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Officer Rule 10b5-1 Plans
−Removed: During the three months ended June 30, 2023, the following officers adopted, amended or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) (a “Rule 10b5–1 trading arrangement”):
−Removed: On May 8, 2023 , John Donofrio , the Company’s Executive Vice President and General Counsel , terminated a pre-existing Rule 10b5–1 trading arrangement (the “Donofrio 10b5-1 Plan”).
−Removed: The Donofrio 10b5-1 Plan was originally entered into on December 7, 2022 during the Company’s first quarter open trading window and contemplated the sale of up to 14,253 ordinary shares of Company stock issued upon the vesting of restricted stock units and performance stock units, provided that the price of Company’s ordinary shares exceeded the limit price set forth in the Donofrio 10b5-1 Plan.
−Removed: Prior to its termination, the Donofrio 10b5-1 Plan was scheduled to terminate upon the earlier of the sale of all shares contemplated under the Donofrio 10b5-1 Plan or December 1, 2023.
−Removed: No Company shares were sold under the Donofrio 10b5-1 Plan prior to its termination.
−Removed: On May 24, 2023 , George Oliver , Chairman and Chief Executive Officer of the Company, entered into a Rule 10b5–1 trading arrangement with respect to 309,996 ordinary shares of Company stock issuable upon the exercise of option awards scheduled to expire in 2023 (the “Oliver 10b5-1 Plan”).
−Removed: The Oliver 10b5-1 Plan was executed during the Company’s most recent open trading window and is expected to become effective on or about August 23, 2023.
−Removed: Under the Oliver 10b5-1 Plan, the options are expected to be exercised in regular intervals between the plan’s start date and termination date, provided that the market price of the Company’s ordinary shares exceeds the exercise price of the option at the time of exercise.
−Removed: With respect to the options to be
−Removed: exercised, a portion of the ordinary shares are expected to be sold in the market to cover the exercise price and taxes associated with the exercise of the options.
−Removed: The remaining ordinary shares underlying the options will be sold in the open market at the times and prices specified in the plan.
−Removed: All transactions under the Oliver 10b5-1 Plan, if they occur, are expected to be completed by or before November 20, 2023.
−Removed: The Oliver 10b5-1 Plan will automatically terminate upon the earlier of the completion of all transactions contemplated under the plan or November 20, 2023.
−Removed: Satisfaction of Performance Targets Under Sustainability-Linked Bond
−Removed: On July 31, 2023, the Company and Tyco Fire & Security Finance S.C.A.
−Removed: (together, the “Issuers”) delivered an officer’s certificate to U.S.
−Removed: Bank Trust Company, National Association (as successor in interest to U.S.
−Removed: Bank National Association), as trustee (the “Trustee”) with respect to the Issuers’ 2.000% Sustainability-Linked Senior Notes due 2031 (the “Notes”) certifying that, pursuant to the Indenture (the “Base Indenture”), dated as of December 28, 2016, between the Company and the Trustee, as supplemented by the Seventh Supplemental Indenture, dated September 16, 2021, among the Issuers and the Trustee (the “Seventh Supplemental Indenture” and the Base Indenture, as so supplemented, the “Indenture”), the Issuers have satisfied the Scope 1 and Scope 2 Emissions Sustainability Performance Target and Scope 3 Emissions Sustainability Performance Target and received a related Assurance Letter from the External Verifier.
−Removed: Pursuant to the terms of the Notes and the Indenture, the Sustainability Performance Targets applicable to the Notes have been satisfied and the interest rate payable on the Notes is no longer subject to increase.
−Removed: All capitalized terms used above and not otherwise defined have the meaning given to such terms in the Seventh Supplemental Indenture, which is filed as Exhibit 4 .7 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022.
+Added: During the three months ended December 31, 2023, none of the Company's directors or Section 16 officers adopted, amended or terminated a “Rule 10b5–1 trading arrangement” or “non-Rule 10b5–1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).
INDEX TO EXHIBITS
−Removed: 4.1 Tenth Supplemental Indenture, dated as of May 23, 2023, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A., U.S.
−Removed: Bank Trust Company, National Association, as trustee and Elavon Financial Services DAC, as paying agent (attaching form of the 4.250% Senior Notes due 2035).(incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 23, 2023)
+Added: 10.1 Form of terms and conditions for Option / SAR Awards under the Johnson Controls International plc 2021 Equity and Incentive Plan for fiscal 2024 (filed herewith)
+Added: 10.2 Credit Agreement, dated as of December 11, 2023, among Johnson Controls International plc, certain of its subsidiaries party thereto from time to time, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the registrant’s Annual Report on Form 10-K filed on December 14, 2023)
31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
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32.1 Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
−Removed: 101 The following materials from Johnson Controls International plc's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language):
+Added: 101 The following materials from Johnson Controls International plc's Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language):
(i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders' Equity and (vi) Notes to Consolidated Financial Statements.
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JOHNSON CONTROLS INTERNATIONAL PLC
−Removed: August 2, 2023 By:
+Added: January 30, 2024 By:
/s/ Olivier Leonetti
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.