Franklin Templeton (BEN) 10-K risk factor changes: FY2025 vs FY2024

Related services include fund administration, sales and distribution, and shareholder [removed: servicing.][added: servicing, which we may perform directly or outsource to third parties.]

The [removed: asset] [added: investment] management industry continues to experience disruption and challenges, including continued fee pressure, regulatory changes, an increasing and changing role of technology in [removed: asset] [added: investment] management services, the continuous introduction of new products and services, and the consolidation of financial services firms through mergers and acquisitions.

Further, financial markets have [removed: currently and in the past] experienced and may continue, from time to time, to experience volatility and disruption worldwide.

For example, the [removed: ongoing] Ukraine-Russia and Middle East wars [removed: and] [added: and/or] conflicts may continue to [added: develop and/or] expand globally and significantly impact the global economy and financial markets, which may have an adverse effect on our investment performance and flows in certain products.

[removed: have no legal or contractual obligation to do so, we have in the past provided, and may in the future at our discretion] provide, financial support to our funds to enable them to maintain sufficient liquidity in any such event.

In addition, reputational harm may prevent us from attracting new clients or developing new [added: business, and any inability to meet applicable client, regulatory or other requirements may adversely impact our reputation and] business.

Our business and operations are subject to adverse effects from the outbreak and spread of contagious [removed: diseases such as COVID-19.][added: diseases.]

The outbreak and spread of contagious diseases [removed: such as COVID-19] have had, and may in the future have, adverse effects on our business, financial condition and results of operations.

[removed: The] [added: For example, the] COVID-19 pandemic resulted in a widespread global public health crisis.

Failure to properly address the increased transformative pressures affecting the [removed: asset] [added: investment] management industry could negatively impact our business.

The [removed: asset] [added: 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 [removed: asset] [added: investment] management industry, including [removed: ESG practices and related matters,] 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. and European markets; advances in technology and digital wealth and distribution tools and increasing client interest in interacting digitally with their investment portfolios; and growing digital asset markets that remain subject to substantial volatility and significant regulatory uncertainty.

As a result of the trends and pressures discussed above, the [removed: asset] [added: investment] management industry is facing an increased level of disruption.

A failure to maintain our third-party distribution and sales channels, or a failure to [added: maintain strong business relationships with our distributors and other intermediaries, may impair our distribution and sales operations.]

In addition, Canada, the U.K., the Netherlands and the [removed: EU, through MiFID II,] [added: EU] have adopted regimes that ban, or may limit, the payment of commissions and other inducements to intermediaries in relation to certain sales to retail customers in those jurisdictions, and similar regimes are under consideration in several other jurisdictions.

Arrangements with non-independent advisers will also [added: continue to] be affected as narrower rules related to the requirement that commissions reflect an enhancement of the service to customers [added: continue to] come into effect, along with a prescriptive list of permissible non-monetary benefits.

We currently, and may in the future, depend on [removed: a number of] third-party providers to support various operational, administrative, technology, transfer agency, market data, distribution, and other business needs of our company.

Due to our interconnectivity with and dependency upon third-party providers, [removed: including] [added: including, for example,] advisors, central agents, exchanges, clearing [removed: organizations and] [added: organizations,] other financial institutions, [added: and other service providers supporting our business and technology needs,] we may be adversely affected if any of them is subject to a successful cyber attack or other privacy or information security event or disruption.

A breach, suspension or termination of these services or related support, upgrades and maintenance could cause [removed: temporary] system delays or [removed: interruption] [added: interruption, and/or unauthorized access to confidential or private data,] that could adversely impact our [removed: business.][added: business, including financial losses to us and our clients, legal and regulatory issues, and reputational harm.]

Moreover, adapting or developing the existing technology systems we use to meet our internal needs, as well as client needs, industry demands and new [added: regulatory requirements, is also critical for our business.]

On an ongoing basis, we need to upgrade and improve our technology, including our technology platform, data [removed: processing, financial, accounting, shareholder servicing and trading systems.]

Any significant limitation, failure or security breach of our information and cybersecurity infrastructure, software applications, technology or other systems, or those of our third-party providers, that are critical to our operations could disrupt our business and harm our [removed: operations] [added: operations, financial condition,] and reputation.

In addition, developments in our use of process automation and artificial intelligence [added: (“AI”)] further heighten our dependency on [removed: technology.][added: technology, as such technology may be complex and unpredictable.]

Any disruptions, inaccuracies, mismanagement, delays, theft, systems failures, data security or privacy breaches, cybersecurity threats, incidents, [removed: attacks] [added: attacks, individual] or [added: brand impersonations, or] other cyber-related fraud, or other security breaches in these and other processes, could subject us to significant client dissatisfaction and [added: financial] losses and damage our reputation.

We and our third-party providers have been, and we expect to continue to be, the subject of these types of risks, breaches and/or [removed: attacks, as well as attempts to co-opt our brand.][added: attacks.]

Ongoing advances in technology, including generative [removed: artificial intelligence,] [added: AI,] as well as the malicious use of such technology, [removed: could] further heighten the risks to our business.

The technology systems we use or rely on, including those provided and/or leveraged by third-party providers, remain vulnerable to denial of service attacks, unauthorized access, computer viruses, human error and other events and circumstances that may have a security impact, such as an external or internal hacker attack by one or more cyber criminals (including through the use of [added: directive attacks involving impersonation,] social engineering, [removed: phishing attacks,] [added: phishing,] malware, ransomware and other methods and activities maliciously designed to obtain and exploit confidential information and to cause system and service disruption and other [removed: damage)] [added: damage),] and to our personnel or vendors inadvertently or recklessly causing release of confidential information, which could materially harm our operations and reputation.

[removed: System disruptions, failures or breaches of the technology we use or the security infrastructure we rely upon, including third-party applications and services, or our failure to properly manage, mitigate, disclose or communicate a cybersecurity incident, could result in: (i) material financial loss or costs, (ii) delays in clients’ ability to access account information or in our ability to process transactions, (iii) the unauthorized disclosure or] modification of sensitive or confidential client and business information, (iv) loss of valuable information, (v) breach of client and vendor contracts, (vi) liability for stolen assets, information or identity, (vii) remediation costs to repair damage caused by the failure or breach, (viii) additional security and organizational costs to mitigate against future incidents, (ix) reputational harm, (x) loss of confidence in our business and products, (xi) liability for failure to review and disclose applicable incidents or provide relevant updated disclosure properly and timely, (xii) regulatory investigations or actions, and/or (xiii) legal claims, litigation, and liability costs, any one or more of which may be material.

Moreover, loss or unauthorized disclosure or transfer of confidential and proprietary data or confidential customer identification information could further harm our [added: reputation and subject us to liability under laws that protect confidential data and personal information, resulting in increased costs or a decline in our revenues or common stock price.]

[removed: Further, although] [added: Moreover, while] we take precautions to password protect and encrypt our laptops and sensitive information on our [added: other] mobile electronic devices, if such devices are stolen, misplaced or left unattended, they may become vulnerable to hacking or other unauthorized use, creating a possible security risk, which may require us to incur additional administrative costs and/or take remedial actions.

In addition, [added: our or our third-party providers’] failure to manage and operate properly the data centers and third-party cloud storage and computing application services we use could have an adverse impact on our business.

