BEN Form 4: Chief Accounting Officer 2,328-share tax-withholding disposition

Rhea-AI Filing Summary

Oshita Lindsey Harumi, Chief Accounting Officer of Franklin Resources, Inc. (BEN), reported a transaction dated 08/31/2025 in which 2,328 common shares were disposed of at $25.66 per share. The filing states the disposition reflects tax withholding on vested securities rather than an open-market sale. After the transaction the reporting person beneficially owned 21,090.4565 shares, of which 7,408 shares are unvested restricted stock units. The report was submitted under Section 16 requirements and was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Reporting person retains 21,090.4565 shares after the transaction, indicating continued ownership interest
• 7,408 shares are unvested restricted stock units, showing ongoing compensation alignment with the company

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine tax-withholding disposition; limited immediate market impact and insider retains a material stake.

The transaction is a non-derivative disposition of 2,328 shares executed as tax withholding upon vesting, per the filer’s explanation. Because shares were withheld to satisfy tax obligations rather than sold on the open market, this is less likely to indicate a change in insider sentiment. The reporting person still beneficially owns 21,090.4565 shares, including 7,408 unvested RSUs, which maintains alignment with shareholder interests. For investors, this filing is informational and not a material signal of management selling behavior.

Corporate Governance Expert

TL;DR: Transaction appears administrative (tax withholding) and consistent with standard equity compensation practices.

The Form 4 discloses a withholding-based disposition tied to vested equity, which is common for compensation tax obligations. The continued beneficial ownership including unvested RSUs suggests ongoing compensation linkage and retention incentives remain in place. No indications of unexpected departures, additional grants, or hedging arrangements are present in the filing. This disclosure aligns with routine governance transparency under Section 16.

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^*

Oshita Lindsey Harumi

(Last) (First) (Middle)

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)
	Chief Accounting Officer

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		2,328(1)	D	$25.66	21,090.4565(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, 7,408 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 the Franklin Resources (BEN) insider report?

The filing reports a disposition of 2,328 common shares on 08/31/2025 at a price of $25.66 per share.

Why were the 2,328 shares disposed of by the reporting person?

The Form 4 states the disposition reflects payment of tax liability by withholding securities incident to vesting of an award.

How many shares does the reporting person own after the transaction?

Following the reported transaction the reporting person beneficially owned 21,090.4565 shares.

How many of the reporting person’s shares are unvested restricted stock units (RSUs)?

The filing discloses that 7,408 shares represent unvested restricted stock unit awards.

Who is the reporting person and what is their role at BEN?

The reporting person is Oshita Lindsey Harumi, identified as the Chief Accounting Officer of Franklin Resources, Inc.