Federal Signal CORP /De/ 8-K Filing

Ticker: FSS · Form: 8-K · Filed: Sep 25, 2025 · CIK: 277509

Sentiment: neutral

Filing Stats: 808 words · 3 min read · ~3 pages · Grade level 12.4 · Accepted 2025-09-25 07:06:15

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 24, 2025, Federal Signal Corporation, a Delaware corporation (the "Company"), entered into an Equity Purchase Agreement (the "Purchase Agreement") with McLaughlin Family Companies Inc., an Iowa corporation, and Scranton Manufacturing Company Inc., an Iowa corporation ("New Way"). Pursuant to, and subject to the terms and conditions of, the Purchase Agreement, the Company will acquire all of the outstanding equity interests of New Way. New Way is a leading U.S.-based designer and manufacturer of refuse collection vehicles. The Purchase Agreement provides for initial consideration of $396 million to acquire New Way. As part of the acquisition, the Company will also pay additional consideration of $30 million for New Way's manufacturing facilities and associated real estate rights in Iowa and Mississippi. The initial purchase price assumes a cash-free, debt-free transaction, and is subject to certain post-closing adjustments. In addition, there is a contingent earn out opportunity of up to $54 million, based on the achievement of certain specified financial targets over a two-year period. The Purchase Agreement includes customary representations, warranties, and covenants by the parties and customary termination rights for the parties. The Purchase Agreement contains indemnification provisions that are subject to specified limitations, including recourse to a representation and warranty insurance policy purchased by the Company for certain losses. The acquisition is subject to customary conditions, including approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 (excluding schedules and exhibits, which the Company agrees to furnish supplementally to

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Equity Purchase Agreement, dated as of Se ptember 24 , 2 02 5 , by and amon g Federal Signal Co rporation , Sc rant o n Manufacturing Company Inc. and McLaug hlin Famil y C om panies Inc. 99.1 F ederal Signal Corporati on Press Release, dated Sept ember 24 , 2025 99.2 Federal Signal Corporation Invest or Presentation Slides, dated September 2 5 , 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FEDERAL SIGNAL CORPORATION Dated: September 25, 2025 By: /s/ Ian A. Hudson Ian A. Hudson, Senior Vice President and Chief Financial Officer

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