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): ~~April~~September 2224, 2025

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Federal Signal Corporation

(Exact name of registrant as specified in its charter)

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Delaware

001-6003

36-1063330

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

1333 Butterfield Road, Downers Grove, Illinois

(Address of principal executive offices)

60515

(Zip Code)

(630) 954-2000

(Registrant’s telephone number, including area code)

___________________________________

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:

☐ 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 $1.00 per share	FSS	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.o

Item 5 1.0701 Entry ~~Submission~~into ~~of Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On ~~April 22~~September 24, 2025, Federal Signal Corporation, a Delaware corporation (the “Company”), ~~held~~entered ~~its~~into ~~2025~~an ~~Annual~~Equity ~~Meeting~~Purchase ofAgreement ~~Stockholders~~ (the “~~Annual~~Purchase ~~Meeting~~Agreement”). Aswith ofMcLaughlin ~~the~~Family ~~February 24,~~Companies ~~2025 record date~~Inc., ~~there~~an ~~were~~Iowa 61corporation,~~097,138~~ ~~shares~~and ofScranton ~~the~~Manufacturing Company’s ~~common stock outstanding~~Inc., ~~The~~an ~~holders~~Iowa ofcorporation ~~57,661,698~~(“New ~~shares~~Way”). ofPursuant ~~common stock~~to, ~~representing~~and ~~94.4%~~subject ofto the ~~outstanding~~terms ~~shares~~and ~~entitled~~conditions ~~to vote as~~ of, the ~~record~~Purchase ~~date~~Agreement, ~~were represented at~~ the ~~Annual~~Company ~~Meeting~~will inacquire ~~person~~all orof ~~by proxy. This amount represented a quorum. Set forth below are~~ the ~~final~~outstanding ~~voting~~equity ~~results~~interests ~~for each~~ of ~~the~~New ~~three~~Way. ~~proposals~~New ~~submitted~~Way tois a ~~vote~~leading ~~of the Company’s stockholders at the Annual Meeting~~U.S.-based ~~The~~designer ~~proposals are described in detail in the Company’s 2025 Proxy Statement, filed with the Securities~~ and ~~Exchange~~manufacturer ~~Commission~~of onrefuse ~~March 7,~~collection ~~2025 (the “2025 Proxy Statement”)~~vehicles.

~~Proposal~~The 1Purchase Agreement provides for initial consideration of $396 million to acquire New Way. As part of the acquisition, the Company will also pay additional consideration of $30 million for New Way’s manufacturing facilities and associated real estate rights in Iowa and Mississippi. The initial purchase price assumes a cash-free, debt-free transaction, and is subject to certain post-closing adjustments. In addition, there is a contingent earn out opportunity of up to $54 million, based on the achievement of certain specified financial targets over a two-year period.

The ~~following~~Purchase ~~nominees~~Agreement ~~were~~includes ~~elected~~customary torepresentations, ~~the~~warranties, ~~Company’s~~and ~~Board~~covenants ofby ~~Directors (~~the ~~“Board”)~~parties toand ~~hold~~customary ~~office~~termination rights for ~~one~~the ~~year~~parties. orThe ~~until~~Purchase ~~their~~Agreement ~~successors~~contains ~~are~~indemnification ~~elected~~provisions ~~and~~that ~~qualified. There~~are ~~were~~subject noto ~~abstentions~~specified limitations, including recourse to a representation and ~~1,980,480~~warranty ~~broker~~insurance ~~non-votes,~~policy ~~with~~purchased ~~respect~~by tothe ~~this~~Company ~~matter~~for certain losses. The ~~voting~~acquisition ~~results~~is ~~were~~subject asto ~~follows:~~customary conditions, including approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

	For	Withhold
Katrina L. Helmkamp	55,603,476	77,742
Eugene J. Lowe, III	55,277,982	403,236
Dennis J. Martin	54,523,489	1,157,729
Shashank Patel	55,617,223	63,995
Brenda L. Reichelderfer	53,902,006	1,779,212
Jennifer L. Sherman	55,102,654	578,564
John L. Workman	54,293,788	1,387,430

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 (excluding schedules and exhibits, which the Company agrees to furnish supplementally to the Securities and Exchange Commission upon request).

~~Proposal~~A 2copy of the press release issued by the Company on September 24, 2025 announcing the execution of the Purchase Agreement is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The ~~stockholders,~~Company inwill analso ~~advisory~~host ~~vote,~~a ~~approved~~conference call to discuss the ~~named~~transaction ~~executive~~on ~~officer~~September ~~compensation~~25, as2025. ~~disclosed~~The inpresentation slides for the ~~2025~~conference ~~Proxy~~call ~~Statement.~~will ~~There~~also ~~were~~be ~~1,980,480~~posted ~~broker~~on ~~non-votes~~the ~~with~~Company’s ~~respect~~website toat ~~this~~that ~~matter~~time. The ~~voting~~presentation ~~results~~slides ~~were~~are furnished herewith as ~~follows:~~Exhibit 99.2.

For						Against						Abstentions
51,703,165						3,932,224						45,829

Proposal 3.

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025. There were no broker non-votes with respect to this matter. The voting results were as follows:

For						Against						Abstentions
57,084,402						558,815						18,481

Item 8.01 Other Events.

The full text of the press release announcing the Board’s authorization of the stock repurchase program is attached hereto as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	99.1	Federal Signal Corporation Press Release, dated April 22, 2025
	10.1	Equity Purchase Agreement, dated as of September 24, 2025, by and among Federal Signal Corporation, Scranton Manufacturing Company Inc. and McLaughlin Family Companies Inc.
	99.1	Federal Signal Corporation Press Release, dated September 24, 2025
	99.2	Federal Signal Corporation Investor Presentation Slides, dated September 25, 2025
	104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FEDERAL SIGNAL CORPORATION
Dated: April 22, 2025	By:	/s/ Ian Hudson
Dated: September 25, 2025	By:	/s/ Ian A. Hudson
		Ian A. Hudson, Senior Vice President, Chief Financial Officer
		Ian A. Hudson, Senior Vice President and Chief Financial Officer

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