10 unchanged sentences
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of September 30, 2025 as stated in its report which is included in Item 8 of this Form 10-K.
−Removed: Remediation of Previously Reported Material Weakness in Internal Control Over Financial Reporting
−Removed: The Company's management concluded that a material weakness existed as of September 30, 2023, as previously disclosed in “Item 9A.
−Removed: Controls and Procedures" of its Annual Report on Form 10-K for the year ended September 30, 2023, as the Company did not maintain sufficient information technology (“IT”) controls to prevent or detect, on a timely basis, unauthorized access to certain of its financial reporting systems.
−Removed: Specifically, the Company did not design and maintain effective controls related to access monitoring, intrusion detection and response capability, patch management and backup and recovery such that recovery from a cybersecurity incident could be performed in a timely manner.
−Removed: The Company has taken corrective action to remediate and address the IT control deficiencies that aggregated to the noted material weakness.
−Removed: The controls that address the material weakness have been designed, implemented and operated effectively as of September 30, 2024 and for a sufficient period of time during fiscal 2024 in order for management to test these controls and conclude that the material weakness had been remediated as of September 30, 2024.
Changes in Internal Control Over Financial Reporting
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ITEM 9B OTHER INFORMATION
−Removed: Officer Rule 10b5-1 Plan
+Added: (b) Officer Rule 10b5-1 Plan
During the three months ended September 30, 2025, except as provided below, 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).
Nathan Manning Rule 10b5-1 Plan
−Removed: On September 12, 2024 , Nathan Manning , the Company's Vice President and Chief Operations Officer, Global Field Operations , entered into a Rule 10b5-1 trading arrangement (the "Manning 10b5-1 Plan") during the Company's fiscal fourth quarter open trading window.
−Removed: The Manning 10b5-1 Plan is intended to satisfy the Rule 10b5-1 affirmative defense and contemplates the sale in regular intervals of 14,219 ordinary shares of Company stock previously issued upon the vesting of restricted stock unit awards.
−Removed: The Manning 10b5-1 Plan is expected to become effective on or about February 1, 2025 and is scheduled to terminate upon the earlier of the sale of all shares contemplated under the Manning 10b5-1 Plan or November 30, 2025 .
−Removed: Executive Officer Retention Award
−Removed: On November 18, 2024, the Compensation and Talent Development Committee of the Board of Directors of Johnson Controls International plc (the “Company”) approved a special retention RSU award (the “Retention Award”) for Julie Brandt, the Company’s Vice President and President, Building Solutions North America.
−Removed: The Retention Award consists of a grant of RSUs with a grant date of November 18, 2024 and a grant date fair value of $1,000,000.
−Removed: The Retention Award is cliff vesting after a period of one year.
−Removed: In the event of an involuntary not for cause termination, vesting for the Retention Award will accelerate on a pro-rata basis based on the number of full months actively employed in the vesting term.
−Removed: In the event of a termination as a result of death or disability, vesting for the Retention Award will accelerate in full.
−Removed: In the event of any other termination, including retirement, voluntary and termination “for cause”, the Retention Award will be forfeited.
−Removed: The terms of the Retention Award are governed by the Company’s standard terms of and conditions for restricted share/unit awards, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, filed with the SEC on February 1, 2023, which is incorporated herein by reference.
+Added: On September 12, 2025 and prior to his departure from the Company, Nathan Manning , the Company's then-serving Vice President and President, Americas , entered into a Rule 10b5-1 trading arrangement (the "Manning 10b5-1 Plan") during the Company's fiscal fourth quarter open trading window.
+Added: The Manning 10b5-1 Plan is intended to satisfy the Rule 10b5-1 affirmative defense and contemplates the sale of 10,123 ordinary shares of Company stock previously issued upon the vesting of restricted stock unit awards and the sale of 20,576 ordinary shares of Company stock issuable upon the exercise of option awards.
+Added: The shares are expected to be sold in regular intervals between the plan’s start date and termination date.
+Added: 10b5-1 Plan is expected to become effective on or about February 5, 2026 and is scheduled to terminate upon the earlier of the sale of all shares contemplated under the Manning 10b5-1 Plan or November 7, 2026 .
ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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Information about executive officers is included in Part I, Item 4 of this Annual Report on Form 10-K.
−Removed: The information required by Items 405, 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is contained under the captions “Governance of the Company - Nomination of Directors and Board Diversity,” “Governance of the Company - Board Committees”, and “Committees of the Board - Audit Committee” of the Johnson Controls Proxy Statement and such information is incorporated by reference herein.
+Added: The information required by Items 405, 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is contained under the captions “Governance of the Company - Nomination of Directors and Board Diversity,” “Governance of the Company - Board Committees”, “Committees of the Board - Audit Committee”, and “Delinquent Section 16(a) Reports” of the Johnson Controls Proxy Statement and such information is incorporated by reference herein.
Code of Ethics
Johnson Controls has adopted a code of ethics for directors, officers (including the Company’s principal executive officer, principal financial officer and principal accounting officer) and employees, known as Values First, The Johnson Controls Code of Ethics.
