Franklin Resources (BEN) EVP reports 8,091-share tax withholding, 92,612 owned

Rhea-AI Filing Summary

Franklin Resources, Inc. executive vice president and general counsel reported a routine share withholding to cover taxes tied to an equity award. On 12/01/2025, the officer had 8,091 shares of common stock withheld at a price of $22.54 per share, in connection with the vesting of a security issued under Rule 16b-3.

After this transaction, the officer beneficially owns 92,612 shares of Franklin Resources common stock in direct form. This total includes 41,879 shares represented by unvested restricted stock units, which are scheduled to vest over time according to their award terms.

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^*

Merchant Thomas C

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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
Common Stock, par value $.10	12/01/2025		F		8,091(1)	D	$22.54	92,612(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, 41,879 shares represent unvested restricted stock units.

	/s/ Virginia Rosas, Attorney-in-Fact	12/03/2025
	** 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 does this Form 4 filing for Franklin Resources (BEN) report?

The filing reports that a Franklin Resources executive vice president and general counsel had 8,091 shares of common stock withheld on 12/01/2025 to pay taxes related to a vesting equity award.

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

Following the reported transaction, the officer beneficially owns 92,612 Franklin Resources common shares in direct form.

How many unvested restricted stock units does the Franklin Resources (BEN) officer hold?

Of the 92,612 beneficially owned shares, 41,879 are represented by unvested restricted stock units that will vest according to their award terms.

Why were 8,091 Franklin Resources (BEN) shares withheld?

The 8,091 shares were withheld to satisfy a tax liability arising from the vesting of a security issued in accordance with Rule 16b-3.

What was the price used for the Franklin Resources (BEN) share withholding?

The tax-related share withholding was reported at a price of $22.54 per Franklin Resources common share.

Who signed the Franklin Resources (BEN) Form 4?

The Form 4 was signed by Virginia Rosas as attorney-in-fact for the reporting officer on 12/03/2025.