Governance Highlights		13
Looking Ahead — Annual Election of All Directors in 2027		13
Risk Oversight of the Board		13
Director Qualification, Experience and Tenure		14
Director Nomination Process		14
Organization and Committees of Our Board		14
Director Independence		17
Board’s Interaction with Shareholders		17
Annual Evaluations		17
Corporate Governance Guidelines, Business Conduct and Ethics		17
Compensation Committee Interlocks and Insider Participation		17
Carriage Culture — Driving Positive Social and Environmental Impacts		18
DIRECTOR COMPENSATION		23
General		23
Director Compensation Table		24
PROPOSAL NO. 2: AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS		25
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS		27
Stock Ownership of Management		27
Stock Ownership of Certain Beneficial Owners		28
Delinquent Section 16(a) Reports		28
COMPENSATION COMMITTEE REPORT		29
EXECUTIVE MANAGEMENT		30
COMPENSATION DISCUSSION AND ANALYSIS		32
Compensation Philosophy and Practices		33
Consideration of Previous Shareholder Advisory Vote		35
Elements of Compensation		35
Employment Agreements		36
Compensation Evaluation Process		36
CEO Compensation		37

	Page No.
Base Salaries		38
Annual Cash Incentive Bonuses		38
Long-Term Equity-Based Incentives		39
Executive Compensation Policies and Practices as they Relate to Our Risk Management		40
Tax and Accounting Considerations		41
EXECUTIVE COMPENSATION		42
Summary Compensation Table		42
Grants of Plan-Based Awards		43
Outstanding Equity Awards at Fiscal Year-End		44
Option Exercises and Stock Vestings		44
Potential Payments Upon Termination		45
Pension Benefits		46
Nonqualified Deferred Compensation Plan		46
CEO Pay Ratio		47
Pay Versus Performance		48
PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		54
PROPOSAL NO. 4: SECOND AMENDMENT TO THE AMENDED AND RESTATED CARRIAGE SERVICES, INC. 2017 OMNIBUS INCENTIVE PLAN		55
AUDIT COMMITTEE REPORT		65
PROPOSAL NO. 5: RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP		66
Pre-Approval Policy for Services of Independent Registered Public Accounting Firm		66
Audit Fees		66
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		67
Policies and Procedures for Review and Approval of Related Party Transactions		67
Related Party Transactions		67
OTHER BUSINESS		68
SHAREHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING		69
ADDITIONAL INFORMATION		70
Annual Report		70
APPENDICES
APPENDIX A — AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION		A-1
APPENDIX B — SECOND AMENDMENT TO THE CARRIAGE SERVICES, INC. 2017 OMNIBUS INCENTIVE PLAN		B-1

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PROXY STATEMENT

This Proxy Statement is being furnished to you by the Board of Directors (our “Board”) of Carriage Services, Inc. (“Carriage Services,” “Carriage,” the “Company,” “we,” “us” or “our”) for use at our 2026 Annual Meeting of Shareholders (our “Annual Meeting”).

Annual Meeting Date and Location

We intend to hold our Annual Meeting in person at our offices at 3040 Post Oak Boulevard, Lobby Conference Room, Houston, Texas 77056, on Tuesday, May 12, 2026, at 9:00 a.m., Central Time. If you plan to attend in person, please use the main lobby entrance where you will see an area to check in prior to entering the room.

In the event circumstances change to prevent or limit an in-person meeting, we may implement additional procedures or limitations on meeting attendees or determine that alternate Annual Meeting arrangements are advisable or required (i.e., a virtual-only meeting). If we determine that such alternative arrangements are advisable or required, then we will announce our decision and post additional information on our Investors Relations website at www.carriageservices.com and file a notice with the SEC. Please check this website in advance of the Annual Meeting date if you are planning to attend in person.

Delivery of Proxy Materials

Mailing Date and Delivery of Proxy Materials

On or about March 27, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) to our shareholders containing instructions on how to access the Proxy Materials and submit your proxy online. We have made these Proxy Materials available to you over the internet or, upon your request, have delivered paper copies of these materials to you by mail, in connection with the solicitation of proxies by the Board for our Annual Meeting.

Shareholders Sharing the Same Address

Each shareholder of record will receive one Notice of Internet Availability, regardless of whether you have the same address as another registered shareholder. If your shares are held in “street name” (that is, in the name of a financial institution, broker or other holder of record), applicable rules permit brokerage firms and the Company, under certain circumstances, to send one Notice of Internet Availability to multiple shareholders who share the same address. This practice is known as “householding.” Householding saves printing and postage costs by reducing duplicate mailings. If you hold your shares through a broker, you may have consented to reducing the number of copies of materials delivered to your address. In the event that you wish to revoke a “householding” consent you previously provided, you must contact your broker to revoke your consent. You may also contact the Company directly to request copies of materials by submitting a written request to our Corporate Secretary at 3040 Post Oak Boulevard, Suite 300, Houston, TX 77056. If your household is receiving multiple copies of the Notice of Availability and you wish to request delivery of a single copy, you should contact your broker directly.

Questions and Answers About Our Annual Meeting and Voting

Why am I receiving these proxy materials?

Our Board is soliciting your proxy to vote at our Annual Meeting because you owned shares of our common stock, par value $.01 per share (the “Common Stock”) at the close of business on March 13, 2026, the record date for our Annual Meeting (the “Record Date”), and are therefore entitled to vote at our Annual Meeting.

This Proxy Statement, along with a proxy card, is made accessible, free of charge to you, via the Internet at http://investors.carriageservices.com/annuals-proxies.cfm, or if elected, mailed to our shareholders on or about March 27, 2026. This Proxy Statement summarizes the information that you need to know in order to cast your vote at our Annual Meeting. As a shareholder, your vote is very important and our Board strongly encourages you to exercise your right to vote. You do not need to attend our Annual Meeting in person to vote your shares. Whether or not you plan to attend our Annual Meeting, we encourage you to vote your shares by voting via the Internet or completing, signing, dating and returning the enclosed proxy card in the envelope provided. See “About Our Annual Meeting — How do I vote my shares?” below.

2026 Proxy Statement 1

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PROXY STATEMENT

What am I voting on and how does our Board recommend that I vote?

Proposal Number	Subject of Proposal	Recommended Vote	For details see pages starting on
1	Elect Donald D. Patteson, Jr. and Douglas B. Meehan to our Board as Class III Directors.	FOR each nominee	7
2	Approve our proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors.	FOR the proposal	25
3	Approve, on an advisory basis, our Named Executive Officers’ compensation, as presented in this Proxy Statement.	FOR the proposal

SEC Form PRE 14A filed by Carriage Services Inc.