Franklin Resources exec has 9,807 shares withheld

EVP and general counsel Thomas C. Merchant had shares withheld for taxes on a vesting equity award, and now holds 82,805 BEN shares including unvested RSUs.

Rhea-AI Filing Summary

FRANKLIN RESOURCES INC (BEN) reported that executive vice president and general counsel Thomas C. Merchant had 9,807 shares of common stock withheld on August 31, 2026 to satisfy tax liability upon the vesting of an equity award issued under Rule 16b-3. After this tax-withholding disposition, he beneficially owns 82,805 shares, including 21,887 unvested restricted stock units, all held directly. No Rule 10b5-1 trading plan is reported for this transaction.

Insider Trade Summary

Tax Withholding: 9,807 shares

Tax Withholding 1 txn

Insider Merchant Thomas C

Role EVP, General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $.10 F1, F2	9,807	$34.15	$335K

Holdings After Transaction: Common Stock, par value $.10 — 82,805 shares (Direct)

Footnotes (2)

1. F1. Reflects payment of tax liability by withholding securities incident to the vesting of a security issued in accordance with Rule 16b-3.
2. F2. Of the amount of securities beneficially owned, 21,887 shares represent unvested restricted stock units.

Key Figures

Shares withheld for tax liability: 9,807 shares Per-share value for withheld shares: $34.15 per share Shares beneficially owned after transaction: 82,805 shares +1 more

4 metrics

Shares withheld for tax liability 9,807 shares Common stock withheld on August 31, 2026 to pay tax liability at vesting

Per-share value for withheld shares $34.15 per share Value applied to the 9,807 shares withheld for tax liability

Shares beneficially owned after transaction 82,805 shares Direct BEN holdings by Thomas C. Merchant following the August 31, 2026 transaction

Unvested restricted stock units included in ownership 21,887 shares Portion of Merchant’s beneficial ownership represented by unvested RSUs

Key Terms

Rule 16b-3, restricted stock units, beneficially owned, tax liability

4 terms

Rule 16b-3 regulatory

"security issued in accordance with Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

restricted stock units financial

"21,887 shares represent unvested restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

beneficially owned financial

"Of the amount of securities beneficially owned, 21,887 shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

tax liability financial

"Reflects payment of tax liability by withholding securities"

FAQ

What insider transaction did BEN report for Thomas C. Merchant on August 31, 2026?

BEN reported that Thomas C. Merchant had 9,807 shares of common stock withheld on August 31, 2026 to pay tax liability related to the vesting of an equity award issued under Rule 16b-3.

Was the August 31, 2026 BEN Form 4 transaction a market sale or a tax withholding?

The Form 4 shows a tax-withholding disposition: 9,807 shares were withheld to pay tax liability incident to vesting, rather than sold in an open-market transaction.

How many BEN shares does Thomas C. Merchant own after the reported transaction?

After the August 31, 2026 tax-withholding disposition, Thomas C. Merchant beneficially owns 82,805 BEN shares directly, of which 21,887 shares represent unvested restricted stock units.

What was the price used for the BEN shares withheld to cover taxes?

The shares withheld for taxes were valued at $34.15 per share for the 9,807 shares used to satisfy Merchant’s tax liability associated with the vesting equity award.

Did the BEN insider transaction involve a Rule 10b5-1 trading plan?

No. The Form 4 indicates no Rule 10b5-1 plan is reported for Thomas C. Merchant’s August 31, 2026 tax-withholding transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/02/2026 - 04:18 PM Accepted by SEC EDGAR 09/02/2026 - 04:17 PM Learn about SEC filing dates

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 TEMPLETON, INC.

ONE FRANKLIN PARKWAY

(Street)

SAN MATEO CALIFORNIA 94403

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FRANKLIN TEMPLETON 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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/31/2026		F		9,807(1)	D	$34.15	82,805(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, 21,887 shares represent unvested restricted stock units.

	/s/ Virginia Rosas, Attorney-in-Fact	09/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)