AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat31
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 1/4 · Specialist performance and segment inflows support a franchise, but management's diversification claim does not establish protected economics. Easy termination and stronger distribution competitors leave structural protection weak.
durability · 1/4 · Long-horizon fixed-income performance and consecutive ETF and Canvas inflows are positive, but aggregate performance is mixed and substantial realized outflows show that these strengths do not protect the whole business.
customer dependency · 1/4 · Institutional mandates and repeat segment demand indicate commercial relevance, assessed indirectly from fundings and net flows. Short-notice termination and aggregate outflows demonstrate limited customer dependence.
erosion resilience · 2/4 · Growing vehicles and fiscal 2026 operating recovery show adaptation. Fiscal 2025 outflows and earlier profit deterioration show substantial erosion, while industry fee pressure remains a prospective threat. Resilience is mixed rather than absent.
Pricing power38
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Nine-month investment management fees increased from $5,113.7 million to $5,533.4 million while average AUM increased from $1,596.4 billion to $1,714.5 billion. Aggregate fee realization was approximately stable to slightly better. This supports mixed observed pricing economics, but mix and performance fees prevent attribution to discretionary price increases.
retention · 1/4 · Fiscal 2025 long-term net outflows of $97.4 billion indicate weak aggregate demand retention despite positive flows outside Western Asset Management and sustained ETF and Canvas inflows. This assessment uses indirect operating evidence, not a fabricated customer retention rate.
margin resilience · 2/4 · Adjusted operating margin fell from 29.9% in fiscal 2023 to 24.5% in fiscal 2025, then improved to 26.7% for the first nine months of fiscal 2026 versus 23.9% a year earlier. GAAP profitability also recovered, with lower amortization contributing. The recovery demonstrates mixed resilience, not a moat inferred from margin levels.
contractual freedom · 1/4 · Fees depend on assets, services and market conditions. Annual fund-board approval and termination with little or no penalty constrain the ability to impose durable pricing terms. Explicit unilateral repricing rights are not supplied.
Predictability85
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 5.01
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 4.68
Financial strength—
Missing required inputs: netDebtEbitGrade, currentRatioGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 77.27
- interestCoverageGrade
- 48.78
- Debt / FCF (x)
- 2.59
- Interest coverage (x)
- 6.37
Capital allocation—
Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- 1.89
- 3-year average SBC / revenue (%)
- 2.56
- cashConversionGrade
- 100.00
Management50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Actual debt repayment, capital returns and revenue-contingent acquisition commitments show financial discipline in some decisions. Repeated intangible impairments, substantial repurchases and continuing acquisition spending leave capital-allocation outcomes mixed. Returns on individual acquisitions and full cash-flow coverage are unavailable.
incentive alignment · 2/4 · The existing program links annual incentives to investment, financial and strategic objectives and includes long-term performance vesting. Actual stock awards and vesting, ownership guidelines, hedging restrictions and mandatory clawbacks support alignment. Detailed executive holdings and realized incentive outcomes are missing, while company-wide awards are predominantly time-based.
execution · 2/4 · Consecutive ETF and Canvas inflows and fiscal 2026 operating improvement demonstrate execution in selected businesses. Large fiscal 2025 aggregate outflows, mixed investment performance, impairments and the regulatory settlement charge counter a strong company-wide assessment. Operating results are indirect evidence of management contribution rather than proof of causation.
governance · 2/4 · Eight independent directors out of eleven, independent committees, annual elections, shareholder rights and a mandatory clawback policy are concrete governance strengths. The $100 million regulatory settlement charge is a realized counterweight, although the passages do not establish its cause or board responsibility. Governance effectiveness is therefore mixed.
Evidence
We believe, despite market risks, that we have a competitive advantage as a result of the economic and geographic diversity of our products available to our clients.