−Removed: The Code of Ethics is available on the Company’s website at www.valuesfirst.johnsoncontrols.com.
−Removed: The Company posts any amendments to or waivers of its Code of Ethics (to the extent applicable to the Company’s directors or executive
−Removed: officers) at the same location on the Company’s website.
+Added: The Code of Ethics is available on the Company’s website at valuesfirst.johnsoncontrols.com.
+Added: The Company posts any amendments to or waivers of its Code of Ethics (to the extent applicable to the Company’s directors or executive officers) at the same location on the Company’s website.
In addition, copies of the Code of Ethics may be obtained in print without charge upon written request by any stockholder to the office of the Company at One Albert Quay, Cork, Ireland.
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The information in the Johnson Controls Proxy Statement set forth under the captions “Committees of the Board,” “Governance of the Company - Director Independence,” and “Governance of the Company - Other Directorships, Conflicts and Related Party Transactions,” is incorporated herein by reference.
−Removed: ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES
+Added: ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information in the Johnson Controls Proxy Statement set forth under “Proposal Number Two” related to the appointment of auditors is incorporated herein by reference.
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Exhibit Title
−Removed: 2.1 Separation and Distribution Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed September 9, 2016)
2.1 Stock and Asset Purchase Agreement, dated as of July 23, 2024, by and between Johnson Controls International plc and Robert Bosch GmbH (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed July 26, 2024)
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no longer outstanding), 3.625% Senior Notes due 2024 (retired;
−Removed: no longer outstanding) , 6.000% Notes due 2036, 5.70% Senior Notes due 2041, 5.250% Senior Notes due 2041, 4.625% Senior Notes due 2044, 6.950% Debentures due December 1, 2045, 4.950% Senior Notes due 2064, 4.625% Notes due 2023, 1.375% Notes due 2025, 3.900% Notes due 2026, and 5.125% Notes due 2045 (incorporated by reference to Exhibit 4.2 to the registrant’s current report on Form 8-K filed on December 28, 2016)
+Added: no longer outstanding), 6.000% Notes due 2036, 5.70% Senior Notes due 2041, 5.250% Senior Notes due 2041, 4.625% Senior Notes due 2044, 6.950% Debentures due December 1, 2045, 4.950% Senior Notes due 2064, 4.625% Notes due 2023, 1.375% Notes due 2025 (retired;
+Added: no longer outstanding) , 3.900% Notes due 2026, and 5.125% Notes due 2045 (incorporated by reference to Exhibit 4.2 to the registrant’s current report on Form 8-K filed on December 28, 2016)
4.3 Second Supplemental Indenture, dated February 7, 2017, between Johnson Controls International plc and U.S.
18 unchanged sentences
Bank Trust Company, National Association, as trustee (attaching form of the 5.500% Senior Notes due 2029).(incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on April 19,2024)
+Added: 4.11 Twelfth Supplemental Indenture, dated as of December 10, 2024, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A.
+Added: Bank Trust Company, National Association, as trustee (attaching form of 4.900% Senior Notes due 2032) (incorporated by reference to Exhibit 4.3 to registrant’s Current Report on Form 8-K filed on December 10, 2024).
+Added: 4.12 Thirteenth Supplemental Indenture, dated as of December 11, 2024, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A., U.S.
+Added: Bank Trust Company, National Association, as trustee and U.S.
+Added: Bank Europe DAC, as paying agent (attaching form of 3.125% Senior Notes due 2033) (incorporated by reference to Exhibit 4.2 to registrant’s Current Report on Form 8-K filed on December 11, 2024).
4.13 Description of the Ordinary Shares of Johnson Controls International plc (filed herewith)
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4.17 Miscellaneous industrial development bond long-term debt issues and related loan agreements and leases.*
−Removed: 10.1 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 ( i ncorporated by reference to Exhibit 10.1 of the registrants Annual Report on Form 10-K filed on December 14, 2023)
−Removed: 10.2 Tax Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on September 9, 2016)
−Removed: 10.3 Employee Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on September 9, 2016)
−Removed: 10.4 Tax Sharing Agreement, dated September 28, 2012 by and among Pentair Ltd., Johnson Controls International plc (formerly Tyco International Ltd.), Tyco International Finance S.A.
−Removed: and The ADT Corporation (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on October 1, 2012) (Commission File No.
−Removed: 10.5 Non-Income Tax Sharing Agreement dated September 28, 2012 by and among Johnson Controls International plc (formerly Tyco International Ltd.), Tyco International Finance S.A.
−Removed: and The ADT Corporation (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on October 1, 2012) (Commission File No.
−Removed: 10.6 Trademark Agreement, dated as of September 25, 2012, by and among ADT Services GmbH, ADT US Holdings, Inc., Johnson Controls International plc (formerly Tyco International Ltd.) and The ADT Corporation (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on October 1, 2012) (Commission File No.
