BEN Form 4: Alok Sethi Withholds 8,740 Shares to Cover Taxes

Rhea-AI Filing Summary

Alok Sethi, EVP and Head of Global Operations at Franklin Resources, Inc. (BEN), reported a non‑derivative transaction in the company’s common stock executed on 08/31/2025. The filing shows 8,740 shares were disposed of via code F at a price of $25.66, reflecting withholding of shares to satisfy a tax liability associated with vesting. After the transaction the reporting person beneficially owns 90,509.8286 shares, of which 34,405 shares are unvested restricted stock units.

Insights

Financial Analyst

TL;DR: Routine tax‑withholding on vested equity; small share reduction, no clear change to ownership control.

The transaction is a standard withholding of shares to cover tax obligations arising from vesting, reflected by transaction code F and the disposal of 8,740 shares at $25.66. The post‑transaction beneficial ownership level (90,509.8286 shares) remains substantially represented, with 34,405 shares still subject to vesting as RSUs, indicating ongoing incentive alignment. This disclosure is procedural and unlikely to be materially value‑moving for investors.

Corporate Governance Expert

TL;DR: Disclosure meets Section 16 requirements; transaction appears administrative rather than signaling policy or governance shifts.

The Form 4 records an insider’s tax‑related share withholding tied to vesting, which is a common administrative action under Rule 16b‑3. The filing identifies the reporting person’s role and breaks out vested versus unvested ownership, helping maintain transparency about potential future dilution from RSU vesting. There is no indication of a change in board or executive status in the filing.

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^*

Sethi Alok

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Head of Global Operations

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		8,740(1)	D	$25.66	90,509.8286(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, 34,405 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 Alok Sethi report on Form 4 for BEN?

The report shows 8,740 shares were disposed of under code F (withholding) at $25.66 on 08/31/2025 to satisfy tax obligations from vesting.

How many Franklin Resources (BEN) shares does the reporting person own after the transaction?

After the reported transaction the reporting person beneficially owns 90,509.8286 shares.

How many of the reported BEN shares are unvested restricted stock units?

The filing states 34,405 shares of the beneficial ownership total represent unvested restricted stock unit awards.

What does transaction code F mean on this Form 4?

In this filing code F indicates shares were withheld to satisfy tax withholding obligations incident to the vesting of a security.

Does the Form 4 indicate any change in the reporting person’s role at BEN?

No. The filing lists the reporting person as EVP, Head of Global Operations and does not disclose any change in role.