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Johnson Controls (JCI) EVP and CHRO awarded RSUs and stock options

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Johnson Controls International plc reported new equity awards to an executive officer on December 1, 2025. EVP and Chief Human Resources Officer received 4,132 ordinary shares as restricted share units at a price of $0, increasing directly held ordinary shares to 27,779.47. The restricted share units, including accrued dividend equivalents, vest in three equal installments on December 7, 2026, December 7, 2027 and December 7, 2028 and convert to ordinary shares when vested.

The officer was also granted an employee stock option covering 15,796 derivative securities with a conversion or exercise price of $114.94 per ordinary share. Subject to certain acceleration and forfeiture provisions, fifty percent of these options become exercisable on December 7, 2027 and the remaining fifty percent on December 7, 2028, with the options expiring on December 1, 2035.

Positive

  • None.

Negative

  • None.
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).
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*
Scalia Christopher M

(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)
EVP and CHRO
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025
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 12/01/2025 A 4,132(1) A $0 27,779.47 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
Employee Stock Option (Right to Buy) $114.94 12/01/2025 A 15,796 12/07/2027(2) 12/01/2035 Ordinary Shares 15,796 $0 15,796 D
Explanation of Responses:
1. Reflects grant of restricted share units that, subject to certain acceleration and forfeiture provisions, vest in three equal installments on each of December 7, 2026, December 7, 2027 and December 7, 2028. Restricted share units accrue dividend equivalent units and convert to ordinary shares upon vesting.
2. Subject to certain acceleration and forfeiture provisions, fifty percent of the options become exercisable on December 7, 2027 and the remaining fifty percent become exercisable on December 7, 2028.
/s/ Leanne Michels, attorney-in-fact 12/03/2025
** 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 insider transaction did Johnson Controls International (JCI) report for December 1, 2025?

Johnson Controls International reported that its EVP and CHRO acquired 4,132 ordinary shares as restricted share units at a price of $0 and received an employee stock option covering 15,796 derivative securities with a conversion or exercise price of $114.94 per ordinary share.

Who is the reporting person in this Johnson Controls International (JCI) Form 4 and what is their role?

The reporting person is an officer of Johnson Controls International, serving as EVP and Chief Human Resources Officer (CHRO), and is filing individually as one reporting person.

How many Johnson Controls International (JCI) ordinary shares does the officer hold after this transaction?

Following the reported transaction, the officer beneficially owns 27,779.47 ordinary shares of Johnson Controls International in direct form.

What are the vesting terms of the Johnson Controls International (JCI) restricted share units granted on December 1, 2025?

The 4,132 restricted share units vest in three equal installments on December 7, 2026, December 7, 2027 and December 7, 2028, subject to certain acceleration and forfeiture provisions, and convert to ordinary shares upon vesting.

What are the exercisability and expiration dates of the Johnson Controls International (JCI) stock options granted?

The employee stock option over 15,796 derivative securities becomes exercisable fifty percent on December 7, 2027 and fifty percent on December 7, 2028, and expires on December 1, 2035, subject to certain acceleration and forfeiture provisions.

What is the price information for the Johnson Controls International (JCI) equity awards reported?

The ordinary shares received as restricted share units were reported at a price of $0 per share. The employee stock option has a conversion or exercise price of $114.94 per ordinary share and a reported derivative security price of $0.

Is the Johnson Controls International (JCI) Form 4 filed by one reporting person or multiple persons?

The Form 4 is indicated as being filed by one reporting person, not by more than one reporting person.

Johnson Ctls Intl Plc

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