However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to recover successfully following a disaster or other business continuity problem, could adversely impact our business and [removed: operations.][added: operations, and could result in regulatory actions, legal liability and/or reputational harm.]

Competition for qualified, motivated, and [removed: highly-skilled] [added: highly skilled] executives, professionals and other key personnel in the investment management industry remains significant.

Moreover, in order to retain certain key personnel, we may be required to increase compensation to such individuals and increase our key [removed: management succession planning, resulting in additional expense without a corresponding increase in potential revenues.]

Regulatory reforms may add further complexity to our business and operations and could require us to alter our investment management services and related activities, which could be costly, impede our growth and adversely impact our [removed: AUM, revenues and income.]

Certain key regulatory reforms and proposals in the U.S. and other jurisdictions that may impact or relate to our business, and may cause us to incur additional obligations, include regulatory matters related to antitrust rules and disclosure, cybersecurity disclosure, [removed: sustainable investing and ESG, climate-related disclosure,] [added: sustainability,] privacy and data protection, SIFIs, [removed: derivatives and other] financial products, fiduciary and fund-related reforms, [added: digital assets,] tax compliance, and other [removed: asset] [added: investment] management disclosure and compliance requirements.

[added: We expect that the regulatory] requirements and developments applicable to us will cause us to continue to incur additional compliance and administrative burdens and costs.

As in the U.S., regulatory and legislative actions outside the U.S. have [removed: been] [added: been, and continue to be,] augmented substantially and made more [removed: complex by measures such as the EU’s AIFMD and MiFID II.][added: complex.]

Moreover, any [removed: accounting or reporting] errors, whether financial or otherwise, if material, could damage our reputation and adversely affect our business.

We regularly assess the likely outcomes of these audits in order to determine the [added: appropriateness of our tax provision.]

For example, as noted in the “Legal Proceedings” section in Note [removed: 16] [added: 15] - Commitments and Contingencies, our subsidiary, Western Asset Management Company (“WAM”) [removed: is] [added: remains] the subject of parallel investigations by the [removed: SEC, the CFTC] [added: SEC] and the DOJ.

While we have no legal or contractual obligation to do so, we have in the past provided, and may in the future at our discretion

processing, financial, accounting, shareholder servicing and trading systems.

System disruptions, failures or breaches of the technology we use or the security infrastructure we rely upon, including third-party applications and services, or our failure effectively and timely to identify, detect, manage, mitigate, disclose or communicate a cybersecurity incident, could result in: (i) material financial loss or costs, (ii) delays in clients’ ability to access account information or in our ability to process transactions, (iii) the unauthorized disclosure or

Developing regulatory treatment of AI, and failure to adequately address AI-related challenges, creates a risk of reputational harm and an impediment to growth.

Artificial Intelligence (AI) is used in many areas of our business and we plan to further incorporate AI into additional areas.

The use of AI offers efficiencies, but also introduces significant challenges related to data security, privacy, intellectual property, regulatory compliance, accuracy and bias concerns, and reputational harm, among others.

For example, AI technologies, including generative AI, may create content that appears correct but is factually inaccurate or flawed.

AI technologies evolve at a rapid pace and their usage requires integration with other technology applications, data platforms and business processes.

Globally, courts and regulatory agencies are developing approaches to dealing with AI-related issues, which creates uncertainty around the use of the technology.

Use of AI technologies requires ongoing operational controls and procedures, and the development and implementation of appropriate protections and safeguards.

Failure to successfully integrate AI technologies, respond to client or market demands, identify or address applicable legal or regulatory issues or effectively manage related risks could result in legal and regulatory liabilities and harm our reputation and growth.

management succession planning, resulting in additional expense without a corresponding increase in potential revenues.

AUM, revenues and income.

We may perform services directly or through third parties.

While we

Moreover, ESG topics and activities have been the subject of increased focus by certain investors and regulators in the asset management industry, and any inability to meet applicable requirements may adversely impact our reputation and business.

We may not effectively manage risks associated with the replacement of benchmark indices.

The replacement of benchmark indices may impose a number of risks on our business, our clients and the financial services industry more widely.

These include financial risks arising from changes in the valuation of financial instruments linked to benchmark indices, pricing and operational risks, and legal implementation and revised documentation.

We may from time to time face operational challenges implementing successor benchmarks.

maintain strong business relationships with our distributors and other intermediaries, may impair our distribution and sales operations.

regulatory requirements, is also critical for our business.

reputation and subject us to liability under laws that protect confidential data and personal information, resulting in increased costs or a decline in our revenues or common stock price.

Although we have in place certain disaster recovery plans, we may experience system delays and interruptions as a result of natural disasters, power failures, acts of war, and third-party failures.

We expect that the regulatory

appropriateness of our tax provision.

Related services include fund administration, sales and distribution, and shareholder [removed: servicing.][added: servicing, which we may perform directly or outsource to third parties.]

We offer our services and products under our various distinct brand names, including, but not limited to, [removed: Franklin®, Templeton®, Legg Mason®,] Alcentra®, [added: Apera®,] Benefit Street Partners®, Brandywine Global Investment Management®, Canvas®, Clarion Partners®, ClearBridge Investments®, Fiduciary Trust International™, [added: Franklin®,] Franklin Mutual Series®, K2®, [added: Legg Mason®,] Lexington Partners®, [removed: Martin Currie®,] O’Shaughnessy®, Putnam®, [removed: Royce®] [added: Royce®, Templeton®,] and Western Asset Management Company®.

[removed: During] [added: Despite periods of volatility driven by uncertainty regarding U.S. economic and trade policies, during] the fiscal year ended September 30, [removed: 2024] [added: 2025] (“fiscal year [removed: 2024”),] [added: 2025”), U.S. and] global equity markets provided positive [removed: returns reflecting, among other things,] [added: returns, due in part to strong corporate earnings and] easing of monetary [removed: policy and resilient economic activity.][added: policy.]

The S&P 500 Index and MSCI World Index increased [removed: 36.4%] [added: 14.8%] and [removed: 33.0%] [added: 17.8%] for the fiscal year.

The global bond markets were also positive as the Bloomberg Barclays Global Aggregate Index increased [removed: 12.0%] [added: 7.9%] for the fiscal year.

Simple monthly average AUM (“average AUM”) increased [removed: 12%] [added: 3%] during fiscal year [removed: 2024.][added: 2025.]

The following discussion and analysis includes a comparison of our financial results for fiscal year [removed: 2024] [added: 2025] to fiscal year [removed: 2023.][added: 2024.]

