FEDERAL SIGNAL CORP /DE/

This summary highlights information contained elsewhere in this proxy statement. Please read the entire proxy statement before voting. This summary does not contain all of the information that you should consider before voting.

GENERAL INFORMATION

Stock Symbol: FSS

Stock Exchange: New York Stock Exchange (“NYSE”)

Registrar and Transfer Agent: Computershare Limited

State and Year of Incorporation: Founded in 1901 and reincorporated in Delaware in 1969

Corporate Headquarters: 1333 Butterfield Road, Suite 500, Downers Grove, Illinois 60515

Corporate Website: www.federalsignal.com

ANNUAL MEETING

Time and Date:8:30 a.m., Central Daylight Time, Tuesday, April 21, 2026

Location:1333 Butterfield Road, Suite 500, Downers Grove, Illinois 60515

Record Date: February 23, 2026

Common Shares Outstanding on Record Date:60,892,151

Voting: Each share of our common stock is entitled to one vote for each director to be elected and on each matter to be voted upon at the Annual Meeting.

ITEMS TO BE VOTED ON AND BOARD RECOMMENDATIONS

The Board shall also transact any other business that may properly come before the Annual Meeting or adjournments or postponements thereof.

PROPOSAL 1: ELECTION OF EIGHT DIRECTORS

DIRECTOR NOMINEES

(1)All nominees are current directors. Dennis J. Martin is currently a director and a member of the Audit Committee. Mr. Martin is not running for re-election when his term expires at the Annual Meeting on April 21, 2026. Accordingly, prior to the Annual Meeting the Board will reconstitute the Board from nine to eight directors to be effective at the Annual Meeting.

(2)With the exception of Messrs. Maue and Vaillancourt, who were appointed as directors on February 26, 2026, each director attended at least 75% of the aggregate of all fiscal year 2025 meetings of the Board and each Committee on which they served during the portion of the year in which such director served.

(3)Ms. Helmkamp succeeded Bill Owens as the Chair of the Governance and Sustainability Committee, effective April 22, 2025. Mr. Owens chose not to stand for re-election when his term expired at the Annual Meeting on April 22, 2025.

(4)Mr. Lowe succeeded Ms. Reichelderfer as the Chair of the Compensation and Benefits Committee, effective April 22, 2025. Mr. Lowe previously served as a member of the Audit Committee until April 22, 2025.

(5)Mr. Maue joined the Audit Committee on February 26, 2026, simultaneous with his appointment to the Board as a non-employee director.

(6)Mr. Patel succeeded Dr. Workman as the Chair of the Audit Committee, effective April 22, 2025. Mr. Patel also joined the Governance and Sustainability Committee, effective April 22, 2025.

(7)Ms. Reichelderfer succeeded Mr. Martin as the Chair of the Board, effective April 22, 2025. Ms. Reichelderfer previously served as Lead Independent Director and Chair of the Compensation and Benefits Committee until April 22, 2025. Ms. Reichelderfer continues to serve as a member of the Compensation and Benefits Committee.

(8)Mr. Vaillancourt joined the Compensation and Benefits Committee on February 26, 2026, simultaneous with his appointment to the Board as a non-employee director.

(9)Dr. Workman previously served as Chair of the Audit Committee until April 22, 2025. Dr. Workman continues to serve as a member of the Audit Committee.

CORPORATE GOVERNANCE

Standing Board Committees (Meetings Held in Fiscal Year 2025): Audit (7); Compensation and Benefits (4); and Governance and Sustainability (4)

Independent Directors Meet without Management: Yes

Separate Chair and CEO: Yes

Staggered Board: No (all directors elected annually)

Director Retirement Age Limit: Yes (may not stand for election after attaining age 75 without a waiver from the Board)

Stockholder Rights Plan: No

Director and Officer Stock Ownership Guidelines: Yes, as published on our Corporate website, www.federalsignal.com

Insider Trading Policy: Yes, as filed with our most recent Annual Report on Form 10-K

