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    SEC Form 11-K filed by Federal Signal Corporation

    6/20/24 2:57:45 PM ET
    $FSS
    Auto Manufacturing
    Industrials
    Get the next $FSS alert in real time by email
    11-K 1 fss-202311k.htm FORM 11-K Document
    Table of Contents

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    ___________________________________ 
    FORM 11-K
     ___________________________________ 
    (Mark One)
    xANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended December 31, 2023
    OR
    ¨TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from                      to                     
    Commission file number: 1-6003
      ___________________________________
    A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
    FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
    B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
    FEDERAL SIGNAL CORPORATION
    1415 West 22nd Street, Suite 1100
    Oak Brook, Illinois 60523
        


    Table of Contents

    FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
    TABLE OF CONTENTS
    Page
    Report of Independent Registered Public Accounting Firm
    1
    Required Information
    2
    Financial Statements:
    Statements of Net Assets Available for Benefits as of December 31, 2023 and 2022
    4
    Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2023
    5
    Notes to Financial Statements
    5
    Supplemental Information:
    Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2023
    10
    EXHIBIT INDEX
    11
    SIGNATURES
    12


    Table of Contents



    FEDERAL SIGNAL CORPORATION
    RETIREMENT SAVINGS PLAN

    FINANCIAL STATEMENTS AND
    SUPPLEMENTAL INFORMATION

    December 31, 2023 and 2022
    and the
    Year Ended December 31, 2023



    Table of Contents

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    Federal Signal Benefits Administration Committee and Benefits Planning Committee
    Federal Signal Corporation Retirement Savings Plan
    Oak Brook, Illinois
    Opinion on the Financial Statements
    We have audited the accompanying statements of net assets available for benefits of the Federal Signal Corporation Retirement Savings Plan (the “Plan”) as of December 31, 2023 and 2022, the related statement of changes in net assets available for benefits for the year ended December 31, 2023, and the related notes (collectively, the financial statements).
    In our opinion, these financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
    Basis for Opinion
    These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
    We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
    Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits of the financial statements provide a reasonable basis for our opinion.
    Supplemental Information
    The accompanying December 31, 2023 supplemental schedule of assets (held at end of year), has been subjected to audit procedures performed in conjunction with our audit of the 2023 Plan financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in relation to the financial statements as a whole.


    /s/ REHMANN ROBSON LLC

    We have served as Federal Signal Corporation Retirement Savings Plan’s independent auditor since 2023.
    Grand Rapids, Michigan
    June 20, 2024




    1

    Table of Contents

    REQUIRED INFORMATION
    Federal Signal Corporation is the Plan Sponsor of the Federal Signal Corporation Retirement Savings Plan (the “Plan”). The Plan is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements of the Plan as of December 31, 2023 and 2022, and for the year ended December 31, 2023, and the supplemental information as of December 31, 2023, have been prepared in accordance with the financial reporting requirements of ERISA.
    2

    Table of Contents

    FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
    STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

    As of December 31,
    20232022
    ASSETS
    Investments, at fair value$484,662,559 $410,975,580 
    Receivables:
    Employer contributions 2,277,979 1,897,902 
    Notes receivable from participants6,712,433 6,655,261 
    NET ASSETS AVAILABLE FOR BENEFITS$493,652,971 $419,528,743 






    See Notes to Financial Statements
    3

    Table of Contents


    FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
    STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

    Year Ended December 31, 2023
    ADDITIONS
    Investment income:
    Net appreciation in fair value of investments$75,488,910 
    Interest and dividend income9,347,165 
    Total investment income84,836,075 
    Interest income on notes receivable from participants371,208 
    Contributions:
    Employer11,423,557 
    Participants18,056,776 
    Rollovers3,049,589 
    Total contributions32,529,922 
    TOTAL ADDITIONS117,737,205 
    DEDUCTIONS
    Benefits paid to participants(43,165,508)
    Administrative expenses(447,469)
    TOTAL DEDUCTIONS(43,612,977)
    NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS74,124,228 
    NET ASSETS AVAILABLE FOR BENEFITS:
    Beginning of year419,528,743 
    End of year$493,652,971 






