FRANKLIN RESOURCES INC — Director's Dealing 2023

Nov 7, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2023-11-02

Reporting Person: JOHNSON JENNIFER M (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-11-02	Common Stock, par value $.10	A	314493	$23.53	Acquired	2501859.4834	Direct
2023-11-02	Common Stock, par value $.10	A	100246	—	Acquired	2602105.4834	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	2362.4792	Indirect
Common Stock, par value $.10	2625000	Indirect
Common Stock, par value $.10	451564	Indirect
Common Stock, par value $.10	198000	Indirect

Footnotes

F1: On November 5, 2020, November 8, 2021 and November 3, 2022, the Reporting Person was granted certain restricted stock units subject to vesting over a three-year period based upon satisfaction of certain performance criteria. On November 2, 2023, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2023 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 1, 2023.

F2: Not applicable.

F3: Of the amount of securities beneficially owned, 613,696 shares represent unvested stock unit awards (which excludes the unvested restricted stock units scheduled to vest on December 1, 2023 as reported in Footnote 1).

F4: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of September 30, 2023.

F5: Includes 15,000 shares as previously held by business trust.

F6: Business limited partnership under control of Reporting Person.

F7: Shares held by Reporting Person's children or by Reporting Person as trustee for her children. Reporting Person disclaims beneficial ownership of such shares.

F8: Limited partnership under control 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.