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

Rhea-AI Filing Summary

Franklin Resources, Inc. (BEN) – Form 4 insider filing, 24 Jun 2025

President & CEO Jennifer M. Johnson reported a Code J (non-open-market) transfer on 23 Jun 2025 involving 458,790 BEN common shares. The shares were distributed to her personal account as the maturity payment of an irrevocable grantor-retained annuity trust (GRAT) established for estate-planning purposes. The filing indicates no cash consideration was involved (“Price: not applicable”).

After the transfer, Johnson’s direct ownership increased to 3,077,218.327 shares. She also reports several indirect holdings:

• 2,607.01 shares in the Franklin Templeton 401(k) Plan (statement dated 11 Apr 2025)
• 2,637,700 shares through a business limited partnership she controls
• 595,649 shares held by or for the benefit of her children (beneficial ownership disclaimed)
• 216,900 shares via a venture limited partnership that also benefits her children (beneficial ownership disclaimed)

Combined reported direct and indirect holdings total approximately 6.53 million shares.

The transaction does not change the company’s share count and does not reflect an open-market purchase or sale; it merely reallocates how Johnson’s existing economic interest is classified. The filing was signed by Attorney-in-Fact Virginia Rosas on 24 Jun 2025.

Insights

Financial Analyst

TL;DR: Estate-planning transfer; no cash; ownership now 3.1 M direct, ~6.5 M total—little market impact.

The Form 4 shows a GRAT maturity distribution, not an open-market buy or sell. Code J signals no price discovery and no change in Johnson’s economic exposure. Direct ownership rises above 3 million shares, giving investors clearer visibility into her personal stake, but overall exposure is largely unchanged. Because no money changed hands, the filing is informational rather than a bullish or bearish signal. Liquidity, earnings, and capital structure remain unaffected, so the impact on BEN’s valuation should be minimal.

Corporate Governance Expert

TL;DR: Transfer enhances disclosure transparency; corporate-governance impact neutral.

Relocating GRAT shares to Johnson’s direct account improves reporting clarity and may simplify future proxy disclosures. The CEO retains significant skin in the game, but because economic ownership did not increase, governance risk profile is unchanged. No red flags—just routine estate-planning mechanics. Investors should note the large indirect stakes and the disclaimers related to children’s trusts when calculating effective voting power.

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)
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)	3,077,218.327	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. 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 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	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).
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