For discussion and analysis of the financial results for fiscal year [removed: 2023] [added: 2024] compared to fiscal year [removed: 2022,] [added: 2023,] see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended September 30, [removed: 2023,] [added: 2024,] which was filed with the SEC on November [removed: 14, 2023.][added: 12, 2024.]

| *(in millions, except per share data)* | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | |

| for the fiscal years ended September 30, | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

| Operating revenues | | | | | | $ | [removed: 8,478.0] [added: 8,770.7] | | | | | $ | [removed: 7,849.4] [added: 8,478.0] | | | | | $ | [removed: 8,275.3] [added: 7,849.4] | | | | | [removed: 8] [added: 3] | | % | | | | [removed: (5] [added: 8] | | [removed: %)] [added: %] |

| Operating income | | | | | | [removed: 407.6] [added: 604.1] | | | | | | [removed: 1,102.3] [added: 407.6] | | | | | | [removed: 1,773.9] [added: 1,102.3] | | | | | | [removed: (63] [added: 48] | | [removed: %)] [added: %] | | | | [removed: (38] [added: (63] | | %) |

| Operating margin1 | | | | | | [removed: 4.8] [added: 6.9] | | % | | | | [removed: 14.0] [added: 4.8] | | % | | | | [removed: 21.4] [added: 14.0] | | % | | | | | | | | | | | | |

| Net income attributable to Franklin Resources, Inc. | | | | | | $ | [removed: 464.8] [added: 524.9] | | | | | $ | [removed: 882.8] [added: 464.8] | | | | | $ | [removed: 1,291.9] [added: 882.8] | | | | | [removed: (47] [added: 13] | | [removed: %)] [added: %] | | | | [removed: (32] [added: (47] | | %) |

| Diluted earnings per share | | | | | | $ | [removed: 0.85] [added: 0.91] | | | | | $ | [removed: 1.72] [added: 0.85] | | | | | $ | [removed: 2.53] [added: 1.72] | | | | | [removed: (51] [added: 7] | | [removed: %)] [added: %] | | | | [removed: (32] [added: (51] | | %) |

| Adjusted operating income | | | | | | $ | [removed: 1,713.1] [added: 1,640.2] | | | | | $ | [removed: 1,823.8] [added: 1,713.1] | | | | | $ | [removed: 2,323.5] [added: 1,823.8] | | | | | [removed: (6] [added: (4] | | %) | | | | [removed: (22] [added: (6] | | %) |

| Adjusted operating margin | | | | | | [removed: 26.1] [added: 24.5] | | % | | | | [removed: 29.9] [added: 26.1] | | % | | | | [removed: 35.9] [added: 29.9] | | % | | | | | | | | | | | | |

| Adjusted net income | | | | | | $ | [removed: 1,276.7] [added: 1,195.8] | | | | | $ | [removed: 1,332.2] [added: 1,276.7] | | | | | $ | [removed: 1,855.6] [added: 1,332.2] | | | | | [removed: (4] [added: (6] | | %) | | | | [removed: (28] [added: (4] | | %) |

| Adjusted diluted earnings per share | | | | | | $ | [removed: 2.39] [added: 2.22] | | | | | $ | [removed: 2.60] [added: 2.39] | | | | | $ | [removed: 3.63] [added: 2.60] | | | | | [removed: (8] [added: (7] | | %) | | | | [removed: (28] [added: (8] | | %) |

| *(in billions)* | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | |

| as of September 30, | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

| Equity | | | | | | $ | [removed: 632.1] [added: 686.2] | | | | | $ | [removed: 430.4] [added: 632.1] | | | | | $ | [removed: 392.3] [added: 430.4] | | | | | [removed: 47] [added: 9] | | % | | | | [removed: 10] [added: 47] | | % |

| Fixed Income | | | | | | [removed: 556.4] [added: 438.7] | | | | | | [removed: 483.1] [added: 556.4] | | | | | | [removed: 490.9] [added: 483.1] | | | | | | [removed: 15] [added: (21] | | [removed: %] [added: %)] | | | | [removed: (2] [added: 15] | | [removed: %)] [added: %] |

| Alternative | | | | | | [removed: 249.9] [added: 263.9] | | | | | | [removed: 254.9] [added: 249.9] | | | | | | [removed: 225.1] [added: 254.9] | | | | | | [removed: (2] [added: 6] | | [removed: %)] [added: %] | | | | [removed: 13] [added: (2] | | [removed: %] [added: %)] |

| Multi-Asset | | | | | | [removed: 176.2] [added: 193.9] | | | | | | [removed: 145.0] [added: 176.2] | | | | | | [removed: 131.5] [added: 145.0] | | | | | | [removed: 22] [added: 10] | | % | | | | [removed: 10] [added: 22] | | % |

| Cash Management | | | | | | [removed: 64.0] [added: 78.5] | | | | | | [removed: 60.8] [added: 64.0] | | | | | | [removed: 57.6] [added: 60.8] | | | | | | [removed: 5] [added: 23] | | % | | | | [removed: 6] [added: 5] | | % |

| Total | | | | | | $ | [removed: 1,678.6] [added: 1,661.2] | | | | | $ | [removed: 1,374.2] [added: 1,678.6] | | | | | $ | [removed: 1,297.4] [added: 1,374.2] | | | | | [removed: 22] [added: (1] | | [removed: %] [added: %)] | | | | [removed: 6] [added: 22] | | % |

| *(in billions)* | | | | | | Average AUM [added: 1] | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | |

| Equity | | | | | | $ | [removed: 544.0] [added: 637.0] | | | | | $ | [removed: 436.1] [added: 544.0] | | | | | $ | [removed: 491.3] [added: 436.1] | | | | | [removed: 25] [added: 17] | | % | | | | [removed: (11] [added: 25] | | [removed: %)] [added: %] |

| Fixed Income | | | | | | [removed: 542.3] [added: 466.5] | | | | | | [removed: 499.7] [added: 542.3] | | | | | | [removed: 586.5] [added: 499.7] | | | | | | [removed: 9] [added: (14] | | [removed: %] [added: %)] | | | | [removed: (15] [added: 9] | | [removed: %)] [added: %] |

| Alternative | | | | | | [removed: 254.9] [added: 253.7] | | | | | | [removed: 251.9] [added: 254.9] | | | | | | [removed: 185.1] [added: 251.9] | | | | | | [removed: 1] [added: 0] | | % | | | | [removed: 36] [added: 1] | | % |

| Multi-Asset | | | | | | [removed: 161.1] [added: 179.8] | | | | | | [removed: 144.4] [added: 161.1] | | | | | | [removed: 146.1] [added: 144.4] | | | | | | 12 | | % | | | | [removed: (1] [added: 12] | | [removed: %)] [added: %] |

| Cash Management | | | | | | [removed: 63.5] [added: 69.7] | | | | | | [removed: 68.3] [added: 63.5] | | | | | | [removed: 60.2] [added: 68.3] | | | | | | [removed: (7] [added: 10] | | [removed: %)] [added: %] | | | | [removed: 13] [added: (7] | | [removed: %] [added: %)] |

| Total | | | | | | $ | [removed: 1,565.8] [added: 1,606.7] | | | | | $ | [removed: 1,400.4] [added: 1,565.8] | | | | | $ | [removed: 1,469.2] [added: 1,400.4] | | | | | [removed: 12] [added: 3] | | % | | | | [removed: (5] [added: 12] | | [removed: %)] [added: %] |

| for the fiscal years ended September 30, | | | | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | | | | | [removed: 2022] | | | [added: | | | | | |]

| Equity | | | | | | [removed: 35] [added: 40] | | % | | | | [removed: 31] [added: 35] | | % | | | | [removed: 33] [added: 31] | | % |

| Fixed Income | | | | | | [removed: 35] [added: 29] | | % | | | | [removed: 36] [added: 35] | | % | | | | [removed: 40] [added: 36] | | % |

| Alternative | | | | | | 16 | | % | | | | [removed: 18] [added: 16] | | % | | | | [removed: 13] [added: 18] | | % |

| Multi-Asset | | | | | | [removed: 10] [added: 11] | | % | | | | 10 | | % | | | | 10 | | % |

| Cash Management | | | | | | 4 | | % | | | | [removed: 5] [added: 4] | | % | | | | [removed: 4] [added: 5] | | % |

Our total AUM was $1,661.2 billion at September 30, 2025, 1% lower than at September 30, 2024.

1Average AUM is calculated as the average of the month-end AUM for the trailing thirteen months.

| for the fiscal years ended September 30, | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| *(in billions)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| for the fiscal years ended September 30, | | | | | | 2025 1 | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | | | |

1On March 31, 2025, cash management AUM and net flows were updated to include $6.3 billion of AUM and $3.7 billion of net inflows related to two money market mutual fund share classes previously closed to third-party investors.

| AUM at October 1, 2024 | | | | | | $ | 632.1 | | | | | $ | 556.4 | | | | | $ | 249.9 | | | | | $ | 176.2 | | | | | $ | 64.0 | | | | | $ | 1,678.6 | |

| Long-term inflows | | | | | | 159.7 | | | | | | 114.7 | | | | | | 23.2 | | | | | | 46.3 | | | | | | — | | | | | | 343.9 | | |

| Long-term outflows | | | | | | (160.1) | | | | | | (237.4) | | | | | | (10.3) | | | | | | (33.5) | | | | | | — | | | | | | (441.3) | | |

| Long-term net flows | | | | | | (0.4) | | | | | | (122.7) | | | | | | 12.9 | | | | | | 12.8 | | | | | | — | | | | | | (97.4) | | |

| Total net flows | | | | | | (0.4) | | | | | | (122.7) | | | | | | 12.9 | | | | | | 12.8 | | | | | | 12.6 | | | | | | (84.8) | | |

| Disposition | | | | | | — | | | | | | (0.1) | | | | | | (0.1) | | | | | | — | | | | | | — | | | | | | (0.2) | | |

| Net market change, distributions and other | | | | | | 54.5 | | | | | | 5.1 | | | | | | 1.2 | | | | | | 4.9 | | | | | | 1.9 | | | | | | 67.6 | | |

| AUM at September 30, 2025 | | | | | | $ | 686.2 | | | | | $ | 438.7 | | | | | $ | 263.9 | | | | | $ | 193.9 | | | | | $ | 78.5 | | | | | $ | 1,661.2 | |

Long-term net outflows include $30.4 billion of long-term reinvested distributions.

This growth was partially offset by declines in fixed income inflows at WAM, primarily within institutional separate accounts, open-end funds, and sub-advised mutual funds.

| *(in billions)* | | | | | | | | | | | | | | | | | | | | | | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |

| Total | | | | | | $ | 1,661.2 | | | | | $ | 1,678.6 | | | | | $ | 1,374.2 | | | | | (1 | | %) | | | | 22 | | % |

_______________

| for the fiscal years ended September 30, | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | | | |

The increase was primarily due to changes in the amount of performance fees earned by our alternative specialist investment managers.

| for the fiscal years ended September 30, | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | | | |

Sales-based fees increased $9.3 million in fiscal year 2025 primarily due to one additional quarter of sales-based revenue related to Putnam products and a higher mix of equity and multi-asset funds, which generate higher sales fees.

Shareholder servicing fees increased $35.2 million in fiscal year 2025, primarily due to one additional quarter of fees earned by Putnam and higher levels of related AUM, partially offset by lower fees determined on a contractual margin.

| *(in millions)* | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |

| *(in millions)* | | | | | | | | | | | | | | | | | | | | | | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |

| for the fiscal years ended September 30, | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | | | |

_______________

At September 30, 2025, our global workforce decreased to approximately 9,800 employees from approximately 10,200 at September 30, 2024.

| *(in millions)* | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |

Amortization of deferred sales commissions increased $17.8 million in fiscal year 2025 primarily due to higher sales.

Occupancy expenses decreased $39.1 million in fiscal year 2025.

The prior year included the impairment of the right of use asset related to office space vacated in connection with the consolidation of our office space in New York City, and the current year reflects lower costs due to the office space consolidation.

The decrease was partially offset by one additional quarter of expenses incurred by Putnam.

Impairment of intangible assets was $226.6 million in fiscal year 2025 and $389.2 million in fiscal year 2024.

During fiscal year 2025, we also recognized impairment charges of $26.6 million related to certain other indefinite-lived intangible assets related to management contracts.

For certain vehicles, we may agree to compensate third parties for services provided by sharing a portion of the performance fees we earn.

These payments are classified as sub-advisory expenses.

General, administrative and other operating expenses increased $71.2 million in fiscal year 2025, primarily due to one additional quarter of expenses incurred by Putnam, and increases of $21.2 million in sub-advisory expenses, primarily due to higher payments to third-parties related to performance fees, $17.7 million in transfer agency expenses, $16.0 million in advertising and promotion costs, and $2.9 million in legal and other professional fees, inclusive of $65.6 million of insurance recoveries.

| *(in millions)* | | | | | | | | | | | | | | | | | | | | | | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |

We may perform services directly or through third parties.

Our total AUM was $1,678.6 billion at September 30, 2024, which was 22% higher than at September 30, 2023 driven by the positive impact of $186.0 billion of net market change, distributions and other, $148.3 billion from the acquisition of Putnam Investments (“Putnam”), and $2.7 billion of cash management net inflows, partially offset by $32.6 billion of long-term net outflows.

On January 1, 2024, we acquired Putnam, a global asset management firm, from Great-West Lifeco Inc. (“Great-West”).

__________________

| AUM at October 1, 2022 | | | | | | $ | 392.3 | | | | | $ | 490.9 | | | | | $ | 225.1 | | | | | $ | 131.5 | | | | | $ | 57.6 | | | | | $ | 1,297.4 | |

| Long-term inflows | | | | | | 84.4 | | | | | | 112.7 | | | | | | 22.6 | | | | | | 35.2 | | | | | | — | | | | | | 254.9 | | |

| Long-term outflows | | | | | | (103.1) | | | | | | (128.9) | | | | | | (16.8) | | | | | | (27.4) | | | | | | — | | | | | | (276.2) | | |

| Long-term net flows | | | | | | (18.7) | | | | | | (16.2) | | | | | | 5.8 | | | | | | 7.8 | | | | | | — | | | | | | (21.3) | | |

| Total net flows | | | | | | (18.7) | | | | | | (16.2) | | | | | | 5.8 | | | | | | 7.8 | | | | | | 4.3 | | | | | | (17.0) | | |

| Acquisitions | | | | | | — | | | | | | — | | | | | | 34.9 | | | | | | — | | | | | | — | | | | | | 34.9 | | |

| Net market change, distributions and other | | | | | | 56.8 | | | | | | 8.4 | | | | | | (10.9) | | | | | | 5.7 | | | | | | (1.1) | | | | | | 58.9 | | |

| AUM at September 30, 2023 | | | | | | $ | 430.4 | | | | | $ | 483.1 | | | | | $ | 254.9 | | | | | $ | 145.0 | | | | | $ | 60.8 | | | | | $ | 1,374.2 | |

AUM increased $76.8 billion or 6% during fiscal year 2023 due to the positive impact of $58.9 billion of net market change, distributions and other, $34.9 billion from an acquisition, and $4.3 billion of cash management net inflows, partially offset by $21.3 billion of long-term net outflows, which include $20.6 billion of long-term reinvested distributions.

