[Form 4] Johnson Controls International plc Insider Trading Activity

Rhea-AI Filing Summary

On 07/01/2025, Nathan D. Manning, Vice President & President, Americas of Johnson Controls International plc (JCI), filed a Form 4 disclosing the sale of 1,422 ordinary shares under a pre-arranged Rule 10b5-1 trading plan adopted on 12 Sep 2024. The shares were sold in two tranches at weighted-average prices of $104.56 (1,022 shares) and $105.48 (400 shares), generating roughly $149 k in gross proceeds.

Following the transactions, Manning’s direct beneficial ownership decreased marginally to about 141,860 shares, meaning he retained more than 99 % of his prior position. No derivative securities were involved, and there is no indication of earnings-related information or other corporate developments. The transaction appears to be routine portfolio management with limited market impact.

Positive

• Sale conducted under a pre-arranged Rule 10b5-1 plan, limiting potential information-based trading concerns

Negative

• Insider selling of 1,422 shares can be perceived as a modest bearish signal, albeit small relative to total ownership

Insights

Securities Analyst

TL;DR: Minor insider sale; size immaterial to overall stake, neutral market impact.

The 1,422-share disposal represents less than 1 % of Manning’s ~142 k-share holding. Proceeds equal roughly $149 k, a negligible sum relative to JCI’s $71 bn market cap. Because the trades were executed under a Rule 10b5-1 plan, information-asymmetry risk is low. Historical data show JCI insiders intermittently using 10b5-1 plans without signaling significant price moves. Consequently, I classify the disclosure as non-impactful for valuation or sentiment.

Corporate Governance Expert

TL;DR: Sale follows governance best practice; no red flags detected.

Use of a pre-scheduled 10b5-1 plan aligns with SEC guidance and reduces litigation risk. The executive remains heavily invested, preserving alignment with shareholder interests. No derivatives, pledging, or complex structures appear in the filing. From a governance standpoint, the event is routine and does not suggest strategic shifts or insider concern. Overall impact on governance risk profile is neutral.

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)
07/01/2025

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	07/01/2025		S(1)		1,022	D	$104.56(2)	142,260.46	D
Ordinary Shares	07/01/2025		S(1)		400	D	$105.48(3)	141,860.46	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.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $104.05 to $104.96 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 sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $105.37 to $105.60 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 sold at each separate price within the range set forth in this footnote.

	/s/ Leanne Michels, attorney-in-fact	07/02/2025
	** 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

How many Johnson Controls (JCI) shares did Nathan D. Manning sell?

1,422 ordinary shares were sold on 07/01/2025.

What prices were the JCI shares sold at?

Weighted-average prices were $104.56 for 1,022 shares and $105.48 for 400 shares.

Does Manning still hold a significant stake after the sale?

Yes. He retains approximately 141,860 shares, more than 99 % of his prior position.

Was the transaction executed under a Rule 10b5-1 plan?

Yes. The filing states the plan was adopted on September 12, 2024.

Were any derivative securities involved in this Form 4?

No derivative transactions were reported.