UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April 28~~June 4, 2026

FRANKLIN RESOURCES, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-09318	13-2670991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Franklin Parkway, San Mateo, CA 94403

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 312-2000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	BEN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

OnAs ~~April 28~~previously disclosed, ~~2026~~Western Asset Management Company, LLC (“Western Asset”), a wholly-owned subsidiary of Franklin Resources, Inc., received notifications of investigation by the U.S. Department of Justice (the “~~Company~~DOJ”) ~~issued~~and athe ~~press~~U.S. ~~release~~Securities ~~announcing~~and Exchange Commission (the ~~financial~~“SEC”) ~~results~~regarding ~~for~~alleged ~~the~~violations ~~Company’s~~of ~~second~~certain ~~fiscal~~laws ~~quarter~~related ~~ended~~to ~~March 31~~trade allocations by Ken Leech, ~~2026.~~the Aformer ~~copy~~co-Chief Investment Officer of ~~the~~Western ~~press~~Asset. ~~release~~The DOJ has notified Western Asset that it is ~~attached~~no ~~hereto~~longer asa ~~Exhibit 99.1~~subject of its investigation and ~~incorporated~~will ~~herein~~take byno ~~reference~~further action.

~~Item~~On 7June 4, 2026, Western Asset reached a settlement with the SEC, resolving the SEC’s investigation in its entirety (the “Settlement”).~~01 Regulation~~ FDUnder ~~Disclosure~~the terms of the Settlement, Western Asset, without admitting any wrongdoing, has agreed to pay a civil penalty of $100 million to be paid into a Fair Fund for the benefit of investors for the conduct set forth in the Settlement.

~~The~~Western ~~Company~~Asset ~~also~~agreed ~~posted~~to the Settlement as a ~~second~~business ~~quarter~~decision ~~earnings~~that ~~commentary~~it onbelieves ~~its~~avoids ~~internet~~the ~~website,~~distraction ~~available~~of ~~via~~prolonged ~~investors~~litigation and allows Western Asset to put this matter behind it and focus fully on its clients.~~franklinresources.com.~~

~~The~~These ~~contents~~outcomes ofend the ~~Company’s~~investigations ~~website~~of ~~referenced~~Western ~~herein~~Asset ~~and~~by in the ~~exhibit~~DOJ ~~are~~and ~~not~~the ~~incorporated into this Current Report on Form 8-K~~SEC.

~~The information in these Items~~ 2.02 and 7.01, including the exhibits hereto, (x) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and (y) shall not be incorporated by reference into any filing of the Company with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filings (unless the Company specifically states that the information or exhibits in this particular report with respect to Item 2.02 or Item 7.01, as the case may be, are incorporated by reference).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed on the Exhibit Index are incorporated herein by reference.

Exhibit Index

Exhibit No.						Description
Exhibit						Description
99.1						Press Release dated April 28, 2026 issued by Franklin Resources, Inc. Announces Second Quarter Results
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FRANKLIN RESOURCES, INC.
Date:	April 28, 2026	/s/ Matthew Nicholls
		Matthew Nicholls
		Co-President, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)
Date:	April 28, 2026	/s/ Lindsey H. Oshita
		Lindsey H. Oshita
		Chief Accounting Officer (Principal Accounting Officer)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		FRANKLIN RESOURCES, INC.


Date:	June 5, 2026	/s/ Thomas C. Merchant
		Thomas C. Merchant
		Executive Vice President and General Counsel

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