FRANKLIN RESOURCES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

FRANKLIN RESOURCES, INC

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Letter from Our Chairman and CEO

DEAR FELLOW SHAREHOLDERS,

The 2025 Annual Meeting of Stockholders of Franklin Resources, Inc. will be held virtually, and we cordially invite you to participate on February 4, 2025, at 11:00 a.m. Eastern Time. Instructions for accessing the virtual meeting platform online are included in the Proxy Statement for this meeting.

In recent years, we have evolved and intentionally diversified our business by adding a wide range of capabilities to help clients achieve their investment goals through a variety of market conditions and cycles. Our clients view us as a trusted partner with the ability to fulfill their comprehensive investment needs across public and private markets in investment vehicles of their choice.

As we reflect on our fiscal year, global markets rallied significantly, despite ongoing geopolitical complexity and uncertainty. Against this backdrop, we reached record assets under management (AUM) of $1.68 trillion as of September 30, 2024, and saw a 25% increase from the prior year in long-term gross inflows to $319 billion. While long-term net outflows were $32.6 billion (including $20.7 billion of reinvested distributions), excluding Western Asset, long-term net inflows were $16 billion compared to net outflows of $5.2 billion in the prior year.

Strong momentum in our key focus areas reflect areas of long-term client demand.

The acquisition of Putnam Investments has exceeded our expectations to date. Since closing on January 1, 2024, Putnam’s AUM has grown 21% to $180 billion as of September 30, 2024. Franklin Templeton has generated positive net flows of approximately $11 billion in Putnam strategies. We have also exceeded our annual run-rate cost savings target of $150 million from the transaction.

While continuing to invest in long-term growth initiatives, we further strengthened the foundation of our business through disciplined expense management and operational efficiencies. Our balance sheet gives us the financial flexibility to continue to grow our business. This year, we returned $946 million to shareholders through dividends and share repurchases, funded acquisitions, and paid down a $250 million senior note in July.

We encourage you to review the accompanying Proxy Statement and to vote your shares before our annual meeting on February 4, 2025. On behalf of the Board and management team, thank you for your continued support and commitment to our firm.

Notice of Annual Meeting of Stockholders

VOTING ITEMS

Stockholders will also transact such other business that may properly be raised at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

We are primarily furnishing proxy materials to our stockholders on the Internet rather than mailing paper copies of the materials to each stockholder. As a result, some stockholders will receive a Notice of Internet Availability of Proxy Materials and others will receive paper copies of the Proxy Statement and our Annual Report. The Notice of Internet Availability of Proxy Materials contains instructions on how to access the Proxy Statement and the Annual Report over the Internet, instructions on how to vote your shares, and instructions on how to request a paper copy of our proxy materials, if you so desire. Electronic delivery is designed to expedite the receipt of materials, significantly lower costs and help to conserve natural resources.

Whether you received the Notice of Internet Availability of Proxy Materials or paper copies of our proxy materials, the Proxy Statement, the proxy card, the Annual Report, and any amendments to the foregoing materials that are required to be furnished to stockholders are available for you to review online atwww.proxyvote.com.

Your vote is very important. Even if you think that you will attend the Annual Meeting, we ask you to please cast your vote in advance. You may vote your shares via the Internet, by telephone, by mail or, except for certain stockholders described on page 3, via the virtual meeting website during the Annual Meeting.

Attendance at the Annual Meeting will be limited to stockholders as of the record date. The Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/BEN2025, where you will be able to listen to the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at 7:45 a.m. Pacific Time. Please note that you will only be able to attend the meeting by means of remote communication.

By order of the Board of Directors,

Stephen J. Tate

Secretary

San Mateo, California

Your vote is important. Please vote via the Internet, by telephone, by mail or via the virtual meeting website during the Annual Meeting.

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