[Form 4] FRANKLIN RESOURCES INC Insider Trading Activity

Rhea-AI Filing Summary

Franklin Resources (BEN) Executive Chairman and director reported acquisitions of company stock. On 11/04/2025, he acquired 25,012 shares at $22.59 per share and reported 16,656 performance-based restricted stock units that are scheduled to vest on December 1, 2025 after the Compensation Committee certified fiscal 2025 performance.

Following these transactions, direct beneficial ownership was 2,694,742 shares. He also reported indirect holdings, including 7,679.7519 shares via a 401(k), 2,573,100 shares held by a business limited partnership, 396,000 shares by a venture limited partnership, 252,415 shares for children/trusts, and 26,444 shares by spouse.

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)
11/04/2025

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	11/04/2025		A		25,012	A	$22.59	2,678,086	D
Common Stock, par value $.10	11/04/2025		A		16,656(1)	A	(2)	2,694,742(3)	D
Common Stock, par value $.10								7,679.7519	I	By 401(k)(4)
Common Stock, par value $.10								2,573,100	I	By Business Limited Partnership(5)
Common Stock, par value $.10								252,415	I	By Children or As Trustee For Children(6)
Common Stock, par value $.10								26,444	I	By Spouse(7)
Common Stock, par value $.10								396,000	I	By Venture Limited Partnership(8)

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. During prior three years, the Reporting Person was granted certain restricted stock units subject to vesting over a three-year period based upon satisfaction of certain performance criteria. On November 4, 2025, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2025 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 1, 2025.

2. Not applicable.

3. Of the amount of securities beneficially owned, 54,324 shares represent unvested restricted stock unit awards (which excludes the unvested restricted stock units scheduled to vest on December 1, 2025 as reported in Footnote 1).

4. Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 10, 2025.

5. Business limited partnership under control of Reporting Person.

6. Shares held by Reporting Person's children or by Reporting Person as trustee for his children. Reporting Person disclaims beneficial ownership of such shares.

7. Shares held by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares.

8. 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	11/05/2025
	** 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 did BEN’s Executive Chairman report on Form 4?

He reported acquiring 25,012 shares at $22.59 on 11/04/2025 and 16,656 performance-based RSUs scheduled to vest on December 1, 2025.

How many BEN shares does the insider own directly after the transactions?

Direct beneficial ownership was reported as 2,694,742 shares following the transactions.

What is the vesting detail for the reported RSUs at BEN?

16,656 RSUs are scheduled to vest on December 1, 2025 after fiscal 2025 performance was certified.

What indirect BEN holdings were disclosed?

Indirect holdings include 7,679.7519 shares via a 401(k), 2,573,100 by a business limited partnership, 252,415 for children/trusts, 26,444 by spouse, and 396,000 by a venture limited partnership.

What is the insider’s role at Franklin Resources (BEN)?

He is a Director and Officer, serving as Executive Chairman.

What triggered the RSU vesting schedule at BEN?

The Compensation Committee certified that fiscal year ended September 30, 2025 performance criteria were achieved.