Net market change, distributions and other primarily consists of $94.4 billion of market appreciation, and a $4.6 billion increase from foreign exchange revaluation, partially offset by $40.1 billion of long-term distributions.

Foreign exchange revaluation from AUM in products that are not U.S. dollar denominated was primarily due to a weaker U.S. dollar compared to the Euro, British Pound and Brazilian Real.

1Effective October 1, 2023, India region is included in Europe, Middle East and Africa.

Excludes funds scheduled to be closed.

The increases in average AUM primarily occurred in the equity, fixed income and multi-asset asset classes, driven by net market appreciation and the acquisition of Putnam.

The decrease was primarily due to lower performance fees earned by certain of our alternative specialist investment managers, and a decrease of $72.2 million in performance fees earned by Lexington Partners L.P. (“Lexington”), which were passed through as compensation expense per the terms of the acquisition agreement.

Sales-based fees increased $40.2 million in fiscal year 2024 primarily due to an increase of 12% in commissionable sales and sales-based revenue earned from Putnam products subsequent to the acquisition.

Shareholder servicing fees increased $76.6 million in fiscal year 2024, primarily due to fees earned by Putnam subsequent to the acquisition, partially offset by the impact of a change in fee structure for certain U.S. sponsored funds.

Acquisition-related performance fee pass through expenses decreased $72.2 million in fiscal year 2024, due to lower pass through performance fees earned by Lexington.

We expect to incur acquisition-related retention expenses of approximately $190 million during the fiscal year ending September 30, 2025 (“fiscal year 2025”), and decreasing over the following two fiscal years by approximately $20 million and $80 million.

At September 30, 2024, our global workforce had increased to approximately 10,200 employees from approximately 9,200 at September 30, 2023, primarily due to the acquisition of Putnam.

end sales charge.

Occupancy expenses increased $96.5 million in fiscal year 2024, driven by new leased office space located at One Madison Avenue and impairment of the right-of-use asset related to vacated office space, primarily associated with an initiative to consolidate our office space in New York City, and expenses incurred by Putnam subsequent to the acquisition.

General, administrative and other operating expenses increased $138.3 million in fiscal year 2024, primarily due to the acquisition of Putnam, an increase of $45.9 million in legal and other professional fees, and an increase of $14.0 million in travel and entertainment expenses due to higher activity levels.

Interest expense decreased $26.5 million in fiscal year 2024 primarily due to interest expense recognized in the prior year on our term loan that was terminated on July 25, 2023 and lower accretion on Lexington deferred purchase consideration.

Investments held by CIPs generated investment and other income of $149.9 million in fiscal year 2024, as compared to investment and other income of $115.8 million in fiscal year 2023, largely related to net investment gains (losses) on holdings of various equity, fixed income funds, and in the current year period, multi-asset funds.

| Alternative | | | | | | — | | | | | | 223.8 | | | | | | 944.2 | | | | | | 90.9 | | | | | | 529.3 | | | | | | 1,788.2 | | |

| Equity | | | | | | — | | | | | | 410.2 | | | | | | 197.0 | | | | | | 153.3 | | | | | | 163.7 | | | | | | 924.2 | | |

| Fixed Income | | | | | | — | | | | | | 153.9 | | | | | | 74.5 | | | | | | 36.5 | | | | | | 235.2 | | | | | | 500.1 | | |

| Multi-Asset | | | | | | — | | | | | | 50.1 | | | | | | 4.0 | | | | | | — | | | | | | 152.6 | | | | | | 206.7 | | |

| Total investments | | | | | | — | | | | | | 838.0 | | | | | | 1,219.7 | | | | | | 280.7 | | | | | | 1,080.8 | | | | | | 3,419.2 | | |

| Total Cash and Cash Equivalents and Investments 2, 3 | | | | | | $ | 3,309.5 | | | | | $ | 838.0 | | | | | $ | 1,219.7 | | | | | $ | 280.7 | | | | | $ | 1,080.8 | | | | | $ | 6,728.7 | |

◦Write off of noncontrolling interests related to the wind down of an acquired business.

On July 15, 2024, we repaid all of the outstanding $250.0 million 3.950% senior notes due July 2024 issued by Legg Mason at the principal amount plus accrued and unpaid interest of $4.9 million.

This facility remains undrawn as of the time of this filing.

On January 1, 2024, we acquired Putnam from Great-West for 31.6 million shares of our common stock, cash consideration paid at closing of $221.7 million for investments and other purchase-related amounts, and deferred cash consideration of $100.0 million paid on July 1, 2024.

The cash consideration paid at closing and the deferred consideration payment was funded from existing cash.

Such a change for the fiscal year ended September 30, [removed: 2024] [added: 2025] would have resulted in an increase or decrease in operating revenues of [removed: $756.7] [added: $772.7] million.

We are exposed to changes in interest rates primarily through our investments in funds that invest in debt securities, which were [removed: $2,495.0] [added: $2,645.6] million at September 30, [removed: 2024.][added: 2025.]

We had no exposure to changes in interest rates from debt obligations at September 30, [removed: 2024] [added: 2025] as all of our outstanding debt was issued at fixed rates.

As of September 30, [removed: 2024,] [added: 2025,] we have considered the potential impact of a 100 basis point movement in market interest rates on our investments in funds that invest in debt securities.

The exposure to foreign currency exchange risk in our consolidated balance sheet mostly relates to cash and cash equivalents and investments that are denominated in foreign currencies, primarily in the [added: Euro,] Indian Rupee, [removed: Euro,] Pound [removed: Sterling] [added: Sterling, Chinese Yuan] and Australian dollar.

These assets accounted for [removed: 25%] [added: 27%] of the total cash and cash equivalents and investments at September 30, [removed: 2024.][added: 2025.]

Such a weakening as of September 30, [removed: 2024] [added: 2025] would result in a [removed: $109.1] [added: $118.4] million decrease in accumulated other comprehensive loss and a [removed: $6.6] [added: $0.2] million [removed: increase] [added: decrease] in pre-tax earnings.

The following is a summary of the effect of a 10% increase or decrease in the carrying values of our financial instruments subject to market valuation risks at September 30, [removed: 2024.][added: 2025.]

If such a 10% increase or decrease in carrying values were to occur, the changes from investments measured at fair value and direct investments in CIPs would result in a [removed: $191.9] [added: $240.1] million increase or decrease in our pre-tax earnings.

Any borrowings under the Amended and Restated Credit Agreement would bear interest at variable rates.

| Investments, at fair value | | | | | | $ | 1,179.5 | | | | | $ | 1,297.5 | | | | | $ | 1,061.6 | |

| Direct investments in CIPs | | | | | | 1,220.6 | | | | | | 1,342.7 | | | | | | 1,098.5 | | |

| Total | | | | | | $ | 2,400.1 | | | | | $ | 2,640.2 | | | | | $ | 2,160.1 | |

| Investments, at fair value | | | | | | $ | 838.0 | | | | | $ | 921.8 | | | | | $ | 754.2 | |

| Direct investments in CIPs | | | | | | 1,080.8 | | | | | | 1,188.9 | | | | | | 972.7 | | |

| Total | | | | | | $ | 1,918.8 | | | | | $ | 2,110.7 | | | | | $ | 1,726.9 | |

We offer our services and products under our various distinct brand names, including, but not limited to, Alcentra®, [added: Apera®,] Benefit Street Partners®, Brandywine Global Investment Management®, Canvas®, Clarion Partners®, ClearBridge Investments®, Fiduciary Trust International™, Franklin®, Franklin Mutual Series®, K2®, Legg Mason®, Lexington Partners®, [removed: Martin Currie®,] O’Shaughnessy®, Putnam®, Royce®, Templeton® and Western Asset Management Company®.