−Removed: Johnson Controls International plc
−Removed: Index to Exhibits
−Removed: Exhibit Title
+Added: 10.1 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 of the registrants Annual Report on Form 10-K filed on December 14, 2023)
10.2 Form of Deed of Indemnification between Johnson Controls International plc and certain of its directors and officers (incorporated by reference to Exhibit 10.7 of the registrants Annual Report on Form 10-K filed on December 14, 2023)
1 unchanged sentence
10.4 Johnson Controls International plc 2012 Share and Incentive Plan, amended and restated as of March 8, 2017 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on May 4, 2017) **
−Removed: 10.10 Johnson Controls International plc 2021 Equity and Incentive Plan (incorporated by reference to Annex B to the registrant’s Definitive Proxy Statement on Schedule 14A filed on January 22, 2021) **
−Removed: 10.11 Johnson Controls International plc Severance and Change in Control Policy for Officers, amended and restated March 11, 2021 (Incorporated by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed on April 30, 2021) **
+Added: Johnson Controls International plc
+Added: Index to Exhibits
+Added: Exhibit Title
+Added: 10.5 Johnson Controls International plc 2021 Equity and Incentive Plan, as amended and restated as of September 10, 2025 (filed herewith) **
+Added: 10.6 Johnson Controls International plc Severance and Change in Control Policy for Officers, amended and restated September 10, 2025 (filed herewith) **
10.7 Johnson Controls International plc Executive Deferred Compensation Plan, as amended and restated March 11, 2021 (Incorporated by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q filed on April 30, 2021) **
6 unchanged sentences
10.13 Form of Option/SAR Award for Executive Officers (incorporated by reference to Exhibit 10.24 to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019 filed on November 21, 2019) **
−Removed: 10.19 Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for fiscal 2018 (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on February 2, 2018) **
−Removed: Johnson Controls International plc
−Removed: Index to Exhibits
−Removed: Exhibit Title
−Removed: 10.20 Form of terms and conditions for Option / SAR Awards, and Restricted Stock / Unit Awards, under the Johnson Controls International plc 2012 Share and Incentive Plan for fiscal 2018 applicable to Messrs.
−Removed: Oliver and Stief (incorporated by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed on February 2, 2018) **
10.14 Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for periods commencing on September 2, 2016 (incorporated by reference to Exhibit 10.33 to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed on November 23, 2016) **
3 unchanged sentences
10.18 Form of terms and conditions for Restricted Stock Units for Directors under the Johnson Controls International plc 2021 Equity and Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on April 30, 2021) **
+Added: Johnson Controls International plc
+Added: Index to Exhibits
+Added: Exhibit Title
10.19 Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2021 Equity and Incentive Plan for fiscal 2023 (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on February 1, 2023) **
1 unchanged sentence
10.21 Restrictive covenants applicable to equity award agreements beginning March 2024 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on May 1, 2024) **
−Removed: 10.29 Settlement Agreement for Water Systems by and among Tyco Fire Products LP, and the representatives of certain U.S.
−Removed: active public water systems as set forth therein, dated April 12, 2024 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed April 12, 2024)
+Added: 10.22 Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2021 Equity and Incentive Plan for fiscal 2026 (filed herewith) **
+Added: 10.23 Employment Transition Agreement, dated February 5, 2025, between the Company and Mr.
+Added: Oliver (incorporated by reference to Exhibit 10.1 to registrant’s Current Report on Form 8-K filed on February 5, 2025) **
19.1 Johnson Controls International plc Insider Trading Policy, effective September 1 0 , 202 5 (filed herewith)
2 unchanged sentences
23.1 Consent of Independent Registered Public Accounting Firm (filed herewith)
−Removed: Johnson Controls International plc
−Removed: Index to Exhibits
−Removed: Exhibit Title
31.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C.
6 unchanged sentences
101 Financial statements from the Annual Report on Form 10-K of Johnson Controls International plc for the fiscal year ended September 30, 2025 formatted in iXBRL (Inline Extensible Business Reporting Language):
−Removed: (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 Flow, (v) the Consolidated Statements of Shareholders’ Equity, (vi) Notes to Consolidated Financial Statements (filed herewith), and (vii) the information included in Part II, Item 9B
+Added: (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 Flow, (v) the Consolidated Statements of Shareholders’ Equity, (vi) Notes to Consolidated Financial Statements (filed herewith), and (vii) the information included in Part I, Item 1C, Part II, Item 9B(b) and Part III, Item 10
104 Cover Page Interactive Data File (embedded within the iXBRL document and contained in Exhibit 101) (filed herewith)
+Added: Johnson Controls International plc
+Added: Index to Exhibits
+Added: Exhibit Title
* These instruments are not being filed as exhibits herewith because none of the long-term debt instruments authorizes the issuance of debt in excess of 10% of the total assets of Johnson Controls International plc and its subsidiaries on a consolidated basis.
9 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of November 14, 2025, by the following persons on behalf of the registrant and in the capacities indicated:
−Removed: /s/ George R.
−Removed: Chairman and Chief Executive Officer
+Added: /s/ Joakim Weidemanis
+Added: Joakim Weidemanis
+Added: Chief Executive Officer
(Principal Executive Officer)
17 unchanged sentences
Seetarama Kotagiri
−Removed: /s/ Simone Menne
/s/ Jürgen Tinggren
Jürgen Tinggren
+Added: Chairman and Director
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.