Policy Prohibiting Hedging, Short Sale and Pledging: Yes, pursuant to our Insider Trading Policy as published on our Corporate website, www.federalsignal.com, and as filed with our most recent Annual Report on Form 10-K

Clawback Policy: Yes, as filed with our most recent Annual Report on Form 10-K

COMMITMENT TO SUSTAINABILITY

We operate under the highest principles that are designed to deliver results through customer focus, innovation, continuous improvement, teamwork and investing in our people. We operate in this manner because it is good business and because it is the right thing for our customers, employees, stockholders, and business partners and communities. Within our Environmental Solutions Group, our products are central to our customers’ infrastructure maintenance and environmental cleanup activities, and we continually innovate to improve our impact on the environment. Within our Safety and Security Systems Group, our products are designed to protect people and property.

In June 2025, we issued our sixth annual Sustainability Report. The report highlights our dedication to advancing the sustainability of our business through focused attention on three areas: Environmental Responsibility, Social Responsibility, and Corporate Governance. The Sustainability Report, and additional information on each of our sustainability initiatives, can be found on our website, atwww.federalsignal.com/sustainability. Information contained on our website and in our Sustainability Report is not part of, or incorporated by reference into, this Proxy Statement.

Environmental Responsibility

We are proud of our long-standing commitment to human and environmental betterment. We make products that move material, clean infrastructure, and protect the communities where we work and live. Our environmental commitment is a three-pronged effort:

•We will continue to participate actively in educating the public regarding environmental conservation;

•We will continue to assess the impact of our manufacturing plants and products on the environment and the communities in which we live and operate with a goal of continuous improvement, and we expect the same of our suppliers; and

•We will continue to partner with our customers to produce innovative solutions that address their needs for environmentally responsible products.

Social Responsibility

As of December 31, 2025, we employed approximately 5,800 people and utilized 26 principal manufacturing facilities in five countries around the world. We thoughtfully consider and continuously recognize the impact we make on the people of these communities.

Our vision is to be indispensable to our customers by consistently delivering products of the highest quality available in the market, by providing training that reflects the importance of the safety of our customers and end-users, and by developing innovative products that deliver unparalleled performance and support sustainable resource consumption.

We strive to be recognized as a place people in our local communities want to work, by providing our employees with healthy and safe working conditions, training and continuing education, and by offering important work.

Finally, we aim to have healthy relationships with the towns and cities in which our businesses are located, demonstrating civic engagement through philanthropy, volunteering, and community development programs.

Our goal is to accomplish these objectives in ways that deliver value to our customers and stockholders.

Corporate Governance

As further highlighted throughout this proxy statement and on our website, our commitment to ethical business practices and strong and transparent corporate governance is of paramount importance to us. While our senior leadership team, led by Jennifer L. Sherman, our CEO, provides day-to-day management of our business strategies, the ultimate oversight of the Company rests with our Board. Of our eight director nominees:

•50% have a tenure of more than six years, 25% have a tenure of between two and six years and 25% have a tenure of less than two years;

•The average age is 63 years; and

•Seven of our directors are independent, with Ms. Sherman, our CEO, being the only director not considered independent.

HUMAN CAPITAL MANAGEMENT

We believe our employees are a vital asset, and we strive to provide a safe and high-performing culture where our employees can thrive. As of December 31, 2025, we employed approximately 5,800 people in our businesses, with hourly workers in the U.S. accounting for approximately 60% of our total workforce. As of December 31, 2025, approximately 8% of our hourly workers in the U.S. were represented by unions. The Company believes that its labor relations with its employees are good.

We believe that our employees are key to our ability to deliver exceptional products and services to our customers. We apply a holistic total rewards strategy, designed to recruit, motivate, and retain talented employees at all levels of the organization and offer competitive, market-based compensation programs and attractive benefit packages.

