Franklin Resources (BEN) exec withholds 50,427 shares to cover tax liability

Rhea-AI Filing Summary

Franklin Resources Inc. reported an insider equity transaction by its Co-President, CFO & COO on 12/01/2025. The executive had 50,427 shares of Franklin Resources common stock withheld at $22.54 per share to cover tax obligations tied to the vesting of equity awarded under Rule 16b-3. This was recorded as a disposition coded "F," which typically reflects tax withholding rather than an open-market sale.

Following this transaction, the executive beneficially owned 548,947 shares of Franklin Resources common stock, including 221,029 shares in the form of unvested restricted stock units. The filing indicates the holdings are directly owned.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Nicholls Matthew

Role Co-President, CFO & COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $.10	50,427	$22.54	$1.14M

Holdings After Transaction: Common Stock, par value $.10 — 548,947 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, 221,029 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)
	Co-President, CFO & COO

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		50,427(1)	D	$22.54	548,947(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, 221,029 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 insider transaction did Franklin Resources (BEN) disclose in this Form 4?

The company disclosed that its Co-President, CFO & COO had 50,427 shares of Franklin Resources common stock withheld on 12/01/2025 to satisfy tax obligations related to vesting equity.

What was the price per share for the Franklin Resources (BEN) insider tax withholding?

The insider shares were withheld at a price of $22.54 per share in connection with payment of tax liability on vested equity.

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

After the transaction, the executive beneficially owned 548,947 shares of Franklin Resources common stock in total.

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

Out of the total beneficial ownership, 221,029 shares represent unvested restricted stock units for the executive.

What does transaction code "F" mean in this Franklin Resources (BEN) Form 4?

The filing explains that the transaction reflects payment of tax liability by withholding securities at the time a vested equity award was settled, which corresponds to code "F."

What is the reporting person’s role at Franklin Resources (BEN)?

The reporting person is an officer of Franklin Resources, serving as Co-President, CFO & COO.