Waugh Seth H. 4

What Happened
Seth H. Waugh, a director of Franklin Resources, Inc. (BEN), was credited with 7,592.593 shares (derivative award) on 2026-02-03 at a notional price of $27.00 per share, a total value of $205,000. The Form 4 reports this as an acquisition (code A) tied to the company’s director deferred compensation arrangements rather than an open-market purchase of common stock.

Key Details

• Transaction date and terms: 2026-02-03; 7,592.593 shares @ $27.00; total value $205,000. Filed on 2026-02-04 (next business day).
• Type: Derivative award under the 2006 Director Deferred Compensation Plan (not an immediate cash/stock sale or open-market buy).
• Shares owned after transaction: Not disclosed in this filing.
• Footnotes: F3 clarifies this is a hypothetical investment account calculation of deferred director fees based on Franklin Resources stock performance (including reinvested dividends), payable in one payment after the director’s separation from service; the reporting person may reallocate the account into non-stock-based alternatives. F2 notes assumptions about exercisability/expiration tied to separation timing. F1 not applicable.
• Timeliness: Filing appears timely (filed the day after the reported transaction).

Context
This is a compensation-related, derivative credit tied to a deferred compensation plan; it reflects how director fees are converted into a notional Franklin Resources stock account and does not necessarily represent a personal buy/sell decision or immediate change in tradable share ownership. Such awards are routine for directors and are less informative about short-term insider sentiment than open-market purchases or sales.