Franklin Resources Reports Material Definitive Agreement

Ticker: BEN · Form: 8-K · Filed: Dec 17, 2025 · CIK: 38777

Sentiment: neutral

Topics: material-definitive-agreement, financial-obligation

TL;DR

Franklin Resources inked a new material definitive agreement, likely a big financial move.

AI Summary

On December 11, 2025, Franklin Resources, Inc. entered into a material definitive agreement related to a direct financial obligation. The filing indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. Further details on the specific agreement and its financial implications are expected to be disclosed.

Why It Matters

This filing signals a significant new financial commitment or obligation for Franklin Resources, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The creation of a new material definitive agreement and financial obligation introduces potential financial risks and uncertainties for the company.

Key Players & Entities

FAQ

What type of material definitive agreement did Franklin Resources, Inc. enter into?

The filing states that Franklin Resources, Inc. entered into a material definitive agreement on December 11, 2025, which also involves the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement.

What is the date of the earliest event reported in this 8-K filing?

The date of the earliest event reported is December 11, 2025.

In which state was Franklin Resources, Inc. incorporated?

Franklin Resources, Inc. was incorporated in Delaware.

What is the Commission File Number for Franklin Resources, Inc.?

The Commission File Number for Franklin Resources, Inc. is 001-09318.

What is the address of Franklin Resources, Inc.'s principal executive offices?

The address of Franklin Resources, Inc.'s principal executive offices is One Franklin Parkway, San Mateo, CA 94403.

Filing Stats: 853 words · 3 min read · ~3 pages · Grade level 10.3 · Accepted 2025-12-17 16:53:06

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Joinder and Commitment Increase Agreement On December 11, 2025, Franklin Resources, Inc., a Delaware corporation (the "Company"), entered into a Joinder and Commitment Increase Agreement (the "Joinder Agreement"), by and among the Company, as borrower, Mizuho Bank, Ltd., Royal Bank of Canada, The Bank of New York Mellon, each of the other Lenders party thereto and Bank of America, N.A., as administrative agent, which amends the Amended and Restated Credit Agreement (the "Credit Agreement"), dated as of April 30, 2025, by and among the Company, as borrower, the financial institutions from time to time party thereto, as lenders, and Bank of America, N.A., as administrative agent. The Credit Agreement provides for a senior unsecured revolving credit facility with $1,100,000,000 of aggregate commitments with the option to increase the aggregate commitments by a maximum of $400,000,000. Pursuant to the Joinder Agreement, the Company has increased the aggregate commitments by $400,000,000 such that the total aggregate commitments under the Credit Agreement are $1,500,000,000. The foregoing description of the Joinder Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Joinder Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, incorporated by reference herein.

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On December 17, 2025, the Board of Directors of the Company authorized the Company to repurchase, from time to time, up to an additional 20.8 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 19.2 million shares remained available for repurchase at November 30, 2025. 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 increase of authorized shares under the stock repurchase program, as well as an increase to the Company's dividend, is attached as Exhibit 99.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The exhibits listed on the Exhibit Index are incorporated herein by reference. 2 Exhibit Index Exhibit No. Description 10.1 J oinder and Commitment Increase Agreement, dated as of December 11, 2025, by and among Franklin Re sources, Inc., as borrower, Mizuho Bank, Ltd., Royal Bank of Canada and The Bank of New York Mellon, each of the other Lenders party thereto and Bank of America, N.A., as administrative agent. 99.1 Press Release dated December 17, 2025 issued by Franklin Resources, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 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. FRANKLIN RESOURCES, INC. Date: December 17, 2025 /s/ Thomas C. Merchant Thomas C. Merchant Executive Vice President and General Counsel 4

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