Franklin Resources (BEN) director increases deferred stock-linked fees

Rhea-AI Filing Summary

Franklin Resources, Inc. director Karen Matsushima King reported an acquisition of deferred director compensation tied to the company’s stock. On 01/11/2026, she acquired 97.4279 derivative securities labeled “Deferred Director’s Fees (FRI)” at a reference price of $25.66 per underlying share, bringing her total beneficially owned derivative securities of this type to 61,387.3169, held directly.

These deferred fees represent a hypothetical investment account under the 2006 Directors Deferred Compensation Plan, based on the performance of Franklin Resources’ stock, including reinvested dividends. The account is payable in cash in substantially equal quarterly installments over ten years after she separates from service, with an expiration date of 01/20/2058 as described in the plan terms.

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)
01/11/2026

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)	01/11/2026		A		97.4279		04/20/2048(2)	(2)(3)	Common Stock, par value $.10	97.4279	$25.66	61,387.3169	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	01/12/2026
	** 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) report for Karen Matsushima King?

Franklin Resources reported that director Karen Matsushima King acquired 97.4279 derivative securities described as Deferred Director’s Fees (FRI) on 01/11/2026, related to her deferred compensation.

How many deferred director fee units does the BEN director hold after this transaction?

After the reported transaction, Karen Matsushima King beneficially owns 61,387.3169 derivative securities representing deferred director’s fees tied to Franklin Resources, Inc. stock performance.

Is the Franklin Resources (BEN) director’s deferred compensation paid in stock or cash?

The filing states that the deferred director’s fees are a hypothetical investment account based on Franklin Resources’ stock performance but are payable in cash in substantially equal quarterly installments over ten years after separation from service.

What is the reference price for the newly acquired deferred director fee units at Franklin Resources (BEN)?

The newly acquired 97.4279 deferred director fee units use a reference price of $25.66 per underlying share, as shown in the derivative security table.

When do the Franklin Resources (BEN) deferred director fee units expire?

The filing explains that the deferred director fee derivative securities have an expiration date of 01/20/2058, tied to assumptions about the director’s separation from service and plan terms.

Is this Franklin Resources (BEN) insider transaction a direct or indirect holding?

The derivative securities representing deferred director’s fees are reported as held directly (D) by director Karen Matsushima King, with no separate indirect ownership entity indicated.