Business: management's claimed diversification advantage · Filed 10/11/2025
Peer Group Comparison(1) % of Mutual Fund AUM in Top Two Peer Group Quartiles Benchmark Comparison(2) % of Strategy Composite AUM Exceeding Benchmark As of September 30, 2025 1-Year 3-Year 5-Year 10-Year 1-Year 3-Year 5-Year 10-Year Fixed Income 53% 71% 71% 64% 68% 76% 83% 92% Equity 60% 62% 49% 58% 37% 41% 34% 44% Total AUM(3) 51% 57% 62% 54% 53% 55% 52% 62% (1) Mutual fund performance is sourced from Morningstar and measures the percentage of ranked fund AUM in the top two quartiles of their peer groups.
Fiscal 2025 investment performance: peer and benchmark comparison · Filed 22/12/2025
- Grew ETF AUM by 56% to $49.1 billion from the prior year, and achieved positive net flows for 16 consecutive quarters.
Strategic initiatives: ETF growth and consecutive positive net flows · Filed 22/12/2025
- Increased Canvas AUM by 71% year-over-year to $16.3 billion with positive net inflows in every quarter since its acquisition in 2021.
Strategic initiatives: Canvas growth and quarterly positive inflows · Filed 22/12/2025
The Company strengthened global institutional partnerships, expanding Franklin Templeton’s role as a trusted strategic advisor, including $15.7 billion in new insurance sub-advisory fundings and multi-billion-dollar relationships across all regions, including the appointment as Trustee and Manager of the $1.68 billion National Investment Fund of the Republic of Uzbekistan.
Strategic initiatives: institutional partnerships and new fundings · Filed 22/12/2025
Long-term net outflows were $97.4 billion and reinvested distributions were $30.4 billion.
Fiscal 2025 financial metrics: long-term net outflows · Filed 22/12/2025
• Excluding Western Asset Management, long-term net inflows were $44.5 billion, with eight consecutive quarters of positive net flows.
Fiscal 2025 distribution results: flows excluding Western Asset Management · Filed 22/12/2025
The investment management industry is facing transformative pressures and trends from a variety of different sources including increased fee pressure; a continued shift away from actively managed core equities and fixed income strategies towards alternative, passive and smart beta strategies; increased demands from clients and distributors for client engagement and services; a trend towards institutions developing fewer relationships and partners and reducing the number of investment managers they work with; increased regulatory activity and scrutiny of many aspects of the investment management industry, including transparency/unbundling of fees, inducements, conflicts of interest, capital, liquidity, solvency, leverage, operational risk management, controls and compensation; addressing the key emerging markets in the world, such as China and India, which often have populations with different needs, preferences and horizons than the U.S.
Risk factors: industry fee pressure and changing investor preferences · Filed 10/11/2025
At the same time, consolidation in the financial services industry has created stronger competitors with greater financial resources and broader distribution channels than our own.
Competition: stronger competitors and broader distribution · Filed 10/11/2025
mutual funds, most of our investment management agreements between our subsidiaries and funds must be renewed each year, and must be approved annually by a vote of each fund’s board of directors or trustees as a whole and separately by a majority of the independent fund directors or trustees under the Investment Company Act of 1940 (the “Investment Company Act”), or by a vote of the holders of a majority of the fund’s outstanding voting securities, and such agreements generally may be terminated by either party without penalty after prior written notice.
Investment management agreements: annual approval and termination rights · Filed 10/11/2025
Our non-U.S. mutual funds, private funds, institutional and high-net-worth separate accounts, and the products for which we provide sub-advisory services, are typically subject to various termination rights and/or renewal provisions, which often provide for termination upon relatively short notice with little or no penalty.
Investment management agreements: short-notice termination with little or no penalty · Filed 10/11/2025
Our fees for providing investment management services are generally based on a percentage of AUM in the accounts that we advise, and vary based on the asset classes of the accounts, the types of services that we provide, and the market for those services.