Human Rights

The Company is committed to respecting and upholding the internationally recognized human rights principles of the United Nations’ Guiding Principles on Business and Human Rights and the Universal Declaration of Human Rights. In every state and country where the Company operates, it upholds standards that meet or exceed those established by local, state, and national legal frameworks, and the Company expects its partners, suppliers, vendors, and contractors to do the same. The Company has published a human rights policy, setting forth its commitment to nondiscrimination, the elimination of all forms of forced or compulsory labor, the effective abolition of childhood labor, workers’ rights to freedom of association and unionization, and the protection of employees’ ability to confidentially report policy violations.

Cultural Philosophy

We are committed to attracting and retaining highly-qualified employees through our ongoing focus on meritocracy, autonomy, and accountability. Our cultural philosophy is further evidenced by our policies related to various aspects of employment, including, but not limited to, recruiting, selecting, hiring, employment placement, job assignment, compensation, access to benefits, selection for training, use of facilities, and participation in Company-sponsored employee activities.

Employee Recruitment, Training and Development

We believe that identifying and developing the next generation of business leaders is important to our long-term success, and we are proud to support our employees in furthering their education with tuition reimbursement programs and training.

Our recruitment program follows a defined process to attract and hire top talent, including a college internship program designed to identify and cultivate an early-in-career pipeline of talent, and employee referral bonus programs. We also engage external professional recruiting firms to supplement our internal recruiting efforts, as needed.

We provide extensive training to employees within our facilities on topics such as workplace safety, anti-fraud, and advanced instruction in lean manufacturing principles and inside sales training programs.

Through our Tuition Assistance Program, we aim to assist and encourage employees to expand their knowledge, skills, and job effectiveness by continuing their education at local accredited institutions of higher learning. Certain of our businesses also partner with nearby universities from time to time to offer courses and programs directly related to employees’ growth in the business.

We maintain a robust annual performance management process across the organization. Employees start the process by working with their supervisors to set individual performance goals. Progress against those objectives is tracked throughout the year, culminating in the year-end performance review process, which involves the completion of an employee self-assessment and a discussion between the employee and their supervisor on goal accomplishment and defined core competencies. In addition, our annual talent and succession management processes are designed to identify and develop next-level successors through a variety of assignments and experiential learning.

We actively seek opportunities for regular engagement and communication between our CEO and other senior executive leaders and our broader employee population. In addition, many of our businesses perform employee engagement surveys that provide valuable feedback to our management teams.

We are committed to the communities in which we operate, and to developing a strong pipeline from which we can recruit new talent. Many of our businesses support their local high schools with cooperative learning extension programs at our manufacturing plants, hosting in-person or virtual tours of our facilities, and providing scholarships and “signing-day” offers to high school seniors. Our employees raise funds and donate time to a variety of community engagement initiatives.

Our employees also donate time and expertise through volunteering and mentorship programs, and work with local colleges on training programs to teach valuable technical skills that can be applied in the workplace. Many of our businesses also recruit summer interns from regional universities, providing hands-on experience in a manufacturing setting and building a pipeline for future engineers, information technology (“IT”) specialists and financial analysts. These programs attempt to help our next generation of employees, and others, understand what career paths may be available to them and to explore future job opportunities with us.

Safety

The Company considers the safety of its employees a significant focus and strives to have zero workplace injuries. The Company has established an enterprise-wide Safety Council, which includes representatives from several of our manufacturing facilities. The Safety Council meets regularly to collaborate and implement safety improvement measures, including workplace hazard reduction programs and awards focusing on continuous improvement initiatives and the reduction of incident frequency.

ENGAGEMENT WITH OUR STOCKHOLDERS

We actively engage with our stockholders on a regular basis. During 2025, members of the Company’s executive team:

•Attended 10 investor conferences;

•Hosted 17 other investor events, including non-deal roadshows, trade show tours, and manufacturing facility visits; and

•Held approximately 650 total discussions with stockholders and potential stockholders.