    See Notes to Financial Statements
    4

    Table of Contents
    FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
    NOTES TO FINANCIAL STATEMENTS
    NOTE 1 – DESCRIPTION OF PLAN
    The following description of the Federal Signal Corporation Retirement Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document or Summary Plan Description for a more complete description of the Plan’s provisions, which are available from the Plan administrator.
    General
    The Plan is a defined contribution plan covering the majority of the U.S. employees of Federal Signal Corporation (the “Company”). All eligible employees may commence participation in the Plan on their date of hire unless their participation in the Plan is governed by a collective bargaining agreement, in which case they are eligible to participate in the Plan on the first day following completion of their waiting period. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan was amended and restated as of January 1, 2020.
    The Plan is sponsored by the Company and administered by the Company’s Benefits Administration Committee (the “Committee”), which is comprised of Company-designated management. The Committee has overall responsibility for the operation and administration of the Plan and reports to the Benefits Planning Committee and the Compensation and Benefits Committee of the Board of Directors.
    Contributions
    Most participants can contribute up to 40% of pre-tax annual compensation, as defined in the Plan, and can make Roth contributions. A participant’s aggregate pre-tax contributions and Roth contributions for any pay period may not exceed 40% of the participant’s compensation for that pay period.
    In most circumstances, if an employee does not affirmatively enroll or decline enrollment in the Plan within 30 days of first becoming eligible to participate in the Plan, the employee will be automatically enrolled in the Plan with contributions set at 2% of pre-tax annual compensation to the Vanguard Target Retirement Fund whose “target” year is closest to the year in which the employee will turn age 65. The Plan offers an automatic increase feature that will increase the pre-tax contribution rate of participants by one percentage point each January up to 10% of base pay not to exceed the IRS contribution limit. The automatic enrollment and automatic increase features apply to employees covered by certain collective bargaining agreements. Participants may also transfer amounts representing distributions from other qualified defined benefit or defined contribution plans. Additionally, participants age 50 or older, who are making contributions to the Plan, are allowed to make catch-up contributions as defined in the Plan. Contributions are subject to certain Internal Revenue Code of 1986, as amended (the “IRC”), limitations.
    For most participants, Company contributions are based on a percentage of participant contributions and years of service. The Company makes a safe harbor matching contribution equal to 100% of the first 3%, and 50% of the next 2%, of base compensation that a participant contributes to the Plan each pay period.
    Many participants also receive an annual service-based contribution, which is based on years of service. Unless notified, this service-based contribution is made into the Plan.
    The Plan provides for an employee stock ownership feature wherein participants have the option of receiving Company stock dividends in cash instead of having the dividends automatically reinvested in the Plan.
    Participant Accounts
    Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contributions and (b) the Plan’s earnings in the fund(s) selected by the participant and is charged with an allocation of investment management fees, administrative expenses and/or losses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
    Vesting
    Participants are immediately vested in their contributions plus actual earnings thereon. Effective January 1, 2018, most participants are also immediately vested in Company contributions. Participants are immediately vested in the dividends from Company stock that were paid to the Plan and reinvested in Company stock at the participant’s election.

    5

    Table of Contents
    FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
    NOTES TO FINANCIAL STATEMENTS — (CONTINUED)
    Participant Investment Account Options
    Participants direct the investment of all contributions into various investment options offered by the Plan. Upon enrollment in the Plan, a participant may direct employee contributions in 1% increments in a variety of investment choices at Vanguard Fiduciary Trust Company (“Vanguard”) or into the Federal Signal Stock Fund (the “Fund”). Participants may change their investment by contacting Vanguard.
    Each participant who has an interest in the Fund is entitled to exercise voting rights attributable to the shares allocated to the participant’s Fund account and is notified by the Trustee, Vanguard, as defined by the Plan, prior to the time that such rights are to be exercised. If the Trustee does not receive timely instructions, the Trustee itself or by proxy shall vote all such shares in the same ratio as the shares with respect to which instructions were received from participants.
    Notes Receivable from Participants
    Participants generally may borrow from their vested contributions a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the participant loan fund. Loans are required to be repaid within five years, with the exception that a loan which is used to acquire a principal residence may be repaid within ten years. The loans are secured by the balance in the participant’s account and bear interest at a rate of prime plus one percent. Principal and interest are paid ratably through payroll deductions. Upon distribution of a participant’s balance before a loan is repaid in full, the unpaid loan balance, together with the loan interest, shall become due and payable, and the trustee will first satisfy the indebtedness of the participant’s account before making any distribution to the participant. If a participant ceases to make loan repayments and the Plan administrator deems the participant loan to be in default, foreclosure on the note and attachment of security on such loan will not occur until a distributable event occurs under the Plan.
    The loan origination fee for non-automated loans is $85. The loan origination fee for automated loans is $35.
    Payment of Benefits
    Participants are eligible to receive the vested portion of their plan account upon retirement, termination of employment, financial hardship, or total and permanent disability. Payment will generally be made in a lump sum.
    Forfeited Accounts
    As of December 31, 2023 and 2022, forfeited non-vested accounts totaled $16,392 and $175,408, respectively. These accounts are used to reduce employer contributions and/or to pay plan expenses. Employer contributions were reduced by $170,091, and plan administrative expenses of $88,396 were paid using forfeited non-vested accounts in the year ended December 31, 2023.
    NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    Basis of Accounting
    The financial statements of the Plan are prepared under the accrual method of accounting.
    Use of Estimates
    The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and changes therein, and disclosures of contingent assets and liabilities. Accordingly, actual results may differ from those estimates.
    Investment Valuation and Income Recognition
    The Plan’s investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan’s Investment Committee determines the Plan’s valuation policies utilizing information provided by the asset custodian. See Note 3 – Fair Value Measurement for further discussion.
    The Plan allows participants to invest in the common stock of the Company through the Fund. The Fund consists of the Company’s common stock and a balance in the Northern Trust Short-Term Investment Fund, sufficient to meet the Fund’s daily cash needs. Unitizing the Fund allows for daily trades. The Fund is valued at its year-end unit closing price (composed of the
    6

