Johnson Controls launches $5B accelerated share repurchase program

Johnson Controls International plc (NYSE: JCI) entered into accelerated share repurchase transactions totaling $5.0 billion on August 7, 2025, with Bank of America, N.A., Barclays Bank PLC, JPMorgan Chase Bank, National Association and Morgan Stanley & Co. LLC.

The company will pay the repurchase price to the counterparties on August 11, 2025, in exchange for an initial delivery of approximately 43.1 million shares. The total number of shares to be repurchased will be based on volume-weighted average prices during the transaction term, less a discount and subject to adjustments.

The transactions are being completed under Johnson Controls' previously announced share repurchase authorization, which had $9.8 billion in remaining availability before these transactions. The accelerated share repurchase program is scheduled to terminate in the second quarter of the company's 2026 fiscal year.

Upon final settlement, Johnson Controls may receive additional shares from the counterparties or may be required to deliver shares or make a cash payment at its option, depending on circumstances outlined in the agreements.

The company funded the repurchase price using proceeds from its recent sale of its residential and light commercial HVAC business to Robert Bosch GmbH. The repurchases will be effected by redemption under Article 3(d) of Johnson Controls' Articles of Association.

The agreements contain standard terms for accelerated share repurchase transactions, including mechanisms to determine final settlement amounts, delivery timing requirements, adjustment circumstances, and early termination provisions.

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