OPERATING AND FINANCIAL PERFORMANCE IN 2025

Conditions in our end markets remained strong throughout 2025, with robust demand for our products and services. We continued to execute against our organic growth initiatives, and with contributions from recent acquisitions and additional efficiency gains resulting from the application of our eighty-twenty initiatives, we were able to sustain a high level of financial performance. During the year, we increased production levels at several of our facilities, helping us to deliver record financial results for our stockholders, with 17% net sales growth, double-digit earnings improvement, expansion of margins, and improved cash flow generation.

Included among the Company’s highlights in 2025 were the following:

•Net sales for the year ended December 31, 2025 were $2.18 billion, the highest level in our history, and an increase of $319 million, or 17% from last year.

•Operating income for the year ended December 31, 2025 was $340.9 million, an increase of $59.5 million, or 21%, from last year.

•Operating margin for the year ended December 31, 2025 was 15.6%, compared to 15.1% in the prior year.

•Net income for the year ended December 31, 2025 was $246.6 million, an increase of $30.3 million, or 14%, from last year.

•Adjusted EBITDA* for the year ended December 31, 2025 was $438.9 million, an increase of $88.3 million, or 25%, from last year.

•Adjusted EBITDA margin* for the year ended December 31, 2025 was 20.1%, up from 18.8% last year.

•Orders for the year were $2.22 billion, the highest annual orders reported in our history, contributing to a backlog of $1.04 billion at December 31, 2025.

•Net cash provided by operating activities for the year ended December 31, 2025 was $255 million, an increase of $23 million, or 10%, from last year.

•In October 2025, we refinanced our credit agreement, increasing our revolving credit facility from up to $675 million to up to $1.1 billion, and increasing the term loan facility from up to $125 million to up to $400 million.

•With our strong balance sheet, positive operating cash flow, and increased capacity under our new credit facility, we are well positioned to continue to invest in internal growth initiatives, pursue strategic acquisitions, and consider ways to return value to stockholders, as we did during 2025:

◦Our capital expenditures in 2025 were approximately $28 million and included a number of strategic investments in new machinery and equipment aimed at gaining operating efficiencies and expanding capacity at certain production facilities.

◦We continued to invest in new product development and anticipate that these efforts will provide additional opportunities to further diversify our customer base, penetrate new end-markets, and/or gain access to new geographic regions.

◦We continued to execute on our disciplined M&A strategy with the acquisitions of substantially all the assets and operations of Waterblasting, LLC, owner of Hog Technologies, and Waterblasting Eurasia, s.r.o. (collectively, “Hog”), all of the outstanding equity interests of Scranton Manufacturing Company LLC d/b/a New Way Trucks (“New Way”), and certain assets and operations of Kinloch Equipment & Supply, Inc. (“Kinloch”). As of December 31, 2025, we have completed 15 acquisitions since 2016.

◦We demonstrated our commitment to returning value to our stockholders by paying cash dividends of $34.1 million and spending $39.7 million to repurchase shares of our common stock under our authorized repurchase program.

•To highlight our ongoing focus on operating in a socially responsible and sustainable manner, we published our sixth annual Sustainability Report in June 2025.

• As these are measures that are not in accordance with U.S. generally accepted accounting principles (“GAAP”), we have included a reconciliation to the most directly comparable GAAP measure in Appendix A.

PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NEOs

Key Elements of our 2025 Executive Compensation Program:

(1)In considering the design of the Federal Signal Corporation Short Term Incentive Bonus Plan (“STIP”) for 2026, the Compensation and Benefits Committee decided to again use the same combination of financial and individual metrics, with the financial metric weighted at 80%, and the individual objectives metric weighted at 20%.

(2)For 2025, long-term equity incentive awards granted to executives in connection with the annual grant were split between PSUs (50%), non-qualified stock options (25%), and time-based restricted stock (25%).

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026

Deloitte & Touche LLP has served as our independent registered public accounting firm since June 2013. Our Board has accepted the recommendation of the Audit Committee and selected Deloitte & Touche LLP to serve in this same role for fiscal year 2026.