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Item 3. Legal Proceedings

2025-11-14 compared with 2024-11-19 · 26 added, 43 removed, 45 unchanged (61% of the section changed)

4 unchanged sentences

30106, filed May 23, 2024 in the Circuit Court for Milwaukee County, Wisconsin).

The filing of the state court Complaint follows the dismissal of a related lawsuit originally filed in federal court in 2016, which dismissal was affirmed on appeal in November 2023.

The 12-count state court Complaint asserts claims for (1) breach of fiduciary duty;

(2) aiding and abetting breach of fiduciary duty;

unjust enrichment;

(4) violations of Wisconsin Business Corporation Law §§ 180.1101-.1103;

(5) breach of JCI’s Articles of Incorporation;

(6) conversion;

(7) violations of Wisconsin Securities Act §§ 551.501 and 551.509;

(8) breach of covenant of good faith and fair dealing;

(9) promissory estoppel;

(10) tortious interference with contract;

(11) negligent or intentional misrepresentation/equitable fraud;

and (12) statutory fraud.

On September 13, 2024, defendants moved to dismiss the Complaint.

A hearing on the motion is expected to take place in March 2025.

Refer to Note 21, "Commitments and Contingencies," of the notes to consolidated financial statements for discussion of environmental, asbestos, insurable liabilities and other litigation matters, which is incorporated by reference herein and is considered an integral part of Part I, Item 3, "Legal Proceedings."

The filing of the state court Complaint follows the dismissal of a related lawsuit originally filed in federal court in 2016, which dismissal was

affirmed on appeal in November 2023.

On March 28, 2025, the Court dismissed the complaint in its entirety.

Plaintiffs have appealed the decision, though the timing of the decision by the court is currently unknown.

Refer to Note 20, "Commitments and Contingencies," of the notes to consolidated financial statements for discussion of environmental, asbestos, self-insured liabilities and other litigation matters, which is incorporated by reference herein and is considered an integral part of Part I, Item 3, "Legal Proceedings."

ITEM 4 MINE SAFETY DISCLOSURES

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Pursuant to General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of November 14, 2025 is included as an unnumbered Item in Part I of this report in lieu of being included in the Company’s Proxy Statement relating to the annual general meeting of shareholders to be held on March 4, 2026.

Julie Brandt, 50 , has served as Vice President and President, Building Solutions, North America since April 2023.

Julie Brandt, 51 , has served as Vice President and President, Global Commercial & Field Operations since January 2025.

Previously, Ms.

Brandt served as Vice President and President, Building Solutions, North America from April 2023 until January 2025.

Prior to joining Johnson Controls, Ms.

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Brandt also served in roles of increasing responsibility from 2000 until 2020, including Executive Vice President and Chief Transformation Officer, from January 2019 until August 2020 and Managing Director, Hong Kong, Macau and Taiwan, from January 2016 until December 2018.

Brandt has been a Director of United Rentals, an equipment rental company, since January 2025.

John Donofrio, 63, has served as Executive Vice President and General Counsel of the Company since November 2017.

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Donofrio was Senior Vice President, General Counsel and Chief Compliance Officer at Visteon Corporation, a global automotive supplier, a position he held from 2005 until October 2009.

Donofrio has been a Director of FARO Technologies, Inc., a designer, developer, manufacturer and marketer of software driven, 3D measurement, imaging and realization systems, since 2008.

Richard Lek , 58, has served as Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America since November 2024.

Todd Grabowski , 55, has served as Vice President and President, Americas, since October 2025.

Grabowski has served in roles of increasing responsibility at Johnson Controls since 1998, including President, Global Data Centers & Applied, from 2024 until 2025, Vice President and General Manager, Applied Equipment and Air Distribution, from 2021 until 2023, Vice President and General Manager, Applied Equipment, Americas, from 2019 until 2020, Vice President and General Manager, Air Handling Systems, Americas, from 2016 until 2018, and General Manager in various roles within the Company’s North America operations from 2011 until 2016.

Richard Lek , 59, has served as Vice President and President, Building Solutions, Europe, Middle East and Africa since November 2024.

Lek has served in roles of increasing responsibility at Johnson Controls since 2002, including Vice President and General Manager, Continental Europe, from March 2023 until November 2024, Chief Operating Officer and Business Transformation Leader Asia Pacific from August 2021 until March 2023, Vice President Business Transformation Global Products from August 2019 until March 2023, and Vice President Business Transformation EMEA/LA from January 2018 until August 2019.

Earlier in his career, Mr.

Lek held various Vice President and General Manage roles in the Middle East and Africa.

Nathan Manning , 48, has served as Vice President and Chief Operations Officer, Global Field Operations, since December 2022.

He previously served as Vice President and President, Building Solutions, North America from October 2020 until March 2023.

He also served as Vice President and General Manager, Field Operations, from March 2020 to October 2020 and Vice President and General Manager, HVAC and Controls Building Solutions North America, from January 2019 to March 2020.

