Franklin Resources (BEN) executive chairman reports gifted BEN shares

Rhea-AI Filing Summary

Franklin Resources, Inc. disclosed that a director and executive chairman, filing individually, reported several gifts of common stock on December 26, 2025. The reporting person transferred 1,272 shares of common stock directly, 2,544 shares held for children, and 1,272 shares held by a spouse, all coded as gifts. After these transactions, the filing shows 2,687,554 shares of common stock held directly, 254,959 shares held for children, and 27,716 shares held by a spouse, along with additional indirect holdings through a 401(k) plan and two limited partnerships. The reporting person disclaims beneficial ownership of shares held by children, certain trusts for children, and the spouse’s holdings.

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

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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^*

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)
12/26/2025

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	12/26/2025		G		1,272	A	(1)	2,687,554	D
Common Stock, par value $.10	12/26/2025		G		2,544	A	(1)	254,959	I	By Children or As Trustee For Children(2)
Common Stock, par value $.10	12/26/2025		G		1,272	A	(1)	27,716	I	By Spouse(3)
Common Stock, par value $.10								7,679.7519	I	By 401(k)(4)
Common Stock, par value $.10								2,573,100	I	By Business Limited Partnership(5)
Common Stock, par value $.10								396,000	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. Not applicable.

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

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

4. Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 10, 2025.

5. Business limited partnership under control of Reporting Person.

6. 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	12/29/2025
	** 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

What insider transaction did Franklin Resources (BEN) report in this Form 4?

The filing reports that a director and executive chairman of Franklin Resources, Inc. made several gifts of common stock on December 26, 2025, coded as transaction type G.

How many Franklin Resources (BEN) shares were gifted in the reported transactions?

The transactions show gifts of 1,272 shares of common stock held directly, 2,544 shares held for children, and 1,272 shares held by a spouse.

What is the reporting person’s direct ownership in Franklin Resources (BEN) after the gifts?

After the reported transactions, the filing lists 2,687,554 shares of Franklin Resources common stock as owned directly by the reporting person.

What indirect Franklin Resources (BEN) holdings does the Form 4 disclose?

The Form 4 shows indirect ownership of 254,959 shares held for children, 27,716 shares held by a spouse, 7,679.7519 shares in a 401(k) plan, 2,573,100 shares via a business limited partnership, and 396,000 shares via a venture limited partnership.

Does the insider disclaim beneficial ownership of any Franklin Resources (BEN) shares?

Yes. The reporting person disclaims beneficial ownership of shares held by children, shares in certain children’s trusts within a limited partnership, and shares held by the reporting person’s spouse.

What is the reporting person’s role at Franklin Resources (BEN)?

The filing identifies the reporting person as both a Director and an Officer, with the officer title listed as Executive Chairman of Franklin Resources, Inc.