Business: AUM-based fees and variation by service and market · Filed 10/11/2025
45 Table of Contents The calculations of adjusted operating income, adjusted operating margin, adjusted net income and adjusted diluted earnings per share are as follows: (in millions) 2025 2024 2023 for the fiscal years ended September 30, Operating income $ 604.1 $ 407.6 $ 1,102.3 Add (subtract): Elimination of operating revenues upon consolidation of investment products¹ 50.7 47.4 37.5 Acquisition-related retention 162.4 263.6 164.9 Compensation and benefits expense from gains on deferred compensation, net 23.4 50.5 20.3 Other acquisition-related expenses 41.4 97.4 50.2 Amortization of intangible assets 406.5 338.2 341.1 Impairment of intangible assets 226.6 389.2 — Special termination benefits 69.7 75.8 63.2 Compensation and benefits expense related to minority interests in certain subsidiaries 55.4 43.4 44.3 Adjusted operating income $ 1,640.2 $ 1,713.1 $ 1,823.8 Total operating revenues $ 8,770.7 $ 8,478.0 $ 7,849.4 Add (subtract): Acquisition-related pass through performance fees (109.4) (97.5) (169.7) Sales and distribution fees (1,474.7) (1,381.2) (1,203.7) Allocation of investment management fees for sales, distribution and marketing expenses (536.2) (481.9) (409.4) Elimination of operating revenues upon consolidation of investment products¹ 50.7 47.4 37.5 Adjusted operating revenues $ 6,701.1 $ 6,564.8 $ 6,104.1 Operating margin 6.9 % 4.8 % 14.0 % Adjusted operating margin 24.5 % 26.1 % 29.9 % 46 Table of Contents (in millions, except per share data) 2025 2024 2023 for the fiscal years ended September 30, Net income attributable to Franklin Resources, Inc.
Fiscal 2023–2025 operating results and non-GAAP reconciliation · Filed 10/11/2025
CONSOLIDATED STATEMENTS OF INCOME Unaudited Three Months Ended June 30, Nine Months Ended June 30, (in millions, except per share data) 2026 2025 2026 2025 Operating Revenues Investment management fees $ 1,866.2 $ 1,640.8 $ 5,533.4 $ 5,113.7 Sales and distribution fees 404.5 351.9 1,189.8 1,092.3 Shareholder servicing fees 74.3 59.9 214.2 185.3 Other 13.4 11.4 43.0 35.7 Total operating revenues 2,358.4 2,064.0 6,980.4 6,427.0 Operating Expenses Compensation and benefits 958.5 901.1 2,953.9 2,812.5 Sales, distribution and marketing 555.4 480.7 1,640.3 1,491.1 Information systems and technology 160.8 162.7 475.4 477.4 Occupancy 71.4 69.5 205.3 213.9 Amortization of intangible assets 50.7 112.2 156.4 337.3 Impairment of intangible assets 33.0 — 33.0 24.4 General, administrative and other 312.8 183.7 696.0 551.7 Total operating expenses 2,142.6 1,909.9 6,160.3 5,908.3 Operating Income 215.8 154.1 820.1 518.7 Other Income (Expenses) Investment and other income, net 131.0 23.4 267.3 128.0 Interest expense (23.5) (25.8) (63.8) (69.7) Investment and other income (losses) of consolidated investment products, net 54.8 35.9 276.2 (14.7) Expenses of consolidated investment products (7.2) (11.0) (31.4) (29.8) Other income, net 155.1 22.5 448.3 13.8 Income before taxes 370.9 176.6 1,268.4 532.5 Taxes on income 115.6 59.9 319.7 172.1 Net income 255.3 116.7 948.7 360.4 Less: net income (loss) attributable to Redeemable noncontrolling interests 18.5 20.0 82.1 (88.8) Nonredeemable noncontrolling interests 65.3 4.4 171.4 41.9 Net Income Attributable to Franklin Resources, Inc.