Unless otherwise indicated, our “funds” means the funds offered under our various brand [removed: names.][added: names, which may include co-branded funds.]

We are a global investment management organization with over $1.6 trillion in assets under management (“AUM”) as of September 30, [removed: 2024.][added: 2025.]

Through our specialist investment managers, we offer specialization on a global [removed: scale] [added: scale,] bringing extensive capabilities in equity, fixed income, alternatives and multi-asset solutions.

Related services include [added: applicable] fund administration, sales and distribution, and shareholder [removed: servicing.][added: servicing, which we may perform directly or outsource to third parties.]

Incorporated herein by reference is certain financial information about our segment and geographic areas contained in Note [removed: 19] [added: 18] – Segment and Geographic Information in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report.

We have added, among others: (i) the Templeton global investment firm in 1992, (ii) the Franklin Mutual Series investment firm in 1996, (iii) the Franklin Bissett Canadian investment firm in 2000, (iv) the Fiduciary Trust International investment and trust services firm in 2001, (v) the Benefit Street Partners alternative credit management firm in 2019, (vi) the Athena Capital Advisors investment and wealth management firm in March 2020, (vii) The Pennsylvania Trust Company investment and trust services firm in May 2020, (viii) the Legg Mason global investment firm in July 2020, (ix) the O’Shaughnessy Asset Management quantitative asset management firm in December 2021, (x) the Lexington Partners global alternatives investment firm in April 2022, (xi) the Alcentra alternative credit investment firm in November 2022, [removed: and] (xii) the Putnam global investment firm in January [removed: 2024.][added: 2024, and (xiii) the Apera asset management firm in October 2025.]

Our specialist investment managers include subsidiaries registered with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) as investment advisers under the Investment Advisers Act of 1940 (the “Advisers Act”), as well as subsidiaries registered as investment adviser equivalents in jurisdictions including Australia, Brazil, Canada, China, Commonwealth of The Bahamas, Hong Kong, Ireland, India, Japan, Luxembourg, Malaysia, Mexico, Saudi Arabia, Singapore, Switzerland, South Korea, the United Arab [removed: Emirates and] [added: Emirates,] the United Kingdom [removed: (“U.K.”).][added: (“U.K.”) and Uzbekistan.]

Our U.S. funds include U.S. mutual funds, closed-end funds, ETFs, private funds, sub-advised funds and other [removed: products.][added: products (including products we sub-advise and those sub-advised by third parties).]

| *(in billions)* as of September 30, [removed: 2024] [added: 2025] | | | | | | U.S. Funds | | | | | | Non-U.S. Funds | | | | | | Institutional Separate Accounts | | | | | | Retail Separately Managed Accounts | | | | | | Other | | | | | | Total | | | | | | Percentage of Total AUM | | |

Across our business, our specialist investment managers generally focus on a portion of the [removed: asset] [added: investment] management industry in terms of the types of assets managed and each may differ in the types of products and services offered, the investment styles utilized, and the types and geographic locations of its clients.

Each typically markets its products and services under its own brand name, with certain distribution functions provided by our corporate distribution [removed: subsidiaries where applicable.]

Our specialist investment managers include: Benefit Street Partners, Brandywine Global, Clarion Partners, ClearBridge Investments, Fiduciary Trust International, Franklin Equity Group, Franklin Income Investors, Franklin Mutual Series, Franklin Templeton Fixed Income, Franklin Templeton Investment Solutions, Lexington Partners, [removed: Martin Currie,] O’Shaughnessy Asset Management, Putnam Investments, Royce Investment Partners, Templeton Global Investments, Templeton Global Macro and Western Asset Management.

Our products and capabilities are designed to accommodate a variety of investment goals and preferences, from capital appreciation to capital preservation, as well as other investor [removed: preferences, which may include sustainable investing and other environmental, social and governance (“ESG”)] preferences.

Our alternative products include private credit funds and structured products, business development companies, hedge funds (such as funds of funds and custom advisory solutions), private equity funds, secondary [added: private equity] funds, venture capital funds and real estate funds.

Shareholder servicing fees are [removed: primarily] determined based on a contractual margin, or a percentage of AUM and either the number of transactions in shareholder accounts or the number of shareholder accounts.

The financial services industry is a highly competitive global [removed: industry.][added: environment.]

In particular, we are subject to various securities, compliance, corporate governance, disclosure, privacy, anti-bribery and anti-corruption, anti-money laundering, anti-terrorist financing, and economic, trade and sanctions laws and regulations, both domestically and internationally, as well as to various cross-border rules and regulations, such as the anti-bribery and anti-corruption rules under the Foreign Corrupt Practices Act of 1977 [removed: (“FCPA”)] and the data protection rules under the General Data Protection Regulation (“GDPR”) of the European Union (“EU”).

Our non-U.S. operations also may be subject to regulation by U.S. regulators, including the SEC, the CFTC and the [removed: DOJ (for example with respect to the FCPA).][added: DOJ.]

*Antitrust Rules and Disclosure.* [removed: In October 2024, the] [added: The] Federal Trade Commission (“FTC”) [added: has] approved various rule changes under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) that amend certain premerger reporting and notification rules.

The [removed: new rule changes, scheduled to take effect in January 2025,] [added: rules] significantly expand the premerger information and documentation required to be submitted in connection with an HSR filing, which could substantially increase our required disclosure and notification expenses and delay transactions.

*Cybersecurity Disclosure.* The SEC’s amended rules [removed: requiring] [added: require] disclosure regarding cybersecurity risk management, strategy, governance and incident reporting by public [removed: companies became effective in December 2023.][added: companies.]

The [removed: amendments] [added: rules] require public companies to (i) disclose, on a current basis, any cybersecurity incident it deems to be material within four business days on a Form 8-K; (ii) describe, on an annual basis, the company’s processes, if any, for the assessment, identification and management of material risks from cybersecurity threats, as well as whether any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect their business strategy, results of operations or financial condition; and (iii) describe, on an annual basis, the board’s oversight of risks from cybersecurity threats and management’s role in assessing and managing those risks.

The [removed: amendments] [added: rules] require ongoing evaluation and analysis of our applicable processes and procedures, including regarding cyber incident response plans and procedures, disclosure analysis framework, risk management processes, and board oversight structure.

Sustainable investing and [removed: ESG] [added: related environmental, social and governance (“ESG”) topics] continue to be the focus of increased regulatory and legal scrutiny across jurisdictions.

In the U.S., the SEC adopted, but subsequently stayed [added: the] implementation of, climate disclosure rules to require public issuers to include enhanced disclosure and financial metrics regarding corporate climate-related information in their periodic reports and registration [removed: statements, and these rules remain subject to applicable legal challenges.][added: statements.]

In addition, state laws and regulations regarding these topics continue to [removed: evolve and impose further requirements.][added: evolve.]

