Director Waugh adds deferred fee units at Franklin Resources (NYSE: BEN)

Rhea-AI Filing Summary

Franklin Resources director Seth H. Waugh reported an increase in his deferred compensation tied to company stock. On 02/03/2026, he acquired 7,592.5926 units of Deferred Director's Fees (FRI) at $27 per unit, a derivative security linked to Franklin Resources, Inc. common stock.

After this transaction, Waugh beneficially owned 46,008.515 derivative units on a direct basis. The position represents a hypothetical investment account under the 2006 Director Deferred Compensation Plan, based on Franklin Resources’ stock performance with reinvested dividends, and is payable in a single payment after his separation from service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Waugh Seth H.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Director's Fees (FRI)	7,592.593	$27.00	$205K

Holdings After Transaction: Deferred Director's Fees (FRI) — 46,008.515 shares (Direct)

Footnotes (1)

1. Not applicable. Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below. Represents a hypothetical investment account calculation of deferred Franklin Resources Inc.'s director's fees, under the 2006 Director Deferred Compensation Plan, based upon the performance of Franklin Resources Inc.'s stock (including reinvested dividends) payable in one payment following the director's separation from service from Franklin Resources, Inc. and its subsidiaries. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account(s) not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Waugh Seth H.

(Last) (First) (Middle)

C/O FRANKLIN RESOURCES, INC.

ONE FRANKLIN PARKWAY

(Street)

SAN MATEO CA 94403

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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

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
Deferred Director's Fees (FRI)	(1)	02/03/2026		A		7,592.5926		04/20/2034(2)	04/20/2034(2)	Common Stock, par value $.10	7,592.5926	$27	46,008.515	D(3)

Explanation of Responses:

1. Not applicable.

2. Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

3. Represents a hypothetical investment account calculation of deferred Franklin Resources Inc.'s director's fees, under the 2006 Director Deferred Compensation Plan, based upon the performance of Franklin Resources Inc.'s stock (including reinvested dividends) payable in one payment following the director's separation from service from Franklin Resources, Inc. and its subsidiaries. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account(s) not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

	/s/ Virginia Rosas, Attorney-in-Fact	02/04/2026
	** 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) director Seth H. Waugh report?

Director Seth H. Waugh reported acquiring 7,592.5926 units of Deferred Director's Fees (FRI). These are derivative units tied to Franklin Resources common stock, credited as deferred director fees rather than a typical open-market stock purchase.

What is the price and size of the new deferred fee units for BEN’s director?

Seth H. Waugh received 7,592.5926 Deferred Director's Fees (FRI) units valued at $27 per unit. These units track Franklin Resources stock performance, including reinvested dividends, under the company’s 2006 Director Deferred Compensation Plan.

How many derivative units does Seth H. Waugh now hold at Franklin Resources (BEN)?

Following the reported transaction, Seth H. Waugh beneficially owns 46,008.515 derivative units. These units represent a hypothetical account of deferred director fees linked to Franklin Resources stock, rather than directly held shares of common stock.

What exactly are Deferred Director's Fees (FRI) reported for BEN’s director?

Deferred Director's Fees (FRI) are a hypothetical investment account of director fees under the 2006 Director Deferred Compensation Plan. The account’s value is based on Franklin Resources stock performance, including reinvested dividends, and is ultimately settled in a single payment after service ends.

When can the deferred director fee units at Franklin Resources (BEN) be paid out?

The deferred director fee units are payable in one lump-sum payment following the director’s separation from service with Franklin Resources, Inc. and its subsidiaries. This timing is tied to the end of the director’s board service, not to short-term market events.

Can Franklin Resources (BEN) director change the investment basis of his deferred fees?

Yes. The reporting person may transfer the hypothetical investment account amount into alternative investment accounts not based on Franklin Resources stock. Such transfers can be effective as of the first day of any calendar quarter under the plan’s terms.