SHERMAN JENNIFER L 4

What Happened
Jennifer L. Sherman, President & CEO and a director of Federal Signal Corp (FSS), reported multiple equity transactions around 2026-02-26/27. The headline item: 29,455 shares were disposed on 2026-02-26 as payment of tax liability at $117.63 per share (total value reported $3,464,792). In addition, Sherman was allocated awards/awarded derivative units: a 66,508-share award on 02/26 (acquired $0), an 11,810-share restricted stock award on 02/27 (acquired $0) and a 35,742-share derivative award on 02/27 valued at $116.43 each (total $4,161,441).

Key Details

• Transaction dates and prices:
  • 2026-02-26: Award reported — 66,508 shares @ $0.00 (acquired)
  • 2026-02-26: Tax withholding (disposition, code F) — 29,455 shares @ $117.63 = $3,464,792 (used to satisfy tax liability)
  • 2026-02-27: Restricted stock award — 11,810 shares @ $0.00 (acquired)
  • 2026-02-27: Derivative award — 35,742 shares @ $116.43 = $4,161,441 (reported as derivative acquisition)
• Footnotes of note:
  • F1: The 11,810 shares are restricted stock that vest on 02/27/2029.
  • F2: Issuer 401(k) plan units were adjusted from 60,000.5812 to 60,195.9816 based on the $117.63 share price on 02/26/2026.
  • F3: The derivative award corresponds to options that become exercisable as to 11,914 shares on 02/27/2027, 11,914 on 02/27/2028 and 11,914 on 02/27/2029.
• Shares owned after the transactions are not summarized in the provided excerpt (the filing does report the adjusted 401(k) units noted above).
• Filing timeliness: Transaction date 02/26/2026; Form 4 filed 03/02/2026 — filed on the second business day after the transaction (timely).

Context

• The 29,455-share disposition is recorded as payment of tax liability (code F), i.e., shares surrendered/withheld to cover taxes on awards; this is a routine administrative transaction and not necessarily a market-directed sale.
• The 35,742 derivative units relate to option-type awards that vest in three equal tranches over 2027–2029 (see F3). The 11,810 restricted shares vest in 2029 (see F1).
• For retail investors: awards and option grants signal compensation recognition but are not the same as open-market purchases; the tax-withholding disposal should be viewed as routine unless accompanied by separate open-market sales.