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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)
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| 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:
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| 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed on the Exhibit Index are incorporated herein by reference.
Exhibit Index
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| Exhibit | | Description |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | FRANKLIN RESOURCES, INC. |
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| Date: | June 5, 2026 | /s/ Thomas C. Merchant |
| | Thomas C. Merchant |
| | Executive Vice President and General Counsel |