    Table of Contents
    FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
    NOTES TO FINANCIAL STATEMENTS — (CONTINUED)
    year-end market price plus the un-invested cash portion). As of December 31, 2023 and 2022, the value of the Company’s common stock held in the Fund was $49,017,752 and $31,837,201, respectively.
    Purchases and sales of securities are recorded on a trade-date basis. In the event there is an extraordinary event related to the Fund resulting in a material trading impact, the transaction will be re-priced. A material trading impact is defined as activity which causes more than negative 10 basis points of price differential. Trading impact becomes material when (a) net participant activity exceeds 2% of the Fund’s holdings of Company stock, (b) trade execution prices are significantly different from the closing price used to value the participant’s trade date unit value, or (c) a combination of both occurs.
    Dividend income is recorded on the ex-dividend date. Interest income is recognized, when earned, on an accrual basis. Net appreciation includes gains and losses on the investments bought and sold, as well as held during the year.
    Notes Receivable from Participants
    Notes receivable from participants are measured at their unpaid principal balance plus accrued but unpaid interest. Interest income is recorded on an accrual basis. If a participant ceases to make loan repayments and the Plan administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded upon occurrence of a distributable event. No allowance for credit losses has been recorded as of December 31, 2023 or 2022.
    Contributions
    Participant contributions are recorded when withheld from compensation. Employer contributions are recorded in the period in which they become obligations of the Company.
    Unit Values
    Individual participant accounts for the common/collective trust fund is maintained on a unit value basis. Participants do not have beneficial ownership in the specific underlying securities or other assets in the fund but do have an interest therein represented by units valued daily. The fund earns dividends and interest which are automatically reinvested in additional units. Generally, contributions to and withdrawals from the fund are converted to units by dividing the amounts of such transactions by the unit values as last determined, and the participants’ accounts are charged or credited with the number of units properly attributable to each participant.
    Payment of Benefits
    Benefits are recorded when paid.
    Administrative Expenses
    Certain expenses of the Plan are paid by the Company and are not included in the statement of changes in net assets available for benefits. Certain fees paid by the Plan to Vanguard (as trustee) related to the administration of notes receivable from participants and benefit payments are charged directly to the participant’s account and are not included in the administrative expenses. Investment related expenses that are structured as a revenue-sharing arrangement are paid directly from fund earnings and are included in net appreciation in fair value of investments.
    NOTE 3 – FAIR VALUE MEASUREMENTS
    ASC 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
    •Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
    •Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in inactive markets; inputs other than quoted market prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
    7

    Table of Contents
    FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
    NOTES TO FINANCIAL STATEMENTS — (CONTINUED)
    •Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
    The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used as of December 31, 2023 and 2022.
    Mutual funds
    Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission and are classified as Level 1 investments. These funds are required to publish their daily Net Asset Value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
    Federal Signal Corporation common stock fund
    The Federal Signal Corporation common stock fund is valued at the closing price reported on the active market on which the security is traded plus a small balance held in the Northern Trust Short-Term Investment Fund and is classified as a Level 1 investment.
    Common/collective trusts
    Valued based on the year-end unit NAV. The NAV, as provided by the trustee, is used as a practical expedient to estimating fair value. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment advisor reserves the right to temporarily delay withdrawal from the trust to ensure that securities liquidations will be carried out in an orderly business manner.
    The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan’s management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
    The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2023:
    Level 1Level 2Level 3Total
    Mutual funds$181,663,868 $— $— $181,663,868 
    Common stock fund49,658,092 — — 49,658,092 
    Total investments categorized within fair value hierarchy$231,321,960 $— $— $231,321,960 
    Investments measured at net asset value:
    Common/collective trusts*253,340,599 
    Total investments at fair value$484,662,559 
    The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2022:
    Level 1Level 2Level 3Total
    Mutual funds$153,668,136 $— $— $153,668,136 
    Common stock fund32,066,725 — — 32,066,725 
    Total investments categorized within fair value hierarchy$185,734,861 $— $— $185,734,861 
    Investments measured at net asset value:
    Common/collective trusts*225,240,719 
    Total investments at fair value$410,975,580 
    *    These funds are measured at fair value using the net asset value per share (or its equivalent) practical expedient and have not been categorized in the fair value hierarchy. The fair value amount presented in this table is intended to permit
    8

    Table of Contents
    FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
    NOTES TO FINANCIAL STATEMENTS — (CONTINUED)
    reconciliation of the fair value hierarchy to the amounts presented in the statements of net assets available for benefits. The common/collective trusts provide for daily redemption by the Plan at reported NAV, provided notice is received at Vanguard before 4:00 pm Eastern time on days the market is open. Additionally, there are no unfunded commitments.
    NOTE 4 – RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS
    Certain Plan investments are shares of mutual funds and a common/collective trust fund managed by Vanguard. Vanguard is the trustee as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. Fees incurred by the Plan for investment management services are included in net appreciation in fair value of the investments, as they are paid through revenue sharing, rather than a direct payment. The Plan made direct payments to the trustee of $413,173 for the year ended December 31, 2023, which was not covered by revenue sharing. The payments to the trustee included $13,700 of loan origination fees paid by participants that are not included in administrative expenses. The Plan also paid certain expenses related to the Plan’s operations to various service providers. These transactions are party-in-interest transactions under ERISA. Participants or the Plan sponsor directly pay any other fees related to the Plan’s operations.
    Certain Plan investments are shares of the Fund. The Company is the Plan sponsor; therefore these transactions are considered party-in-interest transactions. Certain receivables are loans to participant employees of the Company, and therefore these transactions are considered party-in-interest transactions. During the year ended December 31, 2023, the Plan recorded income from dividends paid on Company stock of $264,239.
    These party-in-interest transactions are exempt from the prohibited transactions rules under ERISA.
    NOTE 5 – TAX STATUS
    The IRS has determined and informed the Company, by a letter dated April 12, 2017, that the Plan (as restated January 1, 2015) and related trust are designed in accordance with applicable requirements of the IRC. Although the Plan has been amended and restated since receiving the determination letter, the Plan administrator believes that the Plan and related trust are currently designed and being operated in compliance with the applicable requirements of the IRC.
    The Company has analyzed the tax positions taken by the Plan and has concluded that, as of December 31, 2023, there are no uncertain positions taken or expected to be taken. The Plan is subject to routine audits by taxing authorities; however, there are currently no audits for any tax periods in progress.
    NOTE 6 – PLAN TERMINATION
    Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their accounts.
    NOTE 7 – RISKS AND UNCERTAINTIES
    The Plan invests in various investment securities, which are exposed to various risks such as interest rate, credit and market risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
    9

    Table of Contents

    SUPPLEMENTAL INFORMATION
    FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
    SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
    December 31, 2023

