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Federal Signal (FSS) CEO receives stock, options as shares withheld for tax

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Federal Signal Corp President & CEO Jennifer L. Sherman reported multiple equity-related transactions. On February 27, 2026, she received a grant of stock options for 35,742 shares at $116.43 per share. These options become exercisable in three equal installments of 11,914 shares on February 27, 2027, February 27, 2028, and February 27, 2029.

She was also granted 11,810 shares of restricted common stock that vest in full on February 27, 2029, and separate awards of 66,508 shares of common stock at no purchase price. On February 26, 2026, 29,455 shares of common stock were disposed of at $117.63 per share to cover tax liabilities, described as a tax-withholding disposition rather than an open-market sale.

In addition, units held in the issuer’s 401(k) plan, which are convertible into common stock, were adjusted from 60,000.5812 to 60,195.9816 units based on an issuer price of $117.63 per share on February 26, 2026.

Positive

  • None.

Negative

  • None.
Insider SHERMAN JENNIFER L
Role President & CEO
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) 35,742 $116.43 $4.16M
Grant/Award Common Stock 11,810 $0.00 --
Grant/Award Common Stock 66,508 $0.00 --
Tax Withholding Common Stock 29,455 $117.63 $3.46M
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (right to buy) — 35,742 shares (Direct); Common Stock — 619,027.835 shares (Direct); Common Stock — 60,195.982 shares (Indirect, held by 401(k) plan)
Footnotes (1)
  1. This represents a restricted stock award. All 11,810 shares vest on 02/27/2029. Units held in the Issuer 401(k) plan, which are convertible into Issuer common stock, were adjusted from 60,000.5812 to 60,195.9816 based on the Issuer price per share of $117.63 on 02/26/2026. Options become exercisable as to 11,914 shares on 02/27/2027, 11,914 shares on 02/27/2028 and the remaining 11,914 shares on 02/27/2029.
Form 4 Insider Transactions: What Each Field Means →
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 IL 60515
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 02/26/2026 A 66,508 A $0 636,672.8353 D
Common Stock 02/26/2026 F 29,455 D $117.63 607,217.8353 D
Common Stock 02/27/2026 A 11,810(1) A $0 619,027.8353 D
Common Stock 60,195.9816(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $116.43 02/27/2026 A 35,742 (3) 02/27/2036 Common Stock 35,742 $116.43 35,742 D
Explanation of Responses:
1. This represents a restricted stock award. All 11,810 shares vest on 02/27/2029.
2. Units held in the Issuer 401(k) plan, which are convertible into Issuer common stock, were adjusted from 60,000.5812 to 60,195.9816 based on the Issuer price per share of $117.63 on 02/26/2026.
3. Options become exercisable as to 11,914 shares on 02/27/2027, 11,914 shares on 02/27/2028 and the remaining 11,914 shares on 02/27/2029.
Remarks:
Diane I. Bonina, attorney-in-fact for Jennifer L. Sherman 03/02/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did FSS CEO Jennifer L. Sherman receive?

Jennifer L. Sherman received stock options for 35,742 shares at $116.43 and multiple stock grants. These included 11,810 restricted shares vesting in 2029 and separate grants of 66,508 common shares at no purchase price, reflecting equity-based compensation rather than open-market purchases.

How do the new stock options for FSS CEO Jennifer Sherman vest?

The 35,742 stock options vest in three equal tranches of 11,914 shares. Vesting dates are February 27, 2027, February 27, 2028, and February 27, 2029, aligning the CEO’s equity incentives with a multi-year performance and service period at Federal Signal.

What is the nature of the 11,810-share restricted stock award at FSS?

The 11,810-share grant is a restricted stock award that vests fully on February 27, 2029. Until vesting, the shares are subject to forfeiture conditions, typical of long-term incentive compensation intended to retain and align the CEO with shareholder interests over time.

Was the 29,455-share FSS stock disposition an open-market sale?

No, the 29,455-share disposition is reported with code F as a tax-withholding transaction. Shares were delivered at $117.63 per share to satisfy tax liabilities associated with equity awards, not as a discretionary open-market sale by Jennifer L. Sherman.

How did Jennifer Sherman’s FSS 401(k) plan holdings change?

Units in the issuer’s 401(k) plan increased from 60,000.5812 to 60,195.9816. These units are convertible into Federal Signal common stock and were adjusted using an issuer price of $117.63 on February 26, 2026, reflecting plan valuation mechanics rather than a direct trade.

Did Jennifer Sherman buy Federal Signal (FSS) shares on the market?

The filing shows equity grants and tax withholding, not open-market purchases. She received option and stock awards and had 29,455 shares withheld at $117.63 for taxes. No open-market buys or sells are reported in these transactions for Federal Signal stock.