Franklin Resources (BEN) director boosts deferred stock-based fees holdings

Rhea-AI Filing Summary

Franklin Resources director Kim John Y reported an increase in deferred compensation tied to the company’s stock. On 02/03/2026, the director acquired 7,592.5926 units of a derivative security labeled "Deferred Director's Fees (FRI)" at $27 per unit. After this transaction, the director held 75,489.0256 derivative units on a direct basis.

The filing explains that these units represent a hypothetical investment account under the 2006 Director Deferred Compensation Plan, tracking the performance of Franklin Resources, Inc. stock, including reinvested dividends. Amounts are payable in one lump sum after the director’s separation from service, with exercisability and expiration based on an assumed separation in the February following the director’s 75th birthday. The director may reallocate the hypothetical account into alternative, non–stock-based investment options effective on the first day of any calendar quarter.

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^*

Kim John Y

(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		04/20/2036(2)	04/20/2036(2)	Common Stock, par value $.10	7,592.5926	$27	75,489.0256	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.
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FAQ

What insider transaction did Franklin Resources (BEN) director Kim John Y report?

Director Kim John Y reported acquiring 7,592.5926 units of Deferred Director's Fees (FRI) on 02/03/2026 at $27 per unit. These units are a deferred compensation derivative tied to Franklin Resources stock performance under the 2006 Director Deferred Compensation Plan.

How many deferred compensation units does BEN director Kim John Y now hold?

Following the 02/03/2026 transaction, director Kim John Y beneficially owns 75,489.0256 units of Deferred Director's Fees (FRI). These units represent a hypothetical investment account whose value tracks Franklin Resources stock, including reinvested dividends, under the company’s 2006 Director Deferred Compensation Plan.

What is the structure of the Deferred Director's Fees (FRI) reported for BEN?

The Deferred Director's Fees (FRI) represent a hypothetical investment account of deferred director fees under the 2006 Director Deferred Compensation Plan. The account is based on Franklin Resources stock performance, including reinvested dividends, and is payable in a single lump-sum after the director’s separation from service.

When do the reported deferred compensation units for BEN’s director become payable?

The deferred compensation units become payable in one lump-sum payment after the director’s separation from service from Franklin Resources, Inc. and its subsidiaries. Exercisable and expiration dates assume separation occurs in the February following the director’s 75th birthday, according to the filing’s explanatory notes.

Can the BEN director change how the deferred director fees are invested?

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

Is the BEN director’s reported holding of Deferred Director's Fees direct or indirect?

The Form 4 identifies the director’s 75,489.0256 units of Deferred Director's Fees (FRI) as held with direct ownership. There is no footnote indicating separate voting or investment authority, so the position is reported as directly beneficially owned by the director.