Franklin Resources Form 4: CEO withholds 120,307 shares for taxes

Rhea-AI Filing Summary

Jennifer M. Johnson, President and CEO and a director of Franklin Resources, Inc. (BEN), reported a sale of 120,307 shares of common stock on 08/31/2025 at a price of $25.66 per share, reflected as transaction code F. After the reported transaction, the filing shows total beneficial ownership of 2,956,911.327 shares, which includes 280,647 unvested restricted stock units. The report notes holdings in a 401(k) plan, a business limited partnership, a venture limited partnership, and shares held for or by her children, some of which she disclaims beneficial ownership of. The sale is described as withholding to pay tax liabilities arising on the vesting of equity awards. The form was signed by an attorney-in-fact on 09/03/2025.

Positive

• Clear disclosure of transaction purpose (tax withholding upon vesting) and ownership breakdown
• Identification of roles (President and CEO and director) provides useful context for investors
• Quantified unvested RSUs (280,647) included in beneficial ownership

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider tax-withholding sale by the CEO/director; disclosure and ownership details are transparent and customary.

The Form 4 documents an internal, Rule 16b-3 related disposition where shares were withheld to satisfy tax obligations upon vesting. The filing clearly identifies multiple ownership vehicles and disclaimed interests for children’s trusts, which aids governance transparency. The disposed amount represents a small fraction of total reported holdings and is presented with standard explanatory footnotes, suggesting no immediate governance red flags based on this filing alone.

Securities/Compensation Analyst

TL;DR: The sale funds tax liability from equity vesting; total holdings include significant unvested RSUs.

The transaction code and explanation indicate the sale was withholding to cover taxes tied to vesting rather than a discretionary open-market sale. The filing quantifies 280,647 unvested restricted stock units within total beneficial ownership, which is relevant when assessing future dilution and executive alignment. Overall, the record is informative but not materially impactful to share capital or governance metrics.

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^*

JOHNSON JENNIFER M

(Last) (First) (Middle)

C/O FRANKLIN RESOURCES, INC.

ONE FRANKLIN PARKWAY

(Street)

SAN MATEO CA 94403-1906

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		120,307(1)	D	$25.66	2,956,911.327(2)	D
Common Stock, par value $.10								2,607.01	I	By 401(k)(3)
Common Stock, par value $.10								2,637,700	I	By Business Limited Partnership(4)
Common Stock, par value $.10								595,649	I	By Children or As Trustee For Children(5)
Common Stock, par value $.10								216,900	I	By Venture Limited Partnership(6)

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, 280,647 shares represent unvested restricted stock units.

3. Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of April 11, 2025.

4. Business limited partnership under control of Reporting Person.

5. Shares held by Reporting Person's children or by Reporting Person as trustee for her children. Reporting Person disclaims beneficial ownership of such shares.

6. Limited partnership for the benefit of Reporting Person, and owned in part by irrevocable trusts for the benefit of Reporting Person's children. Reporting Person disclaims beneficial ownership of the children's trusts.

	/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 Jennifer M. Johnson report on Form 4 for BEN?

She reported a sale of 120,307 shares on 08/31/2025 at $25.66 per share, reported as tax withholding related to vested equity.

How many shares does the filing show Jennifer Johnson beneficially owns?

The filing reports 2,956,911.327 shares beneficially owned following the transaction, including 280,647 unvested restricted stock units.

Was the sale an open-market transaction or tax withholding?

The Form 4 explanation states the disposition reflects payment of tax liability by withholding securities incident to vesting under Rule 16b-3.

Does the filing list indirect holdings or trusts?

Yes; it discloses holdings in a 401(k), a business limited partnership, a venture limited partnership, and shares held for her children, with some disclaimed beneficial ownership.

Who signed the Form 4 and when was it signed?

The form was signed by /s/ Virginia Rosas, Attorney-in-Fact on 09/03/2025.