Company Update

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):  December 12, 2023 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 8.01 Other Events. On December 12, 2023, the Board of Directors (the “Board of Directors”) of Franklin Resources, Inc. (the “Company”) authorized the Company to repurchase, from time to time, up to an additional 27.2 million shares of its common stock in either open market or private transactions, for a total of up to 40.0 million shares available for repurchase. The new share authorization is in addition to the existing authorization, of which approximately 12.8 million shares remained available for repurchase at November 30, 2023. The size and timing of these purchases will depend on price, market and business conditions and other factors. The stock repurchase program is not subject to an expiration date. Shares repurchased under the stock repurchase program are retired. A copy of the press release announcing the addition to the stock repurchase program is attached as Exhibit 99.1. 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 99.1  Press Release dated December 12, 2023 issued by Franklin Resources, Inc. 104  Cover Page Interactive Data File (embedded within the Inline XBRL document) - 2 - 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: December 13, 2023 By: /s/ Beth McAuley O’Malley Name: Beth McAuley O’Malley Title: Assistant Secretary - 3 -