Franklin Resources exec has 61K shares withheld

Co-President, CFO & COO Matthew Nicholls reported a tax-withholding share disposition tied to vesting equity awards, with 717,264 shares beneficially owned afterward.

Rhea-AI Filing Summary

FRANKLIN RESOURCES INC (BEN) reported that officer Matthew Nicholls had 61,533 shares of common stock withheld on August 31, 2026 to pay tax liabilities related to vesting equity under Rule 16b-3, at a reported value of $34.15 per share. After this tax-withholding disposition, he beneficially owns 717,264 shares, including 339,611 unvested restricted stock units. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 61,533 shares

Tax Withholding 1 txn

Insider Nicholls Matthew

Role Co-President, CFO & COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $.10 F1, F2	61,533	$34.15	$2.10M

Holdings After Transaction: Common Stock, par value $.10 — 717,264 shares (Direct)

Footnotes (2)

1. F1. Reflects payment of tax liability by withholding securities incident to the vesting of a security issued in accordance with Rule 16b-3.
2. F2. Of the amount of securities beneficially owned, 339,611 shares represent unvested restricted stock units.

Key Figures

Shares withheld for tax liability: 61,533 shares Per-share value for withholding: $34.15 per share Shares beneficially owned after transaction: 717,264 shares +2 more

5 metrics

Shares withheld for tax liability 61,533 shares Common stock withheld on August 31, 2026 for tax payment

Per-share value for withholding $34.15 per share Value applied to 61,533 withheld shares on August 31, 2026

Shares beneficially owned after transaction 717,264 shares Total BEN common stock beneficially owned by Matthew Nicholls after August 31, 2026

Unvested restricted stock units included in beneficial ownership 339,611 shares Portion of beneficial ownership representing unvested RSUs

Tax-withholding transaction shares (Form 4 summary) 61,533 shares Shares reported as payment of tax liability by withholding securities

Key Terms

Rule 16b-3, restricted stock units, beneficially owned, tax liability

4 terms

Rule 16b-3 regulatory

"security issued in accordance with Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

restricted stock units financial

"339,611 shares represent unvested restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

beneficially owned financial

"Of the amount of securities beneficially owned, 339,611 shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

tax liability financial

"payment of tax liability by withholding securities incident to the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did BEN report for Matthew Nicholls on August 31, 2026?

On August 31, 2026, 61,533 shares of FRANKLIN RESOURCES INC (BEN) common stock were withheld from Matthew Nicholls to pay tax liabilities arising from the vesting of an equity award issued under Rule 16b-3.

Was the August 31, 2026 BEN insider transaction an open-market sale?

No. The Form 4 states the transaction was a payment of tax liability by withholding securities incident to vesting, not an open-market sale. The code used is for tax payment by delivering or withholding shares.

How many BEN shares does Matthew Nicholls own after this Form 4 transaction?

After the August 31, 2026 transaction, Matthew Nicholls beneficially owns 717,264 BEN shares, according to the filing. Of this amount, 339,611 shares represent unvested restricted stock units.

What price was used for the BEN shares withheld for taxes on August 31, 2026?

The withheld 61,533 BEN shares were valued at $34.15 per share for the tax-withholding transaction, as reported in the Form 4 for Matthew Nicholls.

Was the BEN insider transaction for Matthew Nicholls under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 trading plan applies to this transaction; it reflects tax withholding incident to the vesting of an award issued in accordance with Rule 16b-3.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/02/2026 - 04:19 PM EDT Accepted by SEC EDGAR 09/02/2026 - 04:18 PM EDT Learn about SEC filing dates

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 TEMPLETON, INC.

ONE FRANKLIN PARKWAY

(Street)

SAN MATEO CALIFORNIA 94403

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FRANKLIN TEMPLETON 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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/31/2026		F		61,533(1)	D	$34.15	717,264(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, 339,611 shares represent unvested restricted stock units.

	/s/ Virginia Rosas, Attorney-in-Fact	09/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)