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

Rhea-AI Filing Summary

Gregory E. Johnson, Executive Chairman and Director of Franklin Resources (NYSE: BEN), reported significant beneficial ownership changes on June 23, 2025. Johnson received 458,790 shares as a maturity payment from an irrevocable grantor retained annuity trust, increasing his direct ownership to 2,664,868 shares.

Johnson's total beneficial ownership includes multiple indirect holdings:

• 7,576 shares through 401(k) plan
• 2,573,100 shares via business limited partnership under his control
• 252,415 shares held by/for children as trustee
• 26,444 shares held by spouse
• 396,000 shares through venture limited partnership

The transaction was coded as 'J' (Other) and represents an estate planning-related distribution. Johnson disclaims beneficial ownership of shares held in children's trusts, spouse's holdings, and certain partnership interests.

Positive

• Executive Chairman Gregory E. Johnson received 458,790 shares through a maturity payment from a grantor retained annuity trust, demonstrating significant insider ownership retention
• Johnson maintains substantial total beneficial ownership of over 5.9 million shares through various direct and indirect holdings, indicating strong alignment with shareholder interests

Negative

• None.

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
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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 GREGORY E

(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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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	06/23/2025		J	V	458,790(1)	A	(2)	2,664,868	D
Common Stock, par value $.10								7,576.3639	I	By 401(k)(3)
Common Stock, par value $.10								2,573,100	I	By Business Limited Partnership(4)
Common Stock, par value $.10								252,415	I	By Children or As Trustee For Children(5)
Common Stock, par value $.10								26,444	I	By Spouse(6)
Common Stock, par value $.10								396,000	I	By Venture Limited Partnership(7)

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. Reporting Person received shares as maturity payment from the independent trustee of separate irrevocable grantor retained annuity trust for estate planning purposes.

2. Not applicable.

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 his children. Reporting Person disclaims beneficial ownership of such shares.

6. Shares held by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares.

7. Limited partnership under control 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	06/24/2025
	** 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.
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FAQ

How many BEN shares did Gregory Johnson acquire on June 23, 2025?

Gregory Johnson acquired 458,790 shares of Franklin Resources (BEN) common stock on June 23, 2025 through a maturity payment from an irrevocable grantor retained annuity trust for estate planning purposes.

What is Gregory Johnson's total direct ownership of BEN stock after the June 2025 transaction?

Following the reported transaction, Gregory Johnson directly owned 2,664,868 shares of Franklin Resources (BEN) common stock.

What positions does Gregory Johnson hold at Franklin Resources (BEN)?

Gregory Johnson serves as both Director and Executive Chairman of Franklin Resources (BEN), as indicated in the Form 4 filing.

How many BEN shares does Gregory Johnson indirectly own through various entities?

Gregory Johnson indirectly owns BEN shares through multiple entities: 7,576.36 shares through a 401(k) plan, 2,573,100 shares via a Business Limited Partnership, 252,415 shares through children/trustee holdings, 26,444 shares through spouse, and 396,000 shares through a Venture Limited Partnership, totaling approximately 3,255,535 indirect shares.

What was the nature of Gregory Johnson's BEN stock acquisition in June 2025?

The acquisition was coded as a 'J' transaction, representing shares received as a maturity payment from an independent trustee of a separate irrevocable grantor retained annuity trust (GRAT) established for estate planning purposes.