Gregory Johnson withholds 11,794 BEN shares for taxes; total ownership 2.65M

Rhea-AI Filing Summary

Franklin Resources (BEN) insider transaction: The filing reports that Gregory E. Johnson, Executive Chairman and director, had 11,794 shares withheld and disposed of at $25.66 each on 08/31/2025 to satisfy tax withholding upon vesting of equity awards. After that withholding disposition, Mr. Johnson beneficially owns 2,653,074 shares in total, including 29,312 shares represented by unvested restricted stock units. Additional holdings include 7,576.3639 shares in a 401(k) plan and meaningful indirect stakes held via business and venture limited partnerships and family trusts.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale on vested awards; no indication of substantive change to ownership or control.

The reported transaction is a common administrative disposition where 11,794 shares were withheld to satisfy tax obligations tied to vested equity. The report clarifies total beneficial ownership of 2,653,074 shares, including 29,312 unvested RSUs, and outlines various indirect holdings via retirement plans, partnerships, spouse and trusts. This filing is informational and does not show an open-market sale for cash proceeds beyond tax withholding.

Securities Analyst

TL;DR: No material change to voting control; transaction is non-economic withholding related to vesting.

The disposition code and explanation indicate withholding to cover taxes rather than a deliberate liquidity event. The size of the withheld amount is small relative to total beneficial ownership, suggesting negligible impact on share float or voting concentrations. Indirect holdings and disclaimed interests are properly disclosed, supporting transparency for Section 16 compliance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JOHNSON GREGORY E

(Last) (First) (Middle)

C/O FRANKLIN RESOURCES, INC.

ONE FRANKLIN PARKWAY

(Street)

SAN MATEO CA 94403-1906

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FRANKLIN RESOURCES INC [ BEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.10	08/31/2025		F		11,794(1)	D	$25.66	2,653,074(2)	D
Common Stock, par value $.10								7,576.3639	I	By 401(k)(3)
Common Stock, par value $.10								2,573,100	I	By Business Limited Partnership(4)
Common Stock, par value $.10								252,415	I	By Children or As Trustee For Children(5)
Common Stock, par value $.10								26,444	I	By Spouse(6)
Common Stock, par value $.10								396,000	I	By Venture Limited Partnership(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects payment of tax liability by withholding securities incident to the vesting of a security issued in accordance with Rule 16b-3.

2. Of the amount of securities beneficially owned, 29,312 shares represent unvested restricted stock units.

3. Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of April 11, 2025.

4. Business limited partnership under control of Reporting Person.

5. Shares held by Reporting Person's children or by Reporting Person as trustee for his children. Reporting Person disclaims beneficial ownership of such shares.

6. Shares held by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares.

7. Limited partnership under control of Reporting Person, and owned in part by irrevocable trusts for the benefit of Reporting Person's children. Reporting Person disclaims beneficial ownership of the children's trusts.

	/s/ Virginia Rosas, Attorney-in-Fact	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Gregory E. Johnson report on Form 4 for BEN?

He reported 11,794 shares were withheld/disposed of at $25.66 per share on 08/31/2025 to satisfy tax withholding tied to vesting.

How many shares does Gregory E. Johnson beneficially own after the transaction?

The filing shows he beneficially owns 2,653,074 shares following the reported transaction, including 29,312 unvested restricted stock units.

Are the reported shares held directly or indirectly?

Holdings are both direct and indirect: direct ownership is reported, plus indirect holdings via a 401(k), business and venture limited partnerships, spouse, and trusts.

Was this an open-market sale for cash proceeds?

No. The filing explains the disposition was tax withholding incident to vesting (not an open-market liquidity sale).

Does the filing indicate any change in Mr. Johnson’s role at Franklin Resources?

No. The filing identifies him as Executive Chairman and a director; it does not report any change in role.