Franklin Resources (BEN) director boosts deferred fee units tied to stock performance

Rhea-AI Filing Summary

Franklin Resources director Karen Matsushima King reported a Form 4 showing additional deferred director fees tied to company stock performance. On 02/03/2026, she acquired 7,592.5926 derivative units labeled "Deferred Director's Fees (FRI)" at $27 each, bringing her total to 68,979.9095 derivative units.

These units represent a hypothetical investment account under Franklin Resources' 2006 Directors Deferred Compensation Plan. The value is based on Franklin Resources stock, including reinvested dividends, but is payable in cash in equal quarterly installments over ten years after she separates from service, with an expiration date of 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)
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		04/20/2048(2)	(2)(3)	Common Stock, par value $.10	7,592.5926	$27	68,979.9095	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	02/04/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Franklin Resources (BEN) director Karen Matsushima King report?

She reported an acquisition of deferred director fee units. On 02/03/2026, Karen Matsushima King acquired 7,592.5926 derivative units labeled "Deferred Director's Fees (FRI)" at $27 each, increasing her total holdings to 68,979.9095 derivative units tied to Franklin Resources' stock performance.

What are the 'Deferred Director's Fees (FRI)' reported in the BEN Form 4?

They are derivative units representing deferred director compensation. The units track Franklin Resources' stock (including reinvested dividends) as a hypothetical investment account under the 2006 Directors Deferred Compensation Plan, but are ultimately payable in cash rather than delivered as Franklin Resources shares.

How and when will Franklin Resources (BEN) pay the deferred director fees reported?

The deferred fees are paid in cash over ten years after service ends. Payments are made 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 Franklin Resources and its subsidiaries.

What is the expiration date of the deferred director fee units reported for BEN?

The deferred director fee units carry a long-dated expiration. The filing states an expiration date of 01/20/2058, with exercisability and expiration tied to the assumption that the director’s separation from service occurs in the February following her 75th birthday.

Does the BEN director receive Franklin Resources stock for these deferred fee units?

No, the director ultimately receives cash, not shares. The filing explains the amounts represent a hypothetical investment account based on Franklin Resources’ stock performance, but the balance is payable in cash in quarterly installments over ten years after separation from service.

Can the Franklin Resources (BEN) director change how deferred fees are invested?

Yes, the director may move the hypothetical account. The filing notes the reporting person can transfer the hypothetical investment account amount into an alternative investment account that is not based on Franklin Resources stock performance, effective as of the first day of any calendar quarter.