Franklin Resources (BEN) CEO details 42,603-share tax withholding and 3.3M-share stake

Rhea-AI Filing Summary

Franklin Resources, Inc.12/01/2025, 42,603 shares of Franklin Resources common stock were withheld at a price of $22.54 per share to cover tax liabilities related to the vesting of an equity award issued under Rule 16b-3. After this transaction, the reporting person directly beneficially owns 3,329,184.0046 shares of common stock, in addition to indirect holdings. These include 2,642.5854 shares held in the Franklin Templeton 401(k) Retirement Plan as of October 10, 2025, 2,637,700 shares held through a business limited partnership under her control, 595,649 shares held by or for her children (for which she disclaims beneficial ownership), and 216,900 shares held through a venture limited partnership that includes irrevocable trusts for her children. Of the total beneficially owned securities, 587,199 shares represent unvested restricted stock unit awards.

12/03/2025 - 05:04 PM

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

OMB APPROVAL

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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 JENNIFER M

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		F		42,603(1)	D	$22.54	3,329,184.0046(2)	D
Common Stock, par value $.10								2,642.5854	I	By 401(k)(3)
Common Stock, par value $.10								2,637,700	I	By Business Limited Partnership(4)
Common Stock, par value $.10								595,649	I	By Children or As Trustee For Children(5)
Common Stock, par value $.10								216,900	I	By Venture Limited Partnership(6)

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, 587,199 shares represent unvested restricted stock unit awards.

3. Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 10, 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 her children. Reporting Person disclaims beneficial ownership of such shares.

6. Limited partnership for the benefit 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	12/03/2025
	** 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 insider transaction did Franklin Resources (BEN) report for its CEO on December 1, 2025?

The Chief Executive Officer of Franklin Resources, Inc. (BEN) reported that on 12/01/2025, 42,603 shares of Franklin Resources common stock were withheld at a price of $22.54 per share to satisfy tax liabilities arising from the vesting of an equity award issued under Rule 16b-3.

How many Franklin Resources (BEN) shares does the CEO beneficially own after the reported transaction?

Following the reported transaction, the CEO directly beneficially owns 3,329,184.0046 shares of Franklin Resources common stock, with additional indirect holdings through a 401(k) plan and various limited partnerships and family-related holdings.

How many Franklin Resources (BEN) shares are held by the CEO through the 401(k) plan and when is this information dated?

The CEO holds 2,642.5854 Franklin Resources shares in the Franklin Templeton 401(k) Retirement Plan, based on a plan statement as of October 10, 2025.

What portion of the CEO's Franklin Resources (BEN) holdings are unvested restricted stock unit awards?

Of the securities beneficially owned by the CEO, 587,199 shares represent unvested restricted stock unit awards of Franklin Resources common stock.

What indirect Franklin Resources (BEN) holdings are reported through partnerships and family accounts?

The CEO reports 2,637,700 shares held through a business limited partnership under her control, 595,649 shares held by her children or as trustee for her children (for which she disclaims beneficial ownership), and 216,900 shares held through a venture limited partnership that includes irrevocable trusts for her children.

What is the relationship of the reporting person to Franklin Resources (BEN)?

The reporting person is both a Director and an Officer of Franklin Resources, Inc., serving as the company’s Chief Executive Officer.