BEN insider Spector withholds 29,034 shares to cover taxes after RSU vesting

Rhea-AI Filing Summary

Adam Benjamin Spector, listed as EVP, Head Global Distribution at Franklin Resources, Inc. (BEN), reported a transaction dated 08/31/2025 on Form 4. The filing discloses the disposition of 29,034 shares of common stock at a reported price of $25.66 per share, identified as withholding of shares to satisfy tax liability upon the vesting of a security issued under Rule 16b-3. After the transaction he beneficially owned 593,282 shares, of which 255,989 are unvested restricted stock units.

Positive

• Transaction is compensation-related withholding to satisfy taxes on vested awards, not a discretionary market sale
• Reporting appears compliant: Form 4 filed and signed by attorney-in-fact, showing disclosure obligations met
• Substantial retained ownership: 593,282 shares beneficially owned after the transaction, preserving alignment with shareholders

Negative

• Reduction in immediate share count: 29,034 shares were disposed of (withheld) which decreases liquid shareholdings
• Significant portion unvested: 255,989 shares are unvested RSUs, indicating future dilution or contingent holdings

Insights

Financial Analyst

TL;DR: Routine tax-withholding share disposition on RSU vesting; modest reduction in economic exposure, no new buying or strategic change.

The Form 4 documents a standard withholding sale of 29,034 shares at $25.66 to cover taxes upon vesting. This is a non-dispositive, administrative transaction tied to compensation rather than a market-directed sale. The reporting person retains substantial ownership of 593,282 shares including 255,989 unvested RSUs, so voting and economic interest remain largely intact. There are no indications of additional derivative transactions or change in control intentions.

Corporate Governance Expert

TL;DR: Compliance filing confirms insider met reporting obligations; transaction is compensation-related withholding, not a discretionary sale.

The Form 4 appears complete and signed by an attorney-in-fact, indicating procedural compliance. The nature of the disposition is explicitly described as tax-withholding upon vesting, which is common for executives receiving RSUs. Retained beneficial ownership remains significant, and the filing shows no red flags such as sudden large disposals or policy-evading trades.

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^*

Spector Adam Benjamin

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Head Global Distribution

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

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	08/31/2025		F		29,034(1)	D	$25.66	593,282(2)	D

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. Reflects payment of tax liability by withholding securities incident to the vesting of a security issued in accordance with Rule 16b-3.

2. Of the amount of securities beneficially owned, 255,989 shares represent unvested restricted stock units.

	/s/ Virginia Rosas, Attorney-in-Fact	09/03/2025
	** 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 insider Adam Benjamin Spector report on Form 4?

The Form 4 reports a disposition of 29,034 shares on 08/31/2025 at $25.66 per share, resulting from tax withholding upon vesting.

How many Franklin Resources (BEN) shares does the reporting person own after the transaction?

After the reported transaction the reporting person beneficially owned 593,282 shares.

How many of the reported BEN shares are unvested restricted stock units?

The filing states that 255,989 of the beneficially owned shares are unvested restricted stock units.

Was the sale a market disposition or tax withholding?

The filing explicitly explains the disposition as payment of tax liability by withholding securities incident to vesting under Rule 16b-3.

Who signed the Form 4 and when?

The Form 4 was signed by /s/ Virginia Rosas, Attorney-in-Fact with a signature date of 09/03/2025.