For example, in October 2023, California enacted a new climate accountability package pursuant to its Climate Corporate Data Accountability Act that requires annual disclosure of certain greenhouse gas emissions and Climate-Related Financial Risk Act that requires biennial disclosure of certain climate-related financial risks and mitigation measures, each beginning in 2026, subject to applicable implementing regulations [removed: and rulemaking] that [added: the California Air Resources Board is expected to finalize in late 2025 that] may impact final scope and compliance timing.

Globally, the [added: independent] International Sustainability Standards Board and [added: other] applicable sustainability disclosure standards [added: continue to] impact how national regulators and governance bodies approach these and related topics.

[removed: As the regulatory focus on privacy continues to intensify and laws and regulations concerning the management of personal] data continue to expand, risks related to the handling of privacy obligations and personal data collection across our business will increase.

For example, in addition to international data protection and privacy laws and regulations like the EU’s GDPR, we are, and expect to continue to be, subject to and affected by existing, new and evolving country, federal and state laws, regulations and guidance around the world impacting consumer and personnel privacy, including [removed: the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and] various [removed: other] U.S. state consumer privacy laws that provide for enhanced consumer protections for their residents and impose requirements for the handling, disclosure and deletion of personal information of their residents.

*Private Fund Adviser Reforms.* In [removed: May 2023,] [added: February 2024,] the SEC [added: and CFTC jointly] adopted amendments to Form PF, which is the confidential reporting form that [added: certain] investment advisers to private funds file to provide confidential information to the [removed: SEC] [added: agencies] and the FSOC.

Our international funds include two broad ranges of cross-border UCITS that are domiciled in Luxembourg and Ireland, [removed: as applicable,] and thereby subject to regulation by the CSSF and the Central Bank of Ireland.

[removed: The FCA recently established Sustainability Disclosure Requirements and] [added: In 2024,] we [removed: are reviewing] [added: updated] the applicable product, marketing and other [added: materials of our U.K. funds in line with the FCA’s new Sustainability Disclosure Requirements and we are preparing the first annual] disclosure [removed: requirements] for [added: funds with sustainability characteristics for] compliance with the December [removed: 2024] [added: 2025] deadline.

We offer a significant number of EU UCITS to U.K. retail investors which [removed: will need to apply for registration] [added: have registered] under the U.K.’s new Offshore Funds Regime [removed: by mid-2025 in order] to continue such offerings.

We await a further consultation from the U.K. Treasury as to how such funds may in the future also be covered by the [added: FCA’s] Sustainability Disclosure Requirements.

Arrangements with non-independent advisers have also been affected, as narrower rules around the requirement that any commission reflect an enhancement of the service to customers [removed: come] [added: came] into effect, along with a prescriptive list of permissible non-monetary benefits.

The interpretation of the inducements rules has also resulted in major changes to how fund managers finance investment research with many firms, including [removed: ours.][added: ours, though changes to those rules are due to take effect in 2026 and the impact of such changes remains to be seen.]

While CSDD does not currently apply to investment funds, the European Commission is required to consider the merits of potentially extending the requirements to [removed: funds within the next two years.][added: funds.]

The mandate of Canadian securities regulatory authorities is generally to protect investors; to foster fair, efficient and competitive capital markets; to foster capital [added: formation; and to contribute to the stability of the financial system and the reduction of systemic risk.]

OVERVIEW

| Equity | | | | | | $ | 391.8 | | | | | $ | 120.7 | | | | | $ | 48.0 | | | | | $ | 107.4 | | | | | $ | 18.3 | | | | | $ | 686.2 | | | | | 41 | | % |

| Fixed Income | | | | | | 159.2 | | | | | | 62.4 | | | | | | 162.5 | | | | | | 31.6 | | | | | | 23.0 | | | | | | 438.7 | | | | | | 26 | | % |

| Alternative | | | | | | 152.7 | | | | | | 88.7 | | | | | | 21.7 | | | | | | 0.6 | | | | | | 0.2 | | | | | | 263.9 | | | | | | 16 | | % |

| Multi-Asset | | | | | | 101.4 | | | | | | 14.1 | | | | | | 4.8 | | | | | | 24.9 | | | | | | 48.7 | | | | | | 193.9 | | | | | | 12 | | % |

| Cash Management | | | | | | 46.3 | | | | | | 31.3 | | | | | | 0.9 | | | | | | — | | | | | | — | | | | | | 78.5 | | | | | | 5 | | % |

| Total | | | | | | $ | 851.4 | | | | | $ | 317.2 | | | | | $ | 237.9 | | | | | $ | 164.5 | | | | | $ | 90.2 | | | | | $ | 1,661.2 | | | | | 100 | | % |

subsidiaries where applicable.

*Sustainability*.

These rules remain stayed and subject to ongoing legal challenges.

As the regulatory focus on privacy continues to intensify and laws and regulations concerning the management of personal

On August 7, 2025, President Trump issued an Executive Order to facilitate the ability of participants in 401(k) and other defined contribution plans to obtain exposure to alternative assets, including private equity, real estate, and digital assets.

The amendments require all private fund advisers to report additional information about themselves and the funds they advise, including assets under management, withdrawal and redemption rights, gross and net asset value, inflows and outflows, borrowings and types of creditors, beneficial ownership, and fund performance.

Hedge fund advisers are subject to additional reporting requirements with respect to the funds they advise, including information about investment strategies, counterparty exposures, and trading and clearing mechanisms.

Large hedge fund advisers that report on qualifying hedge fund assets are required to report more detailed information about investment exposures, borrowing and counterparty exposure, market factor effects, currency exposure, turnover, country and industry exposure, central clearing counterparty reporting, risk metrics, investment performance, portfolio liquidity, and financing and investor liquidity.

The compliance date for the amended reporting requirements has been extended, most recently until October 2026.

The SEC has indicated that, during the further extension period, it will continue its substantive review of the amendments and Form PF more generally.

As extended in April 2025, compliance with the rules is required for larger fund complexes by June 2026.

*Digital Assets.* Regulatory attention to digital assets—including cryptocurrencies, stablecoins, tokenized securities and other distributed ledger instruments—has continued to intensify across jurisdictions.

Current U.S. leadership has

shown greater support for financial technology innovation and activity.

In July 2025, the U.S. enacted legislation governing the issuance and regulatory oversight of payment stablecoins.

Congress is considering legislation that would allocate primary oversight of most other digital asset activities between the SEC and CFTC.

Also in July 2025, the President’s Working Group on Digital Asset Markets issued a report that includes numerous legislative and regulatory recommendations.

The SEC, CFTC, and other agencies have begun implementing these recommendations.

Internationally, the EU’s Markets in Crypto-Assets Regulation became fully applicable in late 2024, and the United Kingdom, Singapore, Hong Kong and Japan have introduced or strengthened licensing, prudential and consumer-protection rules for crypto-asset service providers.

Although the expanding regulatory framework raises legal, compliance and operational challenges for firms, the anticipated clarity and predictability around permissible digital asset activities is broadly positive for the market and its participants.

The European Commission is currently reviewing SFDR and expected to propose major changes before the end of 2025.

With a fresh political focus on encouraging economic growth and regulatory simplification, a fundamental review of both CSDD and the EU’s Corporate Sustainability Reporting Directive (“CSRD”) began early in 2025 and continues, and the implementation deadlines for both CSDD and CSRD have been pushed back to allow for resolution of that process.

