BEN Insider Filing: Murphy's 19,214-Share Tax Withholding Reported

Rhea-AI Filing Summary

Franklin Resources insider filing by Terrence Murphy: The report shows that on 08/31/2025 Terrence Murphy, EVP and Head of Public Markets at Franklin Resources, disposed of 19,214 shares of Franklin Resources common stock at $25.66 per share as a result of tax withholding related to the vesting of a security issued under Rule 16b-3. After that disposition, Murphy beneficially owned 139,429 shares, of which 83,801 shares are unvested restricted stock units. The Form 4 was filed as an individual report and is signed by an attorney-in-fact on 09/03/2025.

Positive

• Timely SEC disclosure of the transaction and beneficial ownership details
• Clarity that the disposal resulted from tax withholding on vested securities rather than an open-market sale

Negative

• Reduction in reported beneficial ownership by 19,214 shares following the withholding
• Significant portion of holdings are unvested (83,801 shares), indicating constrained liquidity

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding disposition on vested awards; filing reflects standard executive compensation mechanics and SEC compliance.

This Form 4 documents a common post-vesting action where shares were withheld to satisfy tax obligations rather than an open-market sale. The filing names the reporting person as an executive officer and discloses the remaining beneficial ownership and the portion that is unvested, improving transparency about equity incentives. The report was filed individually and executed by an attorney-in-fact, consistent with procedural norms.

Securities Analyst

TL;DR: The transaction is not an active sale for cash proceeds but a withholding for taxes; material impact appears limited.

The disclosed disposal of 19,214 shares at $25.66 is explicitly described as tax withholding tied to vesting, which typically does not reflect a change in the holders investment intent. Post-transaction beneficial ownership is stated at 139,429 shares, with 83,801 unvested RSUs, which helps quantify the executives exposure to company equity. No other transactions or derivative activity are reported.

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^*

Murphy Terrence

(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 of Public Markets

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		19,214(1)	D	$25.66	139,429(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, 83,801 shares represent unvested restricted stock unit awards.

	/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 transaction did Terrence Murphy report on Form 4 for BEN?

The Form 4 reports a disposition of 19,214 shares of Franklin Resources common stock on 08/31/2025 at a price of $25.66, due to tax withholding on vested securities.

How many shares does Terrence Murphy beneficially own after the reported transaction?

After the reported disposition, Murphy beneficially owned 139,429 shares, including 83,801 unvested restricted stock units.

What was the reason given for the share disposition on the Form 4?

The filing states the disposition reflects payment of tax liability by withholding securities incident to the vesting of a security issued under Rule 16b-3.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Virginia Rosas, Attorney-in-Fact for the reporting person on 09/03/2025.

Was this Form 4 filed individually or jointly?

The form indicates it was filed by one reporting person (individual filing).