Franklin Resources (BEN) Form 4: 91,183 performance RSUs to vest

Rhea-AI Filing Summary

Franklin Resources (BEN) disclosed a Form 4 for its Co‑President, CFO & COO. On 11/04/2025, the officer acquired 110,226 shares of common stock at $22.59 and 91,183 additional shares tied to performance-based RSUs. The compensation committee certified fiscal 2025 performance on 11/04/2025, and these RSUs are scheduled to vest on 12/01/2025. Following the transactions, beneficial ownership was 599,374 shares, of which 221,029 represent unvested RSU awards.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Nicholls Matthew

Role Co-President, CFO & COO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $.10	110,226	$22.59	$2.49M
Grant/Award	Common Stock, par value $.10	91,183	$0.00	--

Holdings After Transaction: Common Stock, par value $.10 — 508,191 shares (Direct)

Footnotes (1)

1. During prior three years, the Reporting Person was granted certain restricted stock units subject to vesting over a three-year period based upon satisfaction of certain performance criteria. On November 4, 2025, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2025 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 1, 2025. Not applicable. Of the amount of securities beneficially owned, 221,029 shares represent unvested restricted stock unit awards (which excludes the unvested restricted stock units scheduled to vest on December 1, 2025 as reported in Footnote 1).

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Nicholls Matthew

(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)
	Co-President, CFO & COO

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025

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	11/04/2025		A		110,226	A	$22.59	508,191	D
Common Stock, par value $.10	11/04/2025		A		91,183(1)	A	(2)	599,374(3)	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. During prior three years, the Reporting Person was granted certain restricted stock units subject to vesting over a three-year period based upon satisfaction of certain performance criteria. On November 4, 2025, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2025 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 1, 2025.

2. Not applicable.

3. Of the amount of securities beneficially owned, 221,029 shares represent unvested restricted stock unit awards (which excludes the unvested restricted stock units scheduled to vest on December 1, 2025 as reported in Footnote 1).

	/s/ Virginia Rosas, Attorney-in-Fact	11/05/2025
	** 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 disclose in this Form 4?

The Co‑President, CFO & COO reported acquiring 110,226 shares at $22.59 and 91,183 performance-based shares on 11/04/2025.

Why were 91,183 BEN shares reported without a price?

They relate to performance-based RSUs; the committee certified fiscal 2025 criteria on 11/04/2025, with vesting scheduled for 12/01/2025.

How many BEN shares does the officer own after these transactions?

Beneficial ownership is 599,374 shares.

How many unvested RSUs are included in the beneficial ownership?

221,029 shares represent unvested RSU awards (excluding the RSUs scheduled to vest on 12/01/2025).

What is the officer’s role at Franklin Resources (BEN)?

Co‑President, CFO & COO.

What is the transaction date on the Form 4 for BEN?

11/04/2025.