As a global asset manager, we are committed to building and maintaining an inclusive workplace that respects and values all employees, To support our efforts, we have established dedicated resources and a global governance structure.

We support our business resource groups, regional executive councils, partnerships, programs and other practices that align with this focus.

We have developed strategies and initiatives anchored in our core values to prioritize attracting and retaining top talent, promoting an inclusive workplace, driving good decision-making and igniting innovation, all of which we believe are important to our long-term success.

GENERAL

We may perform services directly or through third parties.

| Equity | | | | | | $ | 359.1 | | | | | $ | 101.9 | | | | | $ | 60.7 | | | | | $ | 94.4 | | | | | $ | 16.0 | | | | | $ | 632.1 | | | | | 38 | | % |

| Fixed Income | | | | | | 179.1 | | | | | | 63.9 | | | | | | 251.3 | | | | | | 34.1 | | | | | | 28.0 | | | | | | 556.4 | | | | | | 33 | | % |

| Alternative | | | | | | 145.9 | | | | | | 79.8 | | | | | | 23.9 | | | | | | 0.2 | | | | | | 0.1 | | | | | | 249.9 | | | | | | 15 | | % |

| Multi-Asset | | | | | | 99.9 | | | | | | 10.9 | | | | | | 4.6 | | | | | | 16.6 | | | | | | 44.2 | | | | | | 176.2 | | | | | | 10 | | % |

| Cash Management | | | | | | 33.0 | | | | | | 30.0 | | | | | | 1.0 | | | | | | — | | | | | | — | | | | | | 64.0 | | | | | | 4 | | % |

| Total | | | | | | $ | 817.0 | | | | | $ | 286.5 | | | | | $ | 341.5 | | | | | $ | 145.3 | | | | | $ | 88.3 | | | | | $ | 1,678.6 | | | | | 100 | | % |

Our services also include management of our ETF platforms.

*Sustainable Investing and ESG, and Climate-Related Disclosure*.

Also, the SEC has increased its focus on disclosure and compliance related to ESG strategies of investment advisers and funds.

*Derivatives and Other Financial Products.* Regulators continue to review practices and regulations relating to the use of futures, swaps and other derivatives, which could result in further restrictions and limitations on the use of such products.

In October 2020, the SEC adopted new rules governing the use of derivatives by certain registered investment companies, including certain mutual funds, designed to address investor protection concerns, which became effective in August 2022.

Key aspects of the new framework include, among other things, value at risk limits on a fund entering into derivatives transactions, required risk management program, and further fund board oversight, reporting and compliance requirements.

The EU and other countries have adopted and implemented, or are in the process of adopting or implementing, similar and additional requirements.

There is the risk that full mutual recognition may not be achieved between the various regulators, which may cause us to incur duplicate regulation and transaction costs.

The amendments require (i) current and quarterly reporting by large hedge fund advisers regarding certain events that may indicate stress at a fund or signal broader systemic risk; and (ii) enhanced reporting by large private equity advisers to allow the FSOC to monitor systemic risk.

The amendments also require large private equity fund advisers to report information on general partner and limited partner clawbacks on an annual basis as well as additional information on their strategies and borrowings as a part of their annual filing.

The current and quarterly event reporting requirements became effective in November 2023 and the remaining amendments became effective in May 2024.

*Money Market Fund Reforms*.

The regulatory structure governing U.S. money market funds was previously reformed to address perceived systemic risks of money market funds relating to fund stability and investor risks, including allowing certain funds to impose liquidity fees and redemption gates under certain circumstances.

In July 2023, the SEC adopted additional rule and form amendments concerning money market funds registered under the Investment Company Act, intended to address problems experienced by certain money market funds in connection with the COVID-19 pandemic.

The new and amended rules were phased in through October 2024 and, among other changes, impose increased minimum liquidity requirements, impose mandatory liquidity fees on institutional prime and institutional tax-exempt funds under certain circumstances, eliminate redemption gates, and permit share cancellation measures during periods of negative

interest rates.

In addition, the Form PF was further amended to require additional information regarding the private liquidity funds that an investment manager advises.

Compliance with the rules is required effective in December 2025.

formation; and to contribute to the stability of the financial system and the reduction of systemic risk.

At a team level, our performance management system supports ongoing, active discussion about goals and objectives.

Recognizing the importance of diversity, equity, and inclusion (“DEI”) is a priority in our organization.

We believe that our ability to attract, develop and retain a diverse and highly-skilled workforce is important to our long-term success.

We have developed DEI strategies and initiatives anchored in our core values.

To support our DEI efforts, we have allocated dedicated resources for DEI, established a global governance structure, and have established research-based DEI policies and procedures.

We believe that our commitment to creating and maintaining a diverse workforce, including backgrounds and perspectives, makes us a better place to work and a more resilient business.

We value an inclusive culture that leverages the expertise and perspectives of our diverse workforce as an important factor in our ability to deliver innovative and relevant client solutions in a dynamic marketplace.

Incorporated herein by reference is information regarding certain legal proceedings and regulatory matters in which we are involved as set forth under “Legal Proceedings” contained in Note [removed: 16] [added: 15] – Commitments and Contingencies in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report.

For the fiscal year ended September 30, [removed: 2024][added: 2025]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) [removed: ☒][added: ☐]

The aggregate market value of the voting common equity (“common stock”) held by non-affiliates of the registrant, as of March 31, [removed: 2024] [added: 2025] (the last business day of registrant’s second quarter of fiscal year [removed: 2024),] [added: 2025),] was [removed: $8.7] [added: $5.9] billion based upon the last sale price reported for such date on the New York Stock Exchange.

Number of shares of the registrant’s common stock outstanding at October 31, [removed: 2024: 523,667,677.][added: 2025: 520,970,580.]

Certain portions of the registrant’s definitive proxy statement for its annual meeting of stockholders, to be filed with the Securities and Exchange Commission within 120 days after September 30, [removed: 2024,] [added: 2025,] are incorporated by reference into Part III of this report.

| | | | ITEM 1. | | | [removed: [BUSINESS](#ice7b09ecc9c64e97856a42ca42341b17_16)] [added: [BUSINESS](#i30b74bbed1e24f56a17dcb694f629ea4_16)] | | | [removed: [3](#ice7b09ecc9c64e97856a42ca42341b17_13)] [added: [3](#i30b74bbed1e24f56a17dcb694f629ea4_13)] | | |

| | | | ITEM 1A. | | | [RISK [removed: FACTORS](#ice7b09ecc9c64e97856a42ca42341b17_40)] [added: FACTORS](#i30b74bbed1e24f56a17dcb694f629ea4_40)] | | | [removed: [16](#ice7b09ecc9c64e97856a42ca42341b17_40)] [added: [16](#i30b74bbed1e24f56a17dcb694f629ea4_40)] | | |

| | | | ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#ice7b09ecc9c64e97856a42ca42341b17_43)] [added: COMMENTS](#i30b74bbed1e24f56a17dcb694f629ea4_43)] | | | [removed: [26](#ice7b09ecc9c64e97856a42ca42341b17_43)] [added: [27](#i30b74bbed1e24f56a17dcb694f629ea4_43)] | | |

| | | | ITEM 2. | | | [removed: [PROPERTIES](#ice7b09ecc9c64e97856a