JCI (JCI) director Mark Vergnano buys shares and gifts stock to family trusts

Rhea-AI Filing Summary

Johnson Controls International plc director Mark Vergnano reported buying 7,665 Ordinary Shares at a weighted average price of $131.94 per share. The purchase price reflects multiple trades between $131.05 and $132.32. After this trade, he held 37,602.17 Ordinary Shares directly.

On the same date, he reported two transfers coded as gifts. He transferred 4,600 Ordinary Shares from direct ownership and the same amount was recorded indirectly in the Elizabeth R. Vergnano 2021 Irrevocable Trust, where he is listed as trustee. He also transferred 3,065 Ordinary Shares from direct ownership, with 3,065 shares then held indirectly in the Mark P. Vergnano 2020 Irrevocable Trust. Following these transactions, he directly held 29,937.17 Ordinary Shares and additional shares indirectly through the two irrevocable trusts.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Vergnano Mark

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		P		7,665	A	$131.94(1)	37,602.17(2)	D
Ordinary Shares	02/05/2026		G		4,600	D	$0	33,002.17	D
Ordinary Shares	02/05/2026		G		4,600	A	$0	4,600	I	Elizabeth R. Vergnano 2021 Irrevocable Trust Mark P. Vergnano, Trustee
Ordinary Shares	02/05/2026		G		3,065	D	$0	29,937.17	D
Ordinary Shares	02/05/2026		G		3,065	A	$0	3,065	I	Mark P. Vergnano 2020 Irrevocable Trust Elizabeth R Vergnano, Trustee

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. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $131.05 to $132.32 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. Mr. Vergnano's Ordinary Shares have been adjusted to reflect non-reportable reinvestments of dividends into Johnson Controls Ordinary Shares.

	/s/ Richard Dancy, attorney in fact	02/05/2026
	** 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 insider transactions did JCI director Mark Vergnano report?

Mark Vergnano reported buying 7,665 Johnson Controls Ordinary Shares at a weighted average price of $131.94 per share, then making two share transfers classified as gifts involving 4,600 and 3,065 shares to irrevocable trusts associated with his family.

At what price did Mark Vergnano buy Johnson Controls (JCI) shares?

He bought 7,665 Johnson Controls Ordinary Shares at a weighted average price of $131.94 per share. The filing notes individual trades occurred between $131.05 and $132.32, with the weighted average reported for the overall purchase transaction.

How many Johnson Controls shares does Mark Vergnano own after these trades?

After the reported transactions, Mark Vergnano directly owned 29,937.17 Ordinary Shares of Johnson Controls. He also held additional Johnson Controls Ordinary Shares indirectly through two irrevocable trusts that were each recorded with 4,600 and 3,065 shares, respectively.

What were the gift transactions reported by Mark Vergnano in JCI stock?

He reported two transactions coded as “G” (gifts). One moved 4,600 Ordinary Shares from direct ownership to the Elizabeth R. Vergnano 2021 Irrevocable Trust, and another moved 3,065 Ordinary Shares to the Mark P. Vergnano 2020 Irrevocable Trust.

Does the Form 4 show any indirect ownership for Mark Vergnano in JCI?

Yes. After the transactions, the filing shows 4,600 Ordinary Shares held indirectly through the Elizabeth R. Vergnano 2021 Irrevocable Trust and 3,065 Ordinary Shares held indirectly through the Mark P. Vergnano 2020 Irrevocable Trust, in addition to his directly held shares.

What does the weighted average price disclosure mean in this JCI Form 4?

The filing states the $131.94 price is a weighted average for multiple trades between $131.05 and $132.32. It also notes full trade-by-trade price details are available upon request to the issuer, security holders, or SEC staff.