[Form 4] FRANKLIN RESOURCES INC Insider Trading Activity

Rhea-AI Filing Summary

Karen Matsushima, a director of Franklin Resources, Inc. (BEN), reported a non-derivative acquisition on 09/16/2025 converting deferred director's fees into a hypothetical investment account denominated in Franklin common stock. The filing records 103.1353 shares credited on that date at a price basis of $24.24 and shows total beneficial ownership of 56,664.5004 shares held directly. The deferral is governed by the 2006 Directors Deferred Compensation Plan and is payable in substantially equal quarterly cash installments over ten years beginning after the director’s separation from service; alternative investment elections are permitted. The filing includes exercisable/expiration timing assumptions tied to separation and age and lists exercisable and expiration dates of 04/20/2048 and 01/20/2058 respectively.

Positive

• Director alignment with shareholders via deferred fees tracked to company stock performance under the 2006 Directors Deferred Compensation Plan
• Substantial reported ownership of 56,664.5004 shares beneficially owned following the reported transaction

Negative

• Deferred amounts are hypothetical and payable in cash, not immediate issuance of tradable shares, with payments spread over ten years

Insights

Financial Analyst

TL;DR: Routine director compensation deferral recorded as share-equivalent acquisition; notable direct ownership size but no cash equity sale or purchase.

This Form 4 documents a director's conversion of deferred fees into a hypothetical account measured in Franklin Resources common stock, recorded as 103.1353 share-equivalents on 09/16/2025 and resulting in 56,664.5004 shares beneficially owned directly. The report reflects compensation planning rather than open-market trading activity and includes specified installment and expiration mechanics under the company's 2006 Directors Deferred Compensation Plan.

Corporate Governance Expert

TL;DR: Governance-standard deferral disclosure showing alignment through share-linked compensation; payment terms are long-dated and structured.

The filing is a routine disclosure under Section 16: the director elected a plan-based deferral that references Franklin Resources' stock performance and defines long-dated installment timing and expiration assumptions tied to separation and age. The disclosure clarifies that the amounts are hypothetical account calculations and that payments will be made in cash in quarterly installments over ten years, consistent with plan governance and disclosure requirements.

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^*

King Karen Matsushima

(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)
09/16/2025

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

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)	09/16/2025		A		103.1353		04/20/2048(2)	(2)(3)	Common Stock, par value $.10	103.1353	$24.24	56,664.5004	D(4)

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. Expiration Date is 01/20/2058.

4. Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account 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	09/17/2025
	** 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.
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FAQ

What did Karen Matsushima report on Form 4 for BEN?

She reported a non-derivative acquisition on 09/16/2025 reflecting 103.1353 share-equivalents from deferred director's fees and total beneficial ownership of 56,664.5004 shares.

Are the reported shares immediately tradable stock for BEN?

No. The filing states these are a hypothetical investment account calculation of deferred director's fees and are payable in cash in substantially equal quarterly installments over ten years.

What plan governs the deferred compensation reported on this Form 4?

The 2006 Directors Deferred Compensation Plan governs the deferral and related payment mechanics.

When are the deferred amounts payable according to the filing?

Payments begin after the director's separation from service and are made in quarterly installments over ten years, commencing on the earlier of specified quarterly payment dates following separation.

What exercisable and expiration dates are noted in the filing?

The filing lists an exercisable date assumption of 04/20/2048 and an expiration date of 01/20/2058 under the stated assumptions.