As filed with the Securities and Exchange Commission on February 22, 2022

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CARRIAGE SERVICES, INC.

(Exact name of registrant as specified in its charter)

3040 Post Oak Blvd., Suite 300

Houston, Texas 77056

(Address of Principal Executive Offices) (Zip Code)

AMENDED AND RESTATED CARRIAGE SERVICES, INC. 2007 EMPLOYEE STOCK PURCHASE PLAN

CARRIAGE SERVICES, INC. 2017 OMNIBUS INCENTIVE PLAN

(Full Title of the plans)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicated 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 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

In accordance with General Instruction E to Form S-8, this registration statement incorporates by reference the contents of Registration Statement No. 333-162408 on Form S-8 filed by Carriage Services, Inc. (the “Company”) on October 9, 2009 and Registration Statement No. 333-225142 on Form S-8 filed by the Company on May 23, 2018 relating to shares of common stock, par value $0.01 per share (“Common Stock”), issuable pursuant to the Amended and Restated Carriage Services, Inc. 2007 Employee Stock Purchase Plan (as amended, the “ESPP Plan”), along with the contents of Registration Statement No. 333-218115 on Form S-8 filed by the Company on May 19, 2017 relating to shares of Common Stock, issuable pursuant to the Carriage Services, Inc. 2007 Omnibus Incentive Plan (as amended, the “Omnibus Plan”). This registration statement, which is being filed to register an additional 300,000 shares of Common Stock made available for issuance pursuant to the ESPP Plan and an additional 1,500,000 shares of Common Stock made available for issuance pursuant to the Omnibus Plan, respectively and which are the same class as those shares of Common stock registered under the Company’s registration statements incorporated by reference in this registration statement, consists of the facing page, this page, other required information, required opinions, consents and other exhibits, and the signature page.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The Company incorporates by reference herein the following documents filed by it with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), other than any portion of such documents or information deemed to have been furnished and not filed in accordance with SEC rules:

In addition, the Company incorporates by reference all documents filed by it pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 or Item 7.01, or any corresponding information furnished under Item 9.01, on any Current Report on Form 8-K) subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. All such incorporated documents shall be deemed to be a part of this registration statement from the dates of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference into this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any other subsequently filed document which also is or is deemed to be incorporated into this registration statement modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 22 day of February 2022.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Melvin C. Payne, C. Benjamin Brink and Steven D. Metzger, and each of them, either of whom may act without joinder of the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of either of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Exhibit 5.1

[Porter Hedges LLP Letterhead]

February 22, 2022

Carriage Services, Inc.

3040 Post Oak Blvd., Suite 300

Houston, Texas 77056

Ladies and Gentlemen:

We have acted as counsel to Carriage Services, Inc., a Delaware corporation (the “Company”), in connection with the preparation for filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended. The Registration Statement relates to the registration of an additional 1,800,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), that are issuable pursuant to (i) the Company’s Amended and Restated 2007 Employee Stock Purchase Plan (as amended, the “ESPP Plan”), and (ii) the Company’s 2017 Omnibus Incentive Plan (as amended, the “Omnibus Plan” and, together with the ESPP Plan, the “Plans”).

We have examined the Plans and such corporate records, documents, instruments and certificates of the Company, and have reviewed such questions of law as we have deemed necessary, relevant or appropriate to enable us to render the opinion expressed herein. In such examination, we have assumed without independent investigation the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, and the conformity of any documents submitted to us as copies to their respective originals. As to certain questions of fact material to this opinion, we have relied without independent investigation upon statements or certificates of public officials and officers of the Company.

Based upon such examination and review, we are of the opinion that the Shares have been duly and validly authorized and will, upon issuance and delivery as contemplated by the Plans, be validly issued, fully paid and nonassessable outstanding shares of Common Stock.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that our firm is in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

The opinion set forth above is limited in all respects to matters of the General Corporation Law of the State of Delaware.

This opinion is rendered on the date hereof and we disclaim any duty to advise you regarding any changes in the matters addressed herein.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 2, 2021 with respect to the consolidated financial statements and internal control over financial reporting of Carriage Services, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2020, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

Dallas, Texas

February 22, 2022

Exhibit 107

EX-FILING FEES

Calculation of Filing Fee Table

Form S-8

(Form Type)

Carriage Services, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities