[Form 4] Franklin Resources, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Franklin Resources, Inc. (BEN) filed a Form 4 disclosing that director Karen M. King acquired additional deferred-compensation units tied to the company’s common stock on 07/01/2025. The transaction involves the company’s 2006 Directors Deferred Compensation Plan, under which directors may elect to have fees credited to a hypothetical investment account that tracks BEN’s share performance (including reinvested dividends) and is ultimately paid out in cash.

• Security type: Deferred Director’s Fees (plan units convertible into cash, value mirrors BEN common stock).
• Amount acquired: 1,304.4372 units credited at an underlying reference price of $24.34.
• Total derivative units now held: 55,859.4113.
• Ownership form: Direct.
• Payout mechanics: Quarterly cash installments over 10 years beginning after the earlier of the first Jan 20, Apr 20, Jul 20 or Oct 20 following the director’s separation from service. Units may be moved into an alternative investment track at the start of any calendar quarter.
• Expiration assumption: Plan documentation assumes exercisable/expiration dates keyed to the February after the director’s 75th birthday; stated expiration is 01/20/2058.

The filing represents routine deferred-fee accrual rather than an open-market purchase or sale, and does not involve common shares changing hands in the market. No other non-derivative transactions were reported.

Insights

Corporate Governance Expert

TL;DR: Routine deferred-fee credit; strengthens alignment but immaterial to valuation or float.

The Form 4 shows Ms. King adding 1.3k plan units, lifting her stake to roughly 55.9k. Because these are bookkeeping entries under the director compensation plan—ultimately cash-settled—they do not affect share count, voting power, or market liquidity. From a governance perspective, continuing to tie fees to stock performance marginally tightens pay-for-performance alignment, yet the size (<$35k notional) is negligible versus BEN’s $13 bn market cap. I view the filing as routine and non-impactful.

Sell-Side Securities Analyst

TL;DR: Insignificant insider activity; no read-through for earnings or capital allocation.

The credit of deferred director fees does not represent insider conviction via cash purchase, nor does it signal any change in fundamental outlook. There is no effect on EPS, cash flow, or capital deployment. Given the tiny notional value and non-dilutive nature, I assign a neutral impact to the BEN investment thesis.

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^*

King Karen Matsushima

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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
Deferred Director's Fees (FRI)	(1)	07/01/2025		A		1,304.4372		04/20/2048(2)	(2)(3)	Common Stock, par value $.10	1,304.4372	$24.34	55,859.4113	D(4)

Explanation of Responses:

1. Not applicable.

2. Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

3. Expiration Date is 01/20/2058.

4. Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

	/s/ Virginia Rosas, Attorney-in-Fact	07/02/2025
	** 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 director Karen M. King report on the July 2025 Form 4?

She recorded 1,304.4372 deferred-compensation units tied to BEN stock at a reference price of $24.34.

Does the transaction increase Franklin Resources’ share count?

No. The units are cash-settled and do not issue new shares or affect the public float.

How many deferred units does Director King now hold?

After the credit, she beneficially owns 55,859.4113 units.

When will the deferred fees be paid out?

Cash payments begin on the first Jan 20, Apr 20, Jul 20 or Oct 20 after Ms. King leaves service, paid quarterly over 10 years.

Is this filing considered material for BEN investors?

Given the small dollar amount and non-dilutive nature, analysts view the impact as immaterial to BEN’s valuation.