8-K

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): September 8, 2025

FRANKLIN RESOURCES, INC.

(Exact name of registrant as specified in its charter)

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:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On July 16, 2025, Daniel Gamba was appointed Co-President and Chief Commercial Officer of Franklin Resources, Inc. (the “Company”), effective as of October 15, 2025. As Chief Commercial Officer, Mr. Gamba will oversee the Company’s global sales, marketing and product strategy. Mr. Gamba, 57 years of age, was Executive Vice President of Northern Trust Corporation and the President of Northern Trust Asset Management from April 2023 until September 2025. Prior to that, Mr. Gamba spent over two decades at Blackrock, Inc., where, among other roles, he served as Co-Head of Fundamental Equities from 2020 to February 2023, as Global Head of Active Equity Product Strategy from 2016 to 2020, and as Head of Americas Institutional iShares Business and Co-Head iShares U.S. from 2011 to 2016.

For fiscal year 2026, Mr. Gamba will receive compensation including (i) an annual base salary of $700,000, (ii) a minimum annual bonus of $5.5 million, (iii) an annual performance-based restricted stock grant valued at $1.6 million, which will vest subject to the achievement of performance hurdles (i.e., 50% tied to three-year relative total shareholder return vs. peers and 50% tied to meeting the Company’s annual adjusted operating margin targets), and (iv) an annual restricted stock grant valued at $700,000. Additionally, on a one-time basis in consideration of both annual and deferred compensation forfeited by Mr. Gamba when he left his prior employment, he will receive (i) a bonus of $3.362 million, comprised of (A) a cash bonus of $1.681 million payable within 30 days of Mr. Gamba’s start date (provided the start date is on or before October 15, 2025 and Mr. Gamba has continuous employment for twelve months following his start date) and (B) a restricted stock grant valued at $1.681 million; (ii) a restricted stock grant valued at $9.1 million in consideration of the deferred compensation forfeited by Mr. Gamba; and (iii) relocation expenses estimated at up to $200,000, and generally will be able to participate in the Company’s benefit plans. Each of Mr. Gamba’s stock grants vest equally over three years and if Mr. Gamba is terminated without cause, then all of his restricted stock awards will have immediate accelerated vesting.

Also on July 16, 2025, each of Terrence Murphy, the Company’s Head of Public Markets Investments, and Matthew Nicholls, the Company’s Chief Financial and Operating Officer, were appointed Co-President effective October 15, 2025.

While remaining the Company’s Chief Executive Officer, Jennifer M. Johnson will relinquish her title as President effective October 15, 2025.

Effective October 15, 2025, Adam Spector will resign as the Company’s Executive Vice President and Head of Global Distribution. His responsibilities as Head of Global Distribution will be included in Mr. Gamba’s role as Chief Commercial Officer. As a result, Mr. Spector will no longer be a named executive officer of the Company. Mr. Spector will continue serving the Company as the chief executive officer of the Company’s wholly-owned subsidiary, Fiduciary Trust International.

On September 8, 2025, the Company issued the attached press release announcing the appointment of Mr. Gamba as Chief Commercial Officer and the appointments of Messrs. Gamba, Murphy and Nicholls as Co-Presidents of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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

Exhibit Index

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.

4

exhibit991pressreleaseof

1 Contact: Franklin Resources, Inc. Investor Relations: Selene Oh (650) 312-4091, selene.oh@franklintempleton.com Media Relations: Jeaneen Terrio (332) 284-9634, jeaneen.terrio@franklintempleton.com investors.franklinresources.com For Immediate Release Franklin Templeton Names Daniel Gamba Chief Commercial Officer Appoints Daniel Gamba, Terrence Murphy and Matthew Nicholls as Co-Presidents San Mateo, CA, September 8, 2025 - Franklin Resources, Inc. (Franklin Templeton; NYSE: BEN) today announced the appointment of Daniel Gamba as Chief Commercial Officer, overseeing global sales, marketing and product strategy, effective October 15, 2025. Gamba will report to Jenny Johnson, Chief Executive Officer of Franklin Templeton, and join the company’s Executive Committee. He will be based in New York City. In addition, the company announced that Gamba, Terrence Murphy, Head of Public Market Investments, and Matthew Nicholls, Chief Financial and Operating Officer, will become Co-Presidents, effective October 15. Together, the Co-Presidents will work in conjunction with Johnson and the Board of Directors on continuing to execute the long-term strategic plans of the company. “I’m excited Daniel has joined our firm in this pivotal role at a time when we are seeing growth across our business,” said Johnson. “Daniel is a widely respected industry leader and brings extensive experience, which includes work across various geographies and asset classes, including public and private markets. Throughout his more than 25 years in the asset management business, he has become a trusted partner to clients in all segments across our industry. Daniel’s expertise aligns perfectly with our mission, culture and future ahead, and I’m confident that under his leadership, we will further strengthen sales, marketing, product development and customer experience to deliver the best possible investment outcomes for our clients.” Over the past several years, Franklin Templeton has accelerated its efforts to provide diverse investment capabilities across a broad range of clients around the world. Through both organic growth and targeted acquisitions, the company has continued its successful evolution to benefit clients and meet their changing needs in pursuit of financial goals. These capabilities have included alternative assets, ETFs, customization through Canvas and additional capabilities in the retirement and insurance sectors. Franklin Templeton’s regionally focused sales model, which consists of over 1,500 professionals, is driven by a consultative, investment-led mindset, and has contributed greatly to this growth. “This is the right time for me to join Franklin Templeton and support its journey in becoming the world’s leading asset manager to help clients navigate current and future investment needs,” said Gamba. “The firm has built one of the most diverse and innovative offerings in the industry and is making very exciting progress around the world, including recent developments in key segments in both public and private markets, and digital assets. I’m looking forward to working with Jenny, Matthew and Terrence and the rest of the leadership team to support the acceleration of that progress.” Gamba succeeds Adam Spector who is the new CEO of Fiduciary Trust International. Gamba joins Franklin Templeton from Northern Trust, where he served as President of its $1.3 trillion asset management business, successfully leading a turnaround that created organic growth, improved margins and accelerated innovation across public and private markets. He was responsible for investment performance, talent development, business strategy, products, clients and operations. Before that, Gamba spent more than two decades at BlackRock where he led investments and research, distribution and product teams. Originally from Peru, he completed a bachelor’s degree in industrial engineering from Catholic University in Peru and an MBA in finance and economics from Northwestern University’s Kellogg School of Management where he is a member of Kellogg’s Global Advisory Board. Gamba is a CFA® charter holder and past Chair of the Board of Governors of the CFA Institute.

2 About Franklin Templeton Franklin Resources, Inc. [NYSE:BEN] is a global investment management organization with subsidiaries operating as Franklin Templeton and serving clients in over 150 countries. Franklin Templeton’s mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment managers, the company offers specialization on a global scale, bringing extensive capabilities in equity, fixed income, alternatives and multi-asset solutions. With more than 1,500 investment professionals, and offices in major financial markets around the world, the company has over 75 years of investment experience and $1.64 trillion in assets under management as of August 31, 2025. For more information, please visit franklintempleton.com and follow us on LinkedIn, X and Facebook. Forward-Looking Statements The statements contained herein may include prospects, statements of future expectations and other forward-looking statements that are based on management's current views and assumptions and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those expressed or implied in such forward-looking statements. Any forward-looking statements herein are made only as of the date of this press release, and the company assumes no obligation to update any information or forward-looking statement contained herein, except as required to be disclosed by law. # # #