Johnson Controls (JCI) Form 4: Executive sale under 10b5-1 plan

Rhea-AI Filing Summary

Johnson Controls International (JCI) insider sale reported. Nathan D. Manning, VP and President, Americas, reported a sale of 1,422 ordinary shares on 09/02/2025 at a price of $105.06 per share, leaving him with 139,458.9 shares beneficially owned. The filing states the transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on September 12, 2024, and the Form 4 was signed by an attorney-in-fact on 09/04/2025. The filing identifies the reporter's Milwaukee, WI address and confirms this is an individual Form 4 filing. No derivative transactions or other securities classes are disclosed in this Form 4.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating pre-established, documented trading procedures
• Form 4 timely discloses key details: shares sold (1,422), price ($105.06), transaction date (09/02/2025), and remaining beneficial ownership (139,458.9)

Negative

• Insider disposition of shares (1,422 sold) reduces the reporting person's stake
• No additional context provided about the purpose of the sale beyond the 10b5-1 plan (e.g., tax or personal liquidity)

Insights

Securities Analyst

TL;DR: Routine insider sale executed under a 10b5-1 plan, reducing holdings modestly to ~139.5k shares.

The report documents a non-derivative sale of 1,422 ordinary shares at $105.06 each on 09/02/2025 by an executive officer. The transaction is explicitly tied to a Rule 10b5-1 trading plan adopted 09/12/2024, which typically provides preclearance and affirmative defense to claims of trading on material nonpublic information. The Form shows no additional derivative activity and indicates an individual filing. For investors, this is a transparent disclosure of insider liquidity but, standing alone, does not indicate material change to insider ownership or control.

Corporate Governance Expert

TL;DR: Disclosure aligns with good governance practices: sale under a documented 10b5-1 plan and timely Form 4 filing.

The filing identifies the reporting person, relationship to the issuer, transaction date, price, and remaining beneficial ownership, and includes an explanation that the sale was pursuant to a 10b5-1 plan. The Form appears complete for this single transaction and is signed by an attorney-in-fact. From a governance perspective, use of a 10b5-1 plan and prompt reporting support procedural compliance; the filing contains no indications of exception or unusual accommodation.

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).

X

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^*

MANNING NATHAN D

(Last) (First) (Middle)

5757 N GREEN BAY AVE

(Street)

MILWAUKEE WI 53209

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Johnson Controls International plc [ JCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP and President, Americas

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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
Ordinary Shares	09/02/2025		S(1)		1,422	D	$105.06	139,458.9	D

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

Explanation of Responses:

1. Transaction effected pursuant to a Rule 10b5-1 trading plan adopted on September 12, 2024.

	/s/ Leanne Michels, attorney-in-fact	09/04/2025
	** 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.

FAQ

What did Nathan D. Manning (JCI) report on Form 4?

He reported a sale of 1,422 ordinary shares of Johnson Controls (JCI) on 09/02/2025 at $105.06 per share, leaving 139,458.9 shares beneficially owned.

Was the insider sale part of a prearranged trading plan for JCI?

Yes. The Form 4 states the transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on September 12, 2024.

What is the reporting person’s role at Johnson Controls (JCI)?

The filer is identified as VP and President, Americas, and the Form 4 is filed as an individual reporting person.

Does the Form 4 show any derivative transactions for JCI?

No. Table II for derivative securities contains no reported transactions; only a non-derivative sale is reported in Table I.

When was the Form 4 signed and who signed it?

The Form 4 is signed by Leanne Michels, attorney-in-fact and dated 09/04/2025.