Unaudited income statement: three and nine months ended June 30, 2026 · Filed 31/07/2026
25 Table of Contents (in billions) Average AUM 1 Percent Change Mix of Average AUM for the nine months ended June 30, 2026 2025 2026 2025 Equity $ 711.0 $ 626.0 14 % 41 % 39 % Fixed Income 438.9 474.3 (7 %) 26 % 30 % Alternative 278.1 251.3 11 % 16 % 16 % Multi-Asset 206.3 176.9 17 % 12 % 11 % Cash Management 80.2 67.9 18 % 5 % 4 % Total $ 1,714.5 $ 1,596.4 7 % 100 % 100 % _______________ 1Average AUM is calculated as the average of the month-end AUM for the trailing ten months.
AUM: nine-month average balances and asset-class mix · Filed 31/07/2026
35 Table of Contents The calculations of adjusted operating income, adjusted operating margin, adjusted net income and adjusted diluted earnings per share are as follows: (in millions) Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Operating income $ 215.8 $ 154.1 $ 820.1 $ 518.7 Add (subtract): Elimination of operating revenues upon consolidation of investment products* 17.3 12.0 48.8 37.6 Acquisition-related retention (23.6) 47.9 42.5 128.4 Compensation and benefits expense from gains on deferred compensation, net 17.8 0.1 35.2 4.6 Other acquisition-related expenses 5.9 10.5 16.9 30.6 Amortization of intangible assets 50.7 112.2 156.4 337.3 Impairment of intangible assets 33.0 — 33.0 24.4 Special termination benefits 77.2 26.9 123.4 44.7 Compensation and benefits expense related to minority interests in certain subsidiaries 14.8 14.1 44.5 41.5 Charges related to significant regulatory settlements 100.0 — 100.0 — Adjusted operating income $ 508.9 $ 377.8 $ 1,420.8 $ 1,167.8 Total operating revenues $ 2,358.4 $ 2,064.0 $ 6,980.4 $ 6,427.0 Add (subtract): Acquisition-related pass through performance fees (3.7) (2.1) (72.6) (87.4) Sales and distribution fees (404.5) (351.9) (1,189.8) (1,092.3) Allocation of investment management fees for sales, distribution and marketing expenses (150.9) (128.8) (450.5) (398.8) Elimination of operating revenues upon consolidation of investment products* 17.3 12.0 48.8 37.6 Adjusted operating revenues $ 1,816.6 $ 1,593.2 $ 5,316.3 $ 4,886.1 Operating margin 9.2% 7.5% 11.7% 8.1% Adjusted operating margin 28.0% 23.7% 26.7% 23.9% 36 Table of Contents (in millions, except per share data) Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Net income attributable to Franklin Resources, Inc.
Fiscal 2026 operating results, impairments, termination benefits and regulatory settlement charge · Filed 31/07/2026
This year, we returned $930 million to shareholders through dividends and share repurchases, funded the majority of our remaining acquisition-related payments, and repaid $400 million senior notes due in March 2025.
Shareholder letter: fiscal 2025 capital returns, acquisition payments and debt repayment · Filed 22/12/2025
During the three and nine months ended June 30, 2026, we repurchased 10.4 million and 14.5 million shares of our common stock at a cost of $348.1 million and $447.1 million and we repurchased 7.3 million and 8.1 million shares of our common stock at a cost of $157.4 million and $173.2 million in the prior year periods.
Uses of capital: actual fiscal 2026 share repurchases · Filed 31/07/2026
39 Table of Contents On October 1, 2025, we completed the acquisition of Apera Asset Management for cash consideration of €65.2 million net of closing adjustments, funded from existing cash.
Uses of capital: completed Apera acquisition and cash funding · Filed 31/07/2026
In addition, we will pay up to €125.0 million in cash through the fifth anniversary of the closing date based on achieving revenue targets.