    EIN: 36-1063330
    Plan Number: 004
    (a)(b)(c)(d)(e)
    Identity of issue, borrower, lessor or similar partyDescription of investments including maturity date, rate of interest, collateral, par or maturity valueCostCurrent value
    *Vanguard PRIMECAP FundRegistered investment company(1)$73,520,047 
    *Vanguard Retirement Savings Trust IIICommon/collective trust(1)53,323,866 
    *Vanguard Institutional Index FundRegistered investment company(1)52,108,498 
    *Federal Signal Stock FundCommon stock fund(1)49,658,092 
    *Vanguard Institutional Target Retirement 2030 Trust IICommon/collective trust(1)35,863,455 
    *Vanguard Institutional Target Retirement 2025 Trust IICommon/collective trust(1)33,801,461 
    *Vanguard Institutional Target Retirement 2035 Trust IICommon/collective trust(1)26,422,242 
    *Vanguard Institutional Target Retirement 2045 Trust IICommon/collective trust(1)24,196,052 
    *Vanguard Institutional Target Retirement 2040 Trust IICommon/collective trust(1)23,070,491 
    *Vanguard Explorer FundRegistered investment company(1)18,943,631 
    *Vanguard Institutional Target Retirement 2050 Trust IICommon/collective trust(1)15,741,048 
    *Vanguard Institutional Target Retirement 2020 Trust IICommon/collective trust(1)11,550,072 
    *Vanguard Total Bond Market Index FundRegistered investment company(1)11,462,677 
    *Vanguard International Growth FundRegistered investment company(1)10,345,701 
    *Vanguard Institutional Target Retirement 2055 Trust IICommon/collective trust(1)10,040,748 
    *Vanguard Institutional Target Retirement Income Trust IICommon/collective trust(1)9,360,326 
    *Vanguard Small-Cap Value Index FundRegistered investment company(1)8,409,477 
    *Vanguard Institutional Target Retirement 2060 Trust IICommon/collective trust(1)6,135,646 
    *Vanguard Institutional Target Retirement 2065 Trust IICommon/collective trust(1)3,592,316 
    *DFA Emerging Markets Core Equity Portfolio Institutional ClassRegistered investment company(1)2,344,793 
    *Vanguard Mid-Cap Index Fund Admiral SharesRegistered investment company(1)2,320,667 
    *Dodge & Cox Income Fund Class XRegistered investment company(1)2,022,503 
    *Vanguard Institutional Target Retirement 2070 Trust IICommon/collective trust(1)242,876 
    *Vanguard Cash Reserve Federal Money Market FundRegistered investment company(1)185,874 
    484,662,559 
    *Participants’ loansInterest rates from 4.25% to 9.50%—6,712,433 
    $491,374,992 
    *    Party-in-interest as defined by ERISA
    (1)    Cost information may be omitted for plan assets which are participant-directed.
    10

    Table of Contents

    EXHIBIT INDEX
    Exhibit No.
    Description
    23.1
    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    11

    Table of Contents

    SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits Administration Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
     Federal Signal Corporation Retirement Savings Plan
    Date:June 20, 2024/s/ Lisa Baran
     Lisa Baran
     Vice President, Human Resources
    (Benefits Administration Committee)
    /s/ Diane I. Bonina
    Diane I. Bonina
    Vice President, General Counsel and Secretary
    (Federal Signal Corporation)

    12
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    KeyBanc Capital Markets downgraded Federal Signal from Overweight to Sector Weight

    7/11/25 8:10:28 AM ET
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    Federal Signal upgraded by KeyBanc Capital Markets with a new price target

    KeyBanc Capital Markets upgraded Federal Signal from Sector Weight to Overweight and set a new price target of $110.00

    5/12/25 8:17:35 AM ET
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    Federal Signal Corporation Increases Quarterly Dividend by 7%

    DOWNERS GROVE, Ill., Feb. 27, 2026 /PRNewswire/ -- The Board of Directors of Federal Signal Corporation (NYSE:FSS) declared a quarterly cash dividend of fifteen cents ($0.15) per share on its common stock. This represents an increase of $0.01 per share, or 7%, compared to the dividend declared in the prior quarter. The dividend is payable on March 26, 2026 to stockholders of record at the close of business on March 13, 2026. About Federal SignalFederal Signal Corporation (NYSE:FSS) builds and delivers equipment of unmatched quality that moves material, cleans infrastructure, and protects the communities where we work and live. Founded in 1901, Federal Signal is a leading global designer, man

    2/27/26 9:15:00 AM ET
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    Federal Signal Corporation Appoints Two New Directors

    DOWNERS GROVE, Ill., Feb. 26, 2026 /PRNewswire/ -- The Board of Directors of Federal Signal Corporation (NYSE: FSS) ("Federal Signal" or the "Company"), a leader in environmental and safety solutions, today announced the appointments of Richard ("Rich") A. Maue and Eric A. Vaillancourt to the Company's board of directors, effective immediately. "We are delighted to announce the appointments of Rich and Eric to our board of directors," said Brenda L. Reichelderfer, Chair of the board of Federal Signal. "Rich's vast experience as a senior finance leader in a global industrial organization, currently as the Chief Financial Officer ("CFO"), positions him to provide immediate, valued insight to o

