Franklin Resources (BEN) director reports new deferred fee derivatives

Rhea-AI Filing Summary

Franklin Resources Inc. director reported a new deferred compensation transaction. On 01/02/2026, the director acquired 1,439.0756 deferred director’s fee units under the company’s 2006 Directors Deferred Compensation Plan at a reference price of $23.8 per unit, each linked to an equal number of shares of common stock.

After this transaction, the director beneficially owned 60,529.9517 such derivative securities on a direct basis. These amounts are held in a hypothetical investment account tied to Franklin Resources’ stock performance (including reinvested dividends) and are payable in cash in substantially equal quarterly installments over ten years, beginning after the director’s separation from service based on specified January 20, April 20, July 20 or October 20 payment dates. The expiration date disclosed for this award is 01/20/2058.

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^*

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)
01/02/2026

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)	01/02/2026		A		1,439.0756		04/20/2048(2)	(2)(3)	Common Stock, par value $.10	1,439.0756	$23.8	60,529.9517	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	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction was reported for Franklin Resources (BEN)?

A director of Franklin Resources Inc. (BEN) reported acquiring 1,439.0756 deferred director’s fee units on 01/02/2026 under the 2006 Directors Deferred Compensation Plan.

How many Franklin Resources deferred fee units does the director now hold?

Following the reported transaction, the director beneficially owned 60,529.9517 derivative securities representing deferred director’s fees, held on a direct basis.

What is the economic basis of the deferred director’s fees at Franklin Resources (BEN)?

The deferred fees are held in a hypothetical investment account based on the performance of Franklin Resources Inc. stock, including reinvested dividends, and are ultimately payable in cash.

When are the Franklin Resources deferred director’s fees payable?

The cash payments are scheduled in substantially equal quarterly installments over ten years, starting on the first January 20, April 20, July 20 or October 20 after the director’s separation from service, and continuing on those dates (or the next business day) thereafter.

What is the expiration date for the reported Franklin Resources derivative award?

The filing states an Expiration Date of 01/20/2058 for the reported deferred director’s fee derivative security.

Can the Franklin Resources director change the investment basis of the deferred fees?

Yes. The director may transfer the hypothetical investment account amount into an alternative investment account not based on Franklin Resources stock, effective as of the first day of any calendar quarter.