Uses of capital: revenue-contingent acquisition payments · Filed 31/07/2026
Compensation Elements Our executive compensation program consists primarily of three elements: (1) base salary, (2) short-term incentive compensation based on company-wide investment and financial performance objectives and NEO-specific strategic initiatives, and which is paid in a combination of cash and time-based incentive RSU awards, and (3) RSU awards subject to long-term performance-based vesting conditions.
Compensation discussion: existing executive compensation elements · Filed 22/12/2025
Independent Oversight • 8 of 11 directors are independent • Strong Independent Lead Director with clearly delineated duties • Regular executive session of independent directors • All standing Board committees are composed entirely of independent directors Strong Corporate Governance Practices and Stockholder Rights • “Proxy Access” right for stockholders • No supermajority vote provisions • Stockholders can act by written consent • 25% of shares can call a special meeting • One-share, one-vote standard • Overboarding limits • Stock Ownership Guidelines • Trading Blackout Policy and prohibitions against hedging and pledging transactions • CEO and executive leadership succession planning Accountability and Commitment to Continuous Improvement • All directors are elected annually • Robust annual Board and committee evaluations • Active stockholder engagement • Clawback Policy for executive officers • Comprehensive Code of Ethics and Business Conduct • Director orientation and continuing education programs EXECUTIVE COMPENSATION HIGHLIGHTS What We Do Align pay with performance: a significant portion of total compensation for all NEOs is performance-based Grant long-term awards based on meaningful performance measures Maintain clawback policies Require significant stock ownership Limit perquisites Retain an independent consultant to the Compensation Committee Regularly review incentive compensation plans and compensation practices Engage with stockholders regarding compensation practices What We Don’t Do Provide excessive severance benefits Enter into change in control agreements with NEOs Provide excise tax gross-ups Reprice underwater stock options Permit hedging of Company stock Allow pledging of Company stock received as compensation Offer executive-specific retirement plans Pay dividends or dividend equivalents to NEOs on unvested performance shares 2026 Proxy Statement 5 TABLE OF CONTENTS CEO Compensation Other NEOs Compensation Pay Type Pay Element Purpose Base Salary Fixed Cash • Provides fixed pay for performing day-to-day responsibilities Short-Term Incentive At Risk Performance- Based Variable Compensation Cash • Performance-based variable compensation reinforces our pay-for-performance culture • Recognizes current year achievement of goals and objectives • Total award amount determined and divided into short and long-term incentives • All long-term incentive awards are subject to malus and clawback provisions Long-Term Incentive Time-Based Restricted Stock Units Performance-Based Share Units 2025 STOCKHOLDER ENGAGEMENT We engage with stockholders to provide multiple opportunities for them to express their views so that we may consider those views as we evaluate our governance practices, executive compensation program and other matters of interest to stockholders.
Governance and compensation highlights: independence, shareholder rights and policies · Filed 22/12/2025
The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation following accounting restatements from persons who served as an executive officer of the Company at any time during the performance period for such incentive-based compensation and who received such compensation during the three fiscal years preceding the date on which the Company is required to prepare an accounting restatement.
Compensation discussion: mandatory executive compensation clawback policy · Filed 22/12/2025
Note 11 – Stock-Based Compensation Stock and stock unit award activity was as follows: (shares in thousands) Time-Based Shares Performance- Based Shares Total Shares Weighted- Average Grant-Date Fair Value for the nine months ended June 30, 2026 Nonvested balance at October 1, 2025 14,959 353 15,312 $ 22.81 Granted 8,691 176 8,867 22.68 Vested (2,252) (180) (2,432) 26.25 Forfeited/canceled (2,353) — (2,353) 20.76 Nonvested Balance at June 30, 2026 19,045 349 19,394 $ 22.57 Total unrecognized compensation expense related to nonvested stock and stock unit awards was $200.0 million at June 30, 2026.
Stock-based compensation: actual grants, vesting and nonvested balances · Filed 31/07/2026
