Federal Signal (FSS) CEO exercises 59,242 options, uses shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Federal Signal Corp President & CEO Jennifer L. Sherman exercised stock options and had shares withheld to cover related tax obligations, without any open-market buying or selling. She exercised 59,242 stock options at $12.66 per share, converting them into common stock.

To satisfy the exercise price and taxes, 29,680 shares were delivered at $121.61 per share, and a further 7,695 shares were withheld at $117.49 per share in separate tax-withholding dispositions. After these transactions, she directly held about 641,724 common shares and indirectly held 60,221.4278 units in the company’s 401(k) plan, which were adjusted based on the share price and included 828.7732 shares acquired through a dividend reinvestment plan.

Insider Trade Summary

59,242 shares exercised/converted

Mixed 5 txns

Insider SHERMAN JENNIFER L

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	7,695	$117.49	$904K
Exercise	Stock Option (right-to-buy)	59,242	$0.00	--
Exercise	Common Stock	59,242	$12.66	$750K
Tax Withholding	Common Stock	29,680	$121.61	$3.61M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 641,723.609 shares (Direct, null); Stock Option (right-to-buy) — 0 shares (Direct, null); Common Stock — 60,221.428 shares (Indirect, held by 401(k) plan)

Footnotes (1)

828.7732 shares were acquired through the dividend reinvestment plan. Units held in the Issuer 401(k) plan, which are convertible into Issuer common stock, were adjusted from 60,195.9816 to 60,221.4278 based on the Issuer price per share of $121.61 on 05/01/2026. The option vested in three equal installments on May 05, 2017, 2018, and 2019. The option was set to expire on May 05, 2026. The reporting person used 29,680 shares of the option to satisfy the exercise price and taxes related to the option and will hold the remaining option shares.

Key Figures

Options exercised: 59,242 shares Exercise price: $12.66/share Shares for taxes and exercise: 29,680 shares at $121.61 +4 more

7 metrics

Options exercised 59,242 shares Stock options exercised at $12.66 per share

Exercise price $12.66/share Exercise price for 59,242 stock options

Shares for taxes and exercise 29,680 shares at $121.61 Delivered to satisfy option exercise price and taxes

Additional tax withholding 7,695 shares at $117.49 Tax-withholding disposition on May 4, 2026

Direct holdings after transactions 641,723.6085 shares Common stock held directly following reported transactions

Indirect 401(k) units 60,221.4278 units Units in issuer 401(k) plan convertible into common stock

DRIP shares acquired 828.7732 shares Acquired via dividend reinvestment plan

Key Terms

tax-withholding disposition, Stock Option (right-to-buy), dividend reinvestment plan, 401(k) plan, +1 more

5 terms

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Stock Option (right-to-buy) financial

"security_title": "Stock Option (right-to-buy)""

dividend reinvestment plan financial

"shares were acquired through the dividend reinvestment plan."

A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.

401(k) plan financial

"Units held in the Issuer 401(k) plan, which are convertible"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 05:02 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SHERMAN JENNIFER L

(Last)

(First)

(Middle)

1333 BUTTERFIELD ROAD

SUITE 500

(Street)

DOWNERS GROVE

ILLINOIS

60515

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FEDERAL SIGNAL CORP /DE/ [ FSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/01/2026		M		59,242	A	$12.66	679,098.6085⁽¹⁾	D
Common Stock	05/01/2026		F		29,680	D	$121.61	649,418.6085	D
Common Stock	05/04/2026		F		7,695	D	$117.49	641,723.6085	D
Common Stock								60,221.4278⁽²⁾	I	held by 401(k) plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right-to-buy)	$12.66	05/01/2026		M			59,242	⁽³⁾	05/05/2026	Common Stock	59,242	$0	0	D

Explanation of Responses:

1. 828.7732 shares were acquired through the dividend reinvestment plan.

2. Units held in the Issuer 401(k) plan, which are convertible into Issuer common stock, were adjusted from 60,195.9816 to 60,221.4278 based on the Issuer price per share of $121.61 on 05/01/2026.

3. The option vested in three equal installments on May 05, 2017, 2018, and 2019. The option was set to expire on May 05, 2026. The reporting person used 29,680 shares of the option to satisfy the exercise price and taxes related to the option and will hold the remaining option shares.

Remarks:

	Diane I. Bonina, attorney-in-fact for Jennifer L. Sherman	05/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Federal Signal (FSS) CEO Jennifer Sherman do in this Form 4?

Jennifer Sherman exercised stock options and had shares withheld to cover exercise costs and taxes, with no open-market trades. The filing shows routine compensation-related activity rather than discretionary buying or selling of Federal Signal common stock in the market.

How many Federal Signal options did the CEO exercise in this filing?

The CEO exercised 59,242 stock options into Federal Signal common stock at an exercise price of $12.66 per share. These options were nearing expiration and had previously vested in equal installments in 2017, 2018, and 2019, according to the filing footnotes.

Were any Federal Signal (FSS) shares sold on the open market?

No open-market sales are reported. Shares labeled with transaction code F were delivered to satisfy the option exercise price and related tax liabilities, which is described as a tax-withholding disposition rather than a discretionary sale into the public market.

How many Federal Signal shares does the CEO hold after these transactions?

After the reported transactions, Jennifer Sherman held about 641,723.6085 Federal Signal common shares directly. She also had 60,221.4278 units indirectly through the company’s 401(k) plan, which are convertible into common stock and were adjusted based on a $121.61 share price.

What is the role of tax-withholding dispositions in this Federal Signal Form 4?

Tax-withholding dispositions use shares to cover exercise costs and tax obligations when options are exercised or awards vest. In this filing, 29,680 and 7,695 shares were delivered at $121.61 and $117.49 respectively, reducing cash outlay while settling required tax liabilities.

What changes occurred in Jennifer Sherman’s Federal Signal 401(k) holdings?

Units in the issuer’s 401(k) plan were adjusted from 60,195.9816 to 60,221.4278 based on a $121.61 share price. The filing notes that 828.7732 shares were acquired through the plan’s dividend reinvestment feature, increasing her indirect retirement-related exposure to Federal Signal stock.