FRANKLIN RESOURCES INC Reports Material Event

Franklin Resources’ subsidiary Western Asset Management reached a settlement with the SEC on June 4, 2026, agreeing to pay a $100 million civil penalty into a Fair Fund for investors.

Rhea-AI Filing Summary

Franklin Resources’ subsidiary Western Asset Management reached a settlement with the SEC on June 4, 2026, agreeing to pay a $100 million civil penalty into a Fair Fund for investors. The settlement resolves an SEC investigation into alleged trade allocation issues involving former co-Chief Investment Officer Ken Leech.

Western Asset entered the settlement without admitting wrongdoing and characterized it as a business decision to avoid prolonged litigation and focus on clients. The U.S. Department of Justice separately informed Western Asset it is no longer a subject of its investigation and will take no further action, ending both DOJ and SEC probes.

Insights

Regulatory risk analyst

$100M SEC settlement ends probes into Western Asset.

Western Asset Management, a unit of Franklin Resources, will pay a $100 million civil penalty into a Fair Fund as part of a settlement that fully resolves the SEC’s investigation into alleged trade allocation issues involving a former co-CIO.

The company settled without admitting wrongdoing and describes the decision as a way to avoid prolonged litigation and refocus on clients. Separately, the DOJ has confirmed Western Asset is no longer a subject of its investigation and will take no further action.

For investors, this replaces ongoing regulatory uncertainty with a known monetary cost. Future company filings may show how the $100 million penalty affects earnings and capital allocation after the June 4, 2026 settlement.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/05/2026 - 09:00 AM EDT Learn about SEC filing dates

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2026

FRANKLIN RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-09318			13-2670991
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

One Franklin Parkway, San Mateo, CA 94403

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 312-2000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.10 per share			BEN			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

Item 8.01 Other Events.

As previously disclosed, Western Asset Management Company, LLC (“Western Asset”), a wholly-owned subsidiary of Franklin Resources, Inc., received notifications of investigation by the U.S. Department of Justice (the “DOJ”) and the U.S. Securities and Exchange Commission (the “SEC”) regarding alleged violations of certain laws related to trade allocations by Ken Leech, the former co-Chief Investment Officer of Western Asset. The DOJ has notified Western Asset that it is no longer a subject of its investigation and will take no further action.

On June 4, 2026, Western Asset reached a settlement with the SEC, resolving the SEC’s investigation in its entirety (the “Settlement”). Under the terms of the Settlement, Western Asset, without admitting any wrongdoing, has agreed to pay a civil penalty of $100 million to be paid into a Fair Fund for the benefit of investors for the conduct set forth in the Settlement.

Western Asset agreed to the Settlement as a business decision that it believes avoids the distraction of prolonged litigation and allows Western Asset to put this matter behind it and focus fully on its clients.

These outcomes end the investigations of Western Asset by the DOJ and the SEC.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed on the Exhibit Index are incorporated herein by reference.

Exhibit Index

Exhibit						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						FRANKLIN RESOURCES, INC.
Date:			June 5, 2026			/s/ Thomas C. Merchant
						Thomas C. Merchant
						Executive Vice President and General Counsel

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB