FRANKLIN RESOURCES INC — Director's Dealing 2024

Nov 7, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2024-11-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-11-05	Common Stock, par value $.10	A	263724	$20.95	Acquired	2612253.327	Direct
2024-11-05	Common Stock, par value $.10	A	61171	—	Acquired	2673424.327	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	2518.5434	Indirect
Common Stock, par value $.10	2637700	Indirect
Common Stock, par value $.10	560259	Indirect
Common Stock, par value $.10	216900	Indirect
Common Stock, par value $.10	0	Indirect

Footnotes

F1: During prior three years, 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 5, 2024, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2024 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 1, 2024.

F2: Not applicable.

F3: Of the amount of securities beneficially owned, 586,381 shares represent unvested restricted stock unit awards (which excludes the unvested restricted stock units scheduled to vest on December 1, 2024 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 October 11, 2024.

F5: Business limited partnership under control of Reporting Person.

F6: Shares held by Reporting Person's children or by Reporting Person as trustee for her children. Reporting Person disclaims beneficial ownership of such shares.

F7: Limited partnership for the benefit 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.

F8: Business trust for the benefit of Reporting Person and Reporting Person's children.