    2/26/26 4:00:00 PM ET
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    Federal Signal Completes Record Year with Fourth Quarter Results including 27% Net Sales Growth, 19% Operating Income Increase, Record Quarterly Orders, and Strong Cash Generation; Issues 2026 Outlook

    DOWNERS GROVE, Ill., Feb. 25, 2026 /PRNewswire/ -- Federal Signal Corporation (NYSE:FSS), a leader in environmental and safety solutions, today reported financial results for the fourth quarter and year ended December 31, 2025.  Fourth Quarter HighlightsNet sales of $597 million, up $125 million, or 27%, from last year; organic growth of $85 million, or 18%Operating income of $83.5 million, up $13.4 million, or 19%, from last yearOperating cash flow of $97 million, up $7 million, or 7%, from last yearGAAP Diluted EPS of $0.99, up $0.18, or 22%, from last yearAdjusted EPS of $1.16, up $0.29, or 33%, from last yearOrders of $647 million, up $201 million, or 45%, from last year; includes $132 m

    2/25/26 8:00:00 AM ET
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    President & CEO Sherman Jennifer L bought $102,900 worth of shares (1,250 units at $82.32), increasing direct ownership by 0.22% to 559,183 units (SEC Form 4)

    4 - FEDERAL SIGNAL CORP /DE/ (0000277509) (Issuer)

    3/3/25 8:04:51 AM ET
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    Federal Signal Corporation filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

    8-K - FEDERAL SIGNAL CORP /DE/ (0000277509) (Filer)

    3/2/26 12:59:40 PM ET
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    Federal Signal Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

    8-K - FEDERAL SIGNAL CORP /DE/ (0000277509) (Filer)

    2/26/26 4:36:28 PM ET
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    SEC Form 10-K filed by Federal Signal Corporation

    10-K - FEDERAL SIGNAL CORP /DE/ (0000277509) (Filer)

    2/25/26 3:21:09 PM ET
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    Director Reichelderfer Brenda gifted 215 shares, decreasing direct ownership by 0.37% to 57,934 units (SEC Form 4)

    4 - FEDERAL SIGNAL CORP /DE/ (0000277509) (Issuer)

    3/4/26 5:50:07 PM ET
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    President & CEO Sherman Jennifer L covered exercise/tax liability with 29,455 shares and was granted 78,318 shares, increasing direct ownership by 9% to 619,028 units (SEC Form 4)

    4 - FEDERAL SIGNAL CORP /DE/ (0000277509) (Issuer)

    3/2/26 8:47:45 PM ET
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    VP, Gen'l Counsel & Secretary Bonina Diane was granted 9,712 shares and covered exercise/tax liability with 3,718 shares, increasing direct ownership by 40% to 21,059 units (SEC Form 4)

    4 - FEDERAL SIGNAL CORP /DE/ (0000277509) (Issuer)

    3/2/26 7:15:11 PM ET
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    Federal Signal Corporation Appoints Two New Directors

    DOWNERS GROVE, Ill., Feb. 26, 2026 /PRNewswire/ -- The Board of Directors of Federal Signal Corporation (NYSE: FSS) ("Federal Signal" or the "Company"), a leader in environmental and safety solutions, today announced the appointments of Richard ("Rich") A. Maue and Eric A. Vaillancourt to the Company's board of directors, effective immediately. "We are delighted to announce the appointments of Rich and Eric to our board of directors," said Brenda L. Reichelderfer, Chair of the board of Federal Signal. "Rich's vast experience as a senior finance leader in a global industrial organization, currently as the Chief Financial Officer ("CFO"), positions him to provide immediate, valued insight to o

    2/26/26 4:00:00 PM ET
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    Federal Signal Completes Acquisition of Hog Technologies, A Leading U.S. Manufacturer of Road-Marking, Line-Removal and Waterblasting Equipment

    DOWNERS GROVE, Ill., Feb. 12, 2025 /PRNewswire/ -- Federal Signal Corporation (NYSE:FSS) ("Federal Signal" or the "Company"), a leader in environmental and safety solutions, today announced that it has completed the acquisition of substantially all the assets and operations of Waterblasting, LLC, owner of Hog Technologies ("Hog"), a leading U.S. manufacturer of truck-mounted road-marking, line-removal, and waterblasting equipment for an initial purchase price of $78.1 million. The initial purchase price, which was funded through existing cash on hand and borrowings under the Company's revolving credit facility, is subject to certain customary adjustments for working capital and debt-like ite

