UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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~~November 2425, 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)

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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 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

OnAs ~~September~~previously ~~24,~~reported ~~2025,~~in the Current Report on Form 8-K filed by Federal Signal Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on September 25, 2025, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with McLaughlin Family Companies Inc., an Iowa corporation, and Scranton Manufacturing Company ~~Inc.~~LLC, ana ~~Iowa~~Delaware ~~corporation~~limited ~~(“New~~liability ~~Way”).~~company ~~Pursuant~~following ~~to,~~its ~~and~~conversion ~~subject~~from toan ~~the~~Iowa ~~terms~~corporation ~~and conditions of, the Purchase Agreement, the Company will acquire all of the outstanding equity interests of~~ (“New Way”). ~~New Way is a leading U.S.-based designer and manufacturer of refuse collection vehicles.~~

~~The~~On ~~Purchase~~November ~~Agreement~~25, ~~provides~~2025, ~~for~~pursuant ~~initial consideration of $396 million~~ to ~~acquire~~the ~~New~~terms ~~Way.~~and Asconditions ~~part~~ of the ~~acquisition~~Purchase Agreement, the Company ~~will~~completed ~~also~~the ~~pay~~acquisition ~~additional~~of ~~consideration~~all of ~~$30~~the ~~million~~outstanding ~~for~~equity interests of New Way’s ~~manufacturing~~for ~~facilities~~an ~~and associated real estate rights in Iowa and Mississippi. The~~ initial purchase price ~~assumes~~of a$396 ~~cash-free~~million, ~~debt-free~~which ~~transaction, and~~ is subject to certain closing and post-closing adjustments. In(the ~~addition,~~“Acquisition”). ~~there~~The isCompany aalso ~~contingent~~paid ~~earn~~additional ~~out~~consideration ~~opportunity~~ of ~~up to~~ $5430 million, ~~based~~for onNew ~~the~~Way’s ~~achievement~~manufacturing offacilities ~~certain~~and ~~specified~~associated ~~financial~~real ~~targets~~estate ~~over~~rights ain ~~two-year~~Iowa ~~period~~and Mississippi.

The ~~Purchase~~foregoing ~~Agreement~~description ~~includes~~of ~~customary~~the ~~representations,~~Purchase ~~warranties,~~Agreement ~~and~~does ~~covenants~~not bypurport ~~the~~to ~~parties~~be complete and ~~customary~~is ~~termination~~qualified ~~rights~~in ~~for~~its ~~the~~entirety ~~parties.~~by ~~The~~reference ~~Purchase~~to ~~Agreement~~the ~~contains~~full ~~indemnification~~text ~~provisions~~of ~~that~~the ~~are~~Purchase ~~subject to specified limitations~~Agreement, ~~including recourse to~~ a ~~representation~~copy ~~and~~of ~~warranty~~which ~~insurance~~is ~~policy~~incorporated ~~purchased~~ by ~~the~~reference ~~Company~~to ~~for~~Exhibit ~~certain losses~~10.1 ~~The~~to ~~acquisition~~the isCurrent ~~subject~~Report toon ~~customary~~Form ~~conditions,~~8-K ~~including~~filed ~~approval~~by ~~under~~ the ~~Hart-Scott-Rodino~~Company ~~Antitrust~~with ~~Improvements~~the ~~Act~~SEC ofon ~~1976~~September 25, ~~as amended~~2025.

~~The~~Additionally, ~~foregoing~~a ~~description~~copy of the ~~Purchase~~press ~~Agreement~~release ~~does~~issued ~~not~~by ~~purport~~the toCompany ~~be complete and is qualified~~ in ~~its~~relation ~~entirety by reference~~ to the ~~full~~closing ~~text~~ of the ~~Purchase~~Acquisition ~~Agreement, a copy of which~~ is ~~attached~~furnished ~~hereto~~herewith as Exhibit 1099.1 ~~(excluding schedules~~ and ~~exhibits,~~is ~~which~~incorporated ~~the~~herein ~~Company~~by ~~agrees to furnish supplementally to the Securities and Exchange Commission upon request)~~reference.

A copy 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 Company will also host a conference call to discuss the transaction on September 25, 2025. The presentation slides for the conference call will also be posted on the Company’s website at that time. The presentation slides are furnished herewith as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	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. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 25, 2025.
	99.1	Federal Signal Corporation Press Release, dated ~~September~~November 2426, 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)

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: September 25, 2025	By:	/s/ Ian A. Hudson
Dated: December 1, 2025	By:	/s/ Ian A. Hudson
		Ian A. Hudson, Senior Vice President and Chief Financial Officer

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