Prior to joining Johnson Controls, he served in various roles at General Electric, a diversified industrial and technology company, where he held the position of General Manager, Operational Excellence for General Electric’s GE Power segment from August 2017 until December 2018 and the position of General Manager, Services of GE Energy Connections, a division of GE Power, from November 2015 until August 2017.

Prior to joining General Electric, Mr.

Manning served as Vice President, General Manager of Eaton Aerospace, a segment of Eaton Corporation plc, a provider of power management technologies and services , from February 2014 until November 2015.

Prior to joining Eaton, Mr.

Manning served in a number of roles with increasing responsibility in General Electric from his hire in January 2000, including as President and Chief Executive Officer of Aviage Systems, a joint venture between General Electric and Aviation Industry Corporation of China, from July 2012 until February 2014.

Lek held various Vice President and General Manager roles in the Middle East and Africa.

“Skip” McConeghy, 59, has served as Vice President, Chief Accounting and Tax Officer since June 2022.

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McConeghy was a Tax Partner at PricewaterhouseCoopers, from July 1999 through June 2012.

Oliver, 64, has served as Chief Executive Officer and Chairman of the Board since September 2017.

He previously served as our President and Chief Operating Officer following the completion of the merger of Johnson Controls and Tyco in September 2016.

Prior to that, Mr.

Oliver was Tyco's Chief Executive Officer, a position he held from September 2012 until the completion of the Johnson Controls/Tyco merger in September 2016.

He joined Tyco in July 2006, and served as President of a number of operating segments from 2007 through 2011.

Before joining Tyco, he served in operational leadership roles of increasing responsibility at several General Electric divisions.

Oliver also serves as a director on the board of RTX Corporation, an aerospace and defense company.

Anu Rathninde , 55, has served as Vice President and President, Building Solutions, Asia Pacific since May 2022.

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Prior to joining Aptiv, Mr.

Rathninde served as Vice President of the Automotive Products Group at Johnson Electric, manufacturer of electric motors, actuators, motion subsystems and related electro-mechanical components.

Rathninde served as Vice President of the Automotive Products Group at Johnson Electric, manufacturer

of electric motors, actuators, motion subsystems and related electro-mechanical components.

Earlier in his career, Mr.

Rathninde held progressive leadership positions at Aptiv in general management, engineering, business development, strategy and business planning.

Lei Zhang Schlitz , 58, has served as Vice President and President, Global Products, since November 2022.

Lei Zhang Schlitz , 59, has served as Vice President and President, Global Products & Solutions, since November 2022.

Prior to joining Johnson Controls, Ms.

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Schlitz serves on the Board of Directors for Archer Daniels Midland Company, a leader in human and animal nutrition and agricultural origination and processing.

Marlon Sullivan, 50 , has served as Executive Vice President and Chief Human Resources Officer since September 2021.

Prior to joining Johnson Controls, he served as the Senior Vice President of Human Resources at Delta Airlines from January 2021 to September 2021.

Prior to joining Delta, Mr.

Sullivan served in various human resources and talent development leadership roles at Abbott Laboratories from December 2007 through December 2020.

Earlier in his career, Mr.

Sullivan held a variety of human resources roles at The Home Depot.

Chris Scalia, 50 , has served as Executive Vice President and Chief Human Resources Officer since July 2025.

Prior to joining Johnson Controls, he served in various human resources leadership roles at the Hershey Company, an industry leading snacks company, since 2008, including the Chief Transformation Officer and Chief Human Resources Officer from January 2024 until July 2025, Senior Vice President, Chief Human Resources Officer from December 2019 until February 2024, Vice President, Global Human Resources from March 2018 until December 2019 and Vice President, Chief Talent Officer from November 2014 until March 2018.

Marc Vandiepenbeeck, 47, has served as Executive Vice President and Chief Financial Officer since January 2024.

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Vandiepenbeeck served in roles of increasing responsibility at Johnson Controls, including Vice President, Finance in 2023, Vice President of Finance, Building Solutions North America, from 2021 through 2023, Vice President and Treasurer, from 2019 until 2021 and Treasurer, Asia Pacific, Middle East, Hong Kong/Shanghai and China, from 2012 until 2015.

Joakim Weidemanis , 56, has served as Chief Executive Officer since March 2025.

Weidemanis previously served as Executive Vice President of Danaher Corporation, a leading global life sciences and diagnostics innovator, from 2017 until 2024.

Prior to becoming Executive Vice President, Mr.

Weidemanis held various management positions within Danaher from 2011 until 2017.

Prior to joining Danaher, Mr.

Weidemanis served as Head of Product Inspection Division of Mettler Toledo from 2005 until 2011.

From 1995 until 2005, Mr.

Weidemanis served in various operating and corporate development roles at ABB Ltd.

There are no family relationships, as defined by the instructions to this item, among the Company’s executive officers.

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.

What changed 10-K

Item 3. Legal Proceedings