Franklin Resources (BEN) Insider Withholds 8,877 Shares on RSU Vesting

Rhea-AI Filing Summary

Franklin Resources insider sale and withholding related to RSU vesting. Thomas C. Merchant, Executive Vice President and General Counsel of Franklin Resources, reported transactions dated 08/31/2025. The filing shows 8,877 shares of common stock were disposed of via code "F" at a price of $25.66, reflecting payment of tax withholding upon vesting. Following the reported transactions, the filing reports beneficial ownership of 61,521 shares, of which 19,191 shares are unvested restricted stock units. The Form 4 is signed by an attorney-in-fact on 09/03/2025.

Insights

Securities Compliance Analyst

TL;DR: Routine Section 16 reporting showing tax-withholding disposition tied to RSU vesting; no new purchases or derivative exercises.

The filing documents a common practice where an executive satisfies tax obligations by withholding shares upon RSU vesting. The transaction code "F" and the accompanying explanation explicitly state the 8,877-share disposition was to pay tax liabilities. Beneficial ownership after the transaction is stated as 61,521 shares with 19,191 unvested RSUs, which clarifies the mix of vested and unvested holdings. This is a standard disclosure for insiders and indicates compliance with reporting requirements rather than an event implying change in corporate control or a material shift in ownership.

Corporate Governance Specialist

TL;DR: Filing is a routine insider tax-withholding disclosure with clear attribution of unvested restricted stock units.

The Form 4 clearly identifies the reporting persons role (EVP, General Counsel) and provides the mechanics of the reported disposition: 8,877 shares withheld at $25.66 per share to satisfy taxes tied to vesting. The statement that 19,191 shares are unvested RSUs helps distinguish between liquid and restricted holdings. There is no indication of option exercises, open-market sales, or new grants in this filing. From a governance perspective, the document reflects standard compliance and transparency regarding insider holdings and tax-related share withholdings.

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^*

Merchant Thomas C

(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, General Counsel

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		8,877(1)	D	$25.66	61,521(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, 19,191 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 Thomas C. Merchant report on the Form 4 for BEN?

The Form 4 reports that Thomas C. Merchant disposed of 8,877 shares via code F on 08/31/2025 to satisfy tax withholding related to RSU vesting.

How many shares does the filing say Thomas C. Merchant beneficially owns after the transaction?

The filing reports 61,521 shares beneficially owned following the reported transaction(s).

How many unvested restricted stock units (RSUs) are disclosed?

The filing states that 19,191 of the shares beneficially owned represent unvested restricted stock units.

What does transaction code "F" mean in this Form 4?

In this filing, transaction code F is explained as the disposition of shares as payment of tax liability by withholding securities incident to vesting.

When was the Form 4 signed and who signed it?

The Form 4 is signed by /s/ Virginia Rosas, Attorney-in-Fact on 09/03/2025.