Carriage Services Inc美股招股说明书(2026-05-06版)

We have entered into an Equity Distribution Agreement (the “Sales Agreement”) with Oppenheimer &Co. Inc. (“Oppenheimer”) and Raymond James & Associates, Inc. (“Raymond James” and, together withOppenheimer, the “Sales Agents”) relating to shares of our common stock, $0.01 par value per share,offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms ofthe Sales Agreement, from time to time we may offer and sell shares of our common stock having anaggregate gross sales price of up to $100,000,000 through or to the Sales Agents, acting as sales agents orprincipals, pursuant to this prospectus supplement and the accompanying prospectus. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed tobe an “at the market offering” as defined in Rule415(a)(4) promulgated under the Securities Act of 1933, asamended (the “Securities Act”). Subject to the terms of the Sales Agreement, the Sales Agents are notrequired to sell any specific number or dollar amounts of our common stock but will use commerciallyreasonable efforts consistent with their normal trading and sales practices and applicable state and federallaws, rules and regulations and the rules of the New York Stock Exchange (the “Exchange”), on mutuallyagreed terms between the Sales Agents and us. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. The Sales Agents will be entitled to compensation under the terms of the Sales Agreement at acommission rate of up to 3.0% of the gross proceeds from each sale of our common stock. See “Plan ofDistribution” for additional information regarding the compensation to be paid to Oppenheimer. The netproceeds from any sales under this prospectus supplement will be used as described under “Use ofProceeds.” The proceeds we receive from sales of our common stock, if any, will depend on the number ofshares actually sold and the offering price of such shares. In connection with the sales of our common stock on our behalf, the Sales Agents will be deemed to be“underwriters” within the meaning of the Securities Act and the compensation of the Sales Agents will bedeemed to be underwriting commissions or discounts. We have also agreed to provide indemnification andcontributions to the Sales Agents against certain liabilities, including liabilities under the Securities Act andthe Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CSV”. OnMay 5, 2026, the last reported sale price of our common stock was $47.48 per share. Investing in our common stock involves significant risks. See “Risk Factors” beginning on pageS-3of thisprospectus supplement and the risk factors that are incorporated by reference into this prospectus supplementand the accompanying prospectus from our filings made with the Securities and Exchange Commission (the“SEC”) pursuant to the Exchange Act for a discussion of the factors you should carefully consider beforedeciding to invest in our common stock. Neither the SEC nor any state securities commission has approved or disapproved of our common stock ordetermined if this prospectus supplement or the accompanying prospectus is accurate, truthful or complete. Anyrepresentation to the contrary is a criminal offense. Oppenheimer & Co. Raymond James The date of this prospectus supplement is May 6, 2026. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2RISK FACTORSS-3USE OF PROCEEDSS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-10EXPERTSS-10WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-11 Prospectus ABOUT THIS PROSPECTUSiiCARRIAGE SERVICES, INC.1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2WHERE YOU CAN FIND MORE INFORMATION5INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE5RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF DEBT SECURITIES8DESCRIPTION OF CAPITAL STOCK18DESCRIPTION OF DEPOSITARY SHARES22DESCRIPTION OF WARRANTS24DESCRIPTION OF SUBSCRIPTION RIGHTS26DESCRIPTION OF PURCHASE CONTRACTS27DESCRIPTION OF UNITS28FORMS OF SECURITIES29PLAN OF DISTRIBUTION31LEGAL MATTERS34EXPERTS34 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement onForm S-3 that we filed with the SEC using a “shelf” registration process. Under the shelf registrationprocess, we may offer shares of our common stock having an aggregate offering price of up to $100,000,000from time to time through Oppenheimer and Raymond James acting as our agents under this prospectussupplement at prices and on terms to be determined by market conditions at the time of offering. Beforebuying any of the shares of common stock that we are offering, we urge you to carefully read thisprospectus supplement, together with the information incorporated by reference as described under