Form 4: BEN EVP/CFO & COO reports 63,619-share tax withholding

Rhea-AI Filing Summary

Matthew Nicholls, EVP, CFO & COO of Franklin Resources, Inc. (BEN), reported a transaction dated 08/31/2025. The Form 4 shows 63,619 shares of Common Stock were disposed of at a price of $25.66. The filing explains these shares were withheld to satisfy a tax liability upon vesting of a security issued under Rule 16b-3. After the transaction the reporting person beneficially owned 397,965 shares, of which 110,803 are unvested restricted stock units.

Insights

Securities Analyst

TL;DR: Reported disposal of 63,619 shares via tax-withholding; remaining beneficial ownership disclosed, including unvested RSUs.

The Form 4 documents a routine transaction where 63,619 shares were disposed of at $25.66 on 08/31/2025, and the filing states the disposal resulted from withholding to satisfy a tax liability arising on vesting. The reporting person retains beneficial ownership of 397,965 shares in total, with 110,803 shares identified as unvested restricted stock units. This filing provides transparency on insider holdings and clarifies the nature of the disposal as tax-related rather than an open-market sale.

Corporate Governance Expert

TL;DR: Disclosure is complete for the reported transaction and specifies the tax-withholding nature of the share disposition.

The submission includes the reporting persons role (EVP, CFO & COO), the transaction date, price per share, and the post-transaction beneficial ownership split between vested and unvested holdings. The explanation ties the share disposition to tax withholding upon vesting, which is a common and permissible practice under Rule 16b-3. The filing is signed by an attorney-in-fact and provides the limited ownership detail available in a Form 4.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Nicholls Matthew

Role EVP, CFO & COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $.10	63,619	$25.66	$1.63M

Holdings After Transaction: Common Stock, par value $.10 — 397,965 shares (Direct)

Footnotes (1)

1. Reflects payment of tax liability by withholding securities incident to the vesting of a security issued in accordance with Rule 16b-3. Of the amount of securities beneficially owned, 110,803 shares represent unvested restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

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^*

Nicholls Matthew

(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, CFO & COO

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		63,619(1)	D	$25.66	397,965(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, 110,803 shares represent unvested restricted stock units.

	/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 Matthew Nicholls report on the Form 4 for BEN?

The Form 4 reports a disposal of 63,619 shares of BEN common stock on 08/31/2025 at a price of $25.66 per share.

Why were the 63,619 shares disposed of according to the filing?

The filing states the shares were withheld to satisfy a tax liability incident to the vesting of a security issued under Rule 16b-3.

How many BEN shares does the reporting person beneficially own after the transaction?

After the reported transaction the reporting person beneficially owns 397,965 shares, of which 110,803 shares are unvested restricted stock units.

What is Matthew Nichollss role at Franklin Resources as listed on the Form 4?

The Form 4 lists Matthew Nicholls as EVP, CFO & COO of Franklin Resources, Inc.

What price per share is disclosed for the disposed shares?

The disposed shares are reported at a price of $25.66 per share.