1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: During the fiscal quarter ended March 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of Franklin adopted or terminated a “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement ” as each term is defined in Item 408 of Regulation S-K.
−Removed: Entry into Amended and Restated Revolving Credit Agreement
−Removed: On April 30, 2025 (the “Closing Date”), the Company entered into an amended and restated revolving credit agreement (the “Amended and Restated Credit Agreement”), by and among the Company, as borrower, the financial institutions from time to time party thereto, as lenders, and Bank of America, N.A.
−Removed: (“Bank of America”), as administrative agent.
−Removed: Capitalized terms used and not defined herein have the meaning given to them in the Amended and Restated Credit Agreement.
−Removed: The Amended and Restated Credit Agreement provides for a five-year revolving credit facility with $1.1 billion of aggregate commitments.
−Removed: Amounts outstanding under the Amended and Restated Credit Agreement bear interest at an annual rate equal to, at the option of the Company, either (i) a base rate (the “Base Rate”) equal to the highest of (a) the federal funds rate plus 0.5%, (b) the prime rate of Bank of America, (c) Term SOFR for a 1-month interest period plus 1.00%, and (d) 1.00%;
−Removed: (ii) the Secured Overnight Funding Rate published on such date on the Federal Reserve Bank of New York’s website (or any successor source) (“Daily Simple SOFR”) or (iii) Term SOFR (provided that Term SOFR shall not be less than 0.00%), plus an applicable margin (“Applicable Rate”) that ranges from (x) in the case of loans bearing interest by reference to the Base Rate, 0.00% to 0.25% and
−Removed: (y) in the case of loans bearing interest by reference to Daily Simple SOFR or Term SOFR, 0.625% to 1.25%, in each case based on the Company’s Debt Rating.
−Removed: The Company is also required to pay an annual Commitment Fee ranging from 0.06% to 0.125%, based on the Company’s Debt Rating, on the average unused amount of the revolving credit facility payable quarterly.
−Removed: At any time, subject to timely prior written notice, the Company may (i) terminate the commitments under the Revolving Credit Facility in full or in part, and/or (ii) prepay any loans outstanding under the Revolving Credit Facility in full or in part, without premium or penalty.
−Removed: The Amended and Restated Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the Company’s subsidiaries to incur additional indebtedness and limit the ability of the Company and its subsidiaries to create liens, merge or dissolve, dispose of assets and change the nature of their respective business, subject to customary exceptions, thresholds, qualifications and “baskets.” In addition, the Amended and Restated Credit Agreement contains a financial performance covenant, requiring that, subject to certain adjustments related to qualified acquisitions, the Company maintains a consolidated net leverage ratio, measured as of the last day of each fiscal quarter, of no greater than 3.25 to 1.00.
−Removed: The repayment obligation under the Amended and Restated Credit Agreement may be accelerated (and commitments under the Revolving Credit Facility terminated) upon the occurrence of an event of default thereunder, including, among other things, failure to pay principal or interest on a timely basis, material inaccuracy of any representation or warranty, failure to comply with covenants, cross-default, change of control, certain insolvency or bankruptcy-related events and material judgments, subject, in each case, to any applicable grace and/or cure periods.
−Removed: Any borrowings under the Amended and Restated Credit Agreement may be used for general corporate purposes.
−Removed: The Amended and Restated Credit Agreement replaces the $800.0 million revolving credit agreement (the “Original Credit Agreement”) with Bank of America, N.A.
−Removed: and the other lenders party thereto.
−Removed: Bank of America, N.A.
−Removed: and the other lenders party to the Original Credit Agreement are parties to the Amended and Restated Credit Agreement.
−Removed: As of the Closing Date, there were $300.0 million of borrowings outstanding under the Original Credit Agreement, which remain outstanding under the Amended and Restated Credit Agreement.
+Added: During the fiscal quarter ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of Franklin adopted or terminated a “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement ” as each term is defined in Item 408 of Regulation S-K.
The exhibits listed on the Exhibit Index to this Form 10-Q are incorporated herein by reference.
6 unchanged sentences
3.5 Certificate of Amendment of Certificate of Incorporation of Registrant, as filed February 4, 2005, incorporated by reference to Exhibit (3)(i)(e) to our Quarterly Report on Form 10-Q for the period ended December 31, 2004 (File No.
−Removed: 3.6 Amended and Restated Bylaws of Registrant (as adopted and effective June 29, 2021), incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on July 1, 2021 (File No.
−Removed: A mended a nd Restated Cre dit Agreement, dated as of Ap ril 30 , 2025, by and among Franklin Resources, Inc., as borrower , the financial institutions from time to time party thereto, as lenders, and Bank of America, N.A., as administrative agent (filed herewith)
+Added: 3.6 Amended and Restated Bylaws of Registrant (as adopted and effective July 8, 2025 ), incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on July 9, 2025 (File No.
+Added: Amended and Restated Credit Agreement, dated as of April 30, 2025, by and among Franklin Resources, Inc., as borrower, the financial institutions from time to time party thereto, as lenders, and Bank of America, N.A., as administrative agent , incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended March 31, 2025 (File No.
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
4 unchanged sentences
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
−Removed: 101 The following materials from Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL), include:
+Added: 101 The following materials from Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL), include:
(i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related notes (filed herewith)
2 unchanged sentences
FRANKLIN RESOURCES, INC.
−Removed: May 2, 2025 By:
+Added: August 1, 2025 By:
/s/ Matthew Nicholls
1 unchanged sentence
Executive Vice President, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)
−Removed: May 2, 2025 By:
+Added: August 1, 2025 By:
/s/ Lindsey H.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.