Franklin Resources (BEN) chair reports 8,460-share tax withholding, holds 2.69M shares

Rhea-AI Filing Summary

Franklin Resources Inc. executive chairman and director reported a routine equity transaction involving company stock. On 12/01/2025, the reporting person had 8,460 shares of common stock withheld at a price of $22.54 per share to cover tax liabilities tied to the vesting of an equity award issued under Rule 16b-3. After this withholding, the reporting person directly owned 2,686,282 shares of Franklin Resources common stock.

The filing also notes additional indirect ownership through various vehicles, including shares held in a 401(k) plan, business and venture limited partnerships under the reporting person’s control, and shares held by the reporting person’s spouse and children, some of which are disclaimed for beneficial ownership. Of the total beneficially owned securities, 54,324 shares are unvested restricted stock unit awards.

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)
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		8,460(1)	D	$22.54	2,686,282(2)	D
Common Stock, par value $.10								7,679.7519	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, 54,324 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 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	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 in this Form 4?

The executive chairman and director reported that 8,460 shares of Franklin Resources common stock were withheld on 12/01/2025 at $22.54 per share to pay taxes related to the vesting of an equity award issued under Rule 16b-3.

How many Franklin Resources (BEN) shares does the insider own directly after the transaction?

Following the reported tax-withholding transaction, the reporting person directly owned 2,686,282 shares of Franklin Resources common stock.

What portion of the insider’s Franklin Resources (BEN) holdings are unvested awards?

The filing states that, within the total beneficial ownership, 54,324 shares represent unvested restricted stock unit awards.

What types of indirect holdings in Franklin Resources (BEN) does the insider report?

Indirect holdings include shares held in a 401(k) retirement plan, a business limited partnership, a venture limited partnership, and shares held by the reporting person’s spouse and children, with certain positions expressly disclaimed for beneficial ownership.

Is this Franklin Resources (BEN) Form 4 transaction a sale into the market?

No. The 8,460 shares were withheld to satisfy tax liabilities upon vesting of an equity award, rather than being sold in an open market transaction.

What role does the reporting person hold at Franklin Resources (BEN)?

The reporting person is both a director and an officer, serving as Executive Chairman of Franklin Resources Inc.