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Johnson Controls (NYSE: JCI) EVP & General Counsel reports 21,778-share equity award

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Johnson Controls International plc executive reports equity award settlement. An officer of Johnson Controls International plc (ticker JCI), serving as Executive Vice President & General Counsel, reported several transactions in the company’s ordinary shares on 12/05/2025. The filing shows an acquisition of 21,778.36 ordinary shares at $114.23 per share, followed by share disposals identified with transaction code "F" totaling 10,236, 1,674, and 1,047 shares, each at $114.23 per share. After these transactions, the reporting person directly owned 42,483.751 ordinary shares. The acquired shares are tied to performance share units for a three-year performance period that ended on September 30, 2025, with results approved by the company’s Compensation and Talent Development Committee.

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*
Donofrio John

(Last) (First) (Middle)
5757 N GREEN BAY AVENUE

(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)
Exec VP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025
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 12/05/2025 A 21,778.36(1) A $114.23 55,440.751 D
Ordinary Shares 12/05/2025 F 10,236 D $114.23 45,204.751 D
Ordinary Shares 12/05/2025 F 1,674 D $114.23 43,530.751 D
Ordinary Shares 12/05/2025 F 1,047 D $114.23 42,483.751 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. Represents performance share units for the three-year performance period ended September 30, 2025. The performance results were approved by the Compensation and Talent Development Committee.
/s/ Leanne Michels, attorney-in-fact 12/08/2025
** 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 (JCI) report on December 5, 2025?

The report shows that an officer of Johnson Controls International plc acquired 21,778.36 ordinary shares of JCI on 12/05/2025 at a price of $114.23 per share, along with related share disposals coded as withholding transactions.

Who is the reporting person in this Johnson Controls (JCI) Form 4 filing?

The reporting person is an officer of Johnson Controls International plc with the title Executive Vice President & General Counsel, as indicated in the relationship section of the filing.

How many Johnson Controls (JCI) shares does the insider own after the reported transactions?

Following the transactions on 12/05/2025, the officer beneficially owned 42,483.751 ordinary shares of Johnson Controls International plc, held in direct ownership form.

What is the nature of the shares acquired by the Johnson Controls (JCI) officer?

The acquired shares represent performance share units for the three-year performance period that ended on September 30, 2025, with performance results approved by the company’s Compensation and Talent Development Committee.

What do the "F" transaction codes mean in the Johnson Controls (JCI) Form 4 table?

The Form 4 lists several transactions coded "F" on 12/05/2025, including 10,236, 1,674, and 1,047 ordinary shares at $114.23 per share. These are identified as share disposals, typically associated with tax withholding or similar purposes in connection with equity awards.

Was this Johnson Controls (JCI) Form 4 filed by more than one reporting person?

No. The filing specifies that the Form 4 is filed by one reporting person, with the box for a joint or group filing left unchecked.

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