    2/12/25 8:55:00 AM ET
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    Federal Signal Corporation Appoints New Director

    OAK BROOK, Ill., Nov. 21, 2023 /PRNewswire/ -- The Board of Directors of Federal Signal Corporation (NYSE: FSS), a leader in environmental and safety solutions, today announced the appointment of Katrina L. Helmkamp to the company's Board of Directors, effective November 20, 2023. In October 2022, Ms. Helmkamp was appointed Non-Executive Chair of the Board of Directors of IDEX Corporation ("IDEX") (NYSE:IEX), where she has served as an independent director and member of multiple board committees since initially joining the IDEX board in November 2015. From 2018 until her retirement in January 2023, Ms. Helmkamp served as President and Chief Executive Officer of Cartus Corporation ("Cartus")

    11/21/23 11:25:00 AM ET
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    Federal Signal Corporation Increases Quarterly Dividend by 7%

    DOWNERS GROVE, Ill., Feb. 27, 2026 /PRNewswire/ -- The Board of Directors of Federal Signal Corporation (NYSE:FSS) declared a quarterly cash dividend of fifteen cents ($0.15) per share on its common stock. This represents an increase of $0.01 per share, or 7%, compared to the dividend declared in the prior quarter. The dividend is payable on March 26, 2026 to stockholders of record at the close of business on March 13, 2026. About Federal SignalFederal Signal Corporation (NYSE:FSS) builds and delivers equipment of unmatched quality that moves material, cleans infrastructure, and protects the communities where we work and live. Founded in 1901, Federal Signal is a leading global designer, man

    2/27/26 9:15:00 AM ET
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    Federal Signal Completes Record Year with Fourth Quarter Results including 27% Net Sales Growth, 19% Operating Income Increase, Record Quarterly Orders, and Strong Cash Generation; Issues 2026 Outlook

    DOWNERS GROVE, Ill., Feb. 25, 2026 /PRNewswire/ -- Federal Signal Corporation (NYSE:FSS), a leader in environmental and safety solutions, today reported financial results for the fourth quarter and year ended December 31, 2025.  Fourth Quarter HighlightsNet sales of $597 million, up $125 million, or 27%, from last year; organic growth of $85 million, or 18%Operating income of $83.5 million, up $13.4 million, or 19%, from last yearOperating cash flow of $97 million, up $7 million, or 7%, from last yearGAAP Diluted EPS of $0.99, up $0.18, or 22%, from last yearAdjusted EPS of $1.16, up $0.29, or 33%, from last yearOrders of $647 million, up $201 million, or 45%, from last year; includes $132 m

    2/25/26 8:00:00 AM ET
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    Federal Signal to Host Fourth Quarter Earnings Conference Call on February 25, 2026

    DOWNERS GROVE, Ill., Jan. 30, 2026 /PRNewswire/ -- Federal Signal Corporation (NYSE:FSS) (the "Company"), a leader in environmental and safety solutions, will announce fourth quarter earnings before the market opens on Wednesday, February 25, 2026. The Company will also host an investor conference call and webcast at 10 a.m. Eastern Time the same day with Jennifer L. Sherman, president and chief executive officer, and Ian A. Hudson, senior vice president and chief financial officer. Investors and analysts may access the webcast at www.federalsignal.com. The teleconference may be accessed 10 minutes prior to the start by calling 1-877-704-4453 and using conference ID 13758539. An archived re

    1/30/26 10:45:00 AM ET
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    SEC Form SC 13G/A filed by Federal Signal Corporation (Amendment)

    SC 13G/A - FEDERAL SIGNAL CORP /DE/ (0000277509) (Subject)

    2/9/24 9:03:06 AM ET
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    SEC Form SC 13G/A filed by Federal Signal Corporation (Amendment)

    SC 13G/A - FEDERAL SIGNAL CORP /DE/ (0000277509) (Subject)

    4/10/23 1:39:59 PM ET
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    SEC Form SC 13G/A filed by Federal Signal Corporation (Amendment)

    SC 13G/A - FEDERAL SIGNAL CORP /DE/ (0000277509) (Subject)

    2/9/23 11:19:22 AM ET
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