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There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s fiscal quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: On January 1, 2024, Franklin Resources, Inc.
−Removed: completed the acquisition of Putnam Investments (“Putnam”).
−Removed: Consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting for one year following the acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to Putnam.
−Removed: Putnam represents approximately 8% of the Company’s consolidated total operating revenues for the fiscal year ended September 30, 2024.
−Removed: Putnam assets, excluding associated goodwill and intangible assets, represent approximately 4% of the Company’s consolidated total assets, as of September 30, 2024.
−Removed: The recognition of goodwill and intangible assets is covered by our internal controls over business combinations, which were included in management's assessment of the effectiveness of the Company's internal control over financial reporting as of September 30, 2024.
Management’s Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are set forth in Item 8 of Part II of this Annual Report on Form 10‑K, which is incorporated herein by reference.
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The information required by this Item 11 is incorporated by reference from the information to be provided under the sections of our 2026 Proxy Statement titled “Director Fees,” “Compensation Discussion and Analysis” and “Executive Compensation.”
−Removed: For the quarter ended March 31, 2024, Franklin revised the comparative prior period amounts included in the consolidated statements of income, consolidated statements of stockholders’ equity, consolidated statements of cash flows, and related footnote disclosures.
−Removed: Franklin determined this did not result in a material misstatement to its previously issued consolidated financial statements, and that there was no impact on operating income, net income attributable to Franklin, earnings per share, total assets, total liabilities, retained earnings, total shareholders’ equity, or the financial results attributable to Franklin’s shareholders.
−Removed: Franklin concluded that there was no erroneously awarded executive compensation requiring recovery under Franklin’s Executive Compensation Clawback Policy because the revised prior period amounts did not impact any metric used in determining executive compensation.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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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.
+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: 4.1 Description of Registrant’s Securities, incorporated by reference to Exhibit 4.16 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (File No.
4.2 Indenture, dated as of May 19, 1994, between Registrant and The Bank of New York Mellon Trust Company, N.A.
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4.4 Second Supplemental Indenture, dated May 20, 2010, between Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8‑K filed on May 20, 2010 (File No.
−Removed: 4.4 Fourth Supplemental Indenture, dated March 30, 2015 (inclusive of the form of note of Registrant’s 2.850% Notes due 2025), between Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8‑K filed on March 30, 2015 (File No.
4.5 Indenture, dated as of October 6, 2020, between Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-3ASR filed on October 6, 2020 (File No.
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4.12 Officer’s Certificate, dated August 12, 2021 (inclusive of the form of additional note of Registrant’s 1.600% Notes due 2030 and form of note of Registrant’s 2.950% Notes due 2051), incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on August 12, 2021 (File No.
−Removed: 4.13 Description of Registrant’s Securities, incorporated by reference to Exhibit 4.16 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (File No.
−Removed: 10.1 Credit Agreement, dated as of July 25, 2023, between Registrant, 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 Current Report on Form 8-K filed on July 28, 2023 (File No.
−Removed: 10.2 Non-Employee Director Compensation as of October 21 , 202 4 (filed her e with)*
+Added: 10.1 Amended and Restated Credit Agreement, dated as of April 30, 2025, between Registrant, 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.
+Added: 10.2 Non-Employee Director Compensation as of October 21, 2024, incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (File No.
10.3 Representative Form of Amended and Restated Indemnification Agreement with directors of Registrant, incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the period ended March 31, 2006 (File No.
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10.8 Amended and Restated 2017 Equity Incentive Plan, incorporated by reference to Exhibit 99.1 to our Registration Statement on Form S-8 filed on October 6, 2020 (File No.
−Removed: 10.9 2023 Restricted Fund Unit Plan (effective October 18, 2023) , incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No.
+Added: 10.9 2023 Restricted Fund Unit Plan (as amended and restated effective September 10 , 2025) (filed herewith) *
10.10 Amended and Restated Deferred Compensation Fund Plan (as amended and restated effective August 15, 2023), incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No.
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10.12 ClearBridge Investments, LLC Deferred Incentive Plan (as amended and restated effective February 10, 2023), incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No.
−Removed: 10.13 Representative Form of Restrictive Covenants to Award Agreement for certain awards to executive officers of Registrant (filed herewith)*
−Removed: 10.14 Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain time-based awards to executive officers of Registrant, incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (File No.
−Removed: 10.15 Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain performance-based awards to executive officers of Registrant, incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (File No.
+Added: 10.13 Representative Form of Restrictive Covenants to Award Agreement for certain equity awards to executive officers of Registrant (filed herewith)*
+Added: 10.14 Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain time-based awards to executive officers of Registrant (filed herewith) *
+Added: 10.15 Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain performance-based awards to executive officers of Registrant (filed herewith) *
10.16 Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain time-based awards to executive officers of Registrant, incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No.
10.17 Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain performance-based awards to executive officers of Registrant, incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No.
−Removed: 10.18 Code of Ethics and Business Conduct dated as of October 21, 2024 (filed herewith)
−Removed: 10.19 Trading Blackout Policy dated as of December 11, 2012 (filed herewith)
+Added: 10.18 Code of Ethics and Business Conduct dated as of October 21, 2024, incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (File No.
+Added: 10.19 Trading Blackout Policy dated as of December 11, 2012, incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (File No.
21 List of Subsidiaries (filed herewith)
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/s/ Matthew Nicholls
−Removed: Matthew Nicholls, Executive Vice President, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)
+Added: Matthew Nicholls, Co-President, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)
November 10, 2025 By:
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/s/ Jennifer M.
−Removed: Johnson, President, Chief Executive Officer and Director
+Added: Johnson, Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ Matthew Nicholls
−Removed: Matthew Nicholls, Executive Vice President, Chief Financial Officer and Chief Operating Officer
−Removed: (Principal Financial Officer)
+Added: Matthew Nicholls, Co-President, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)
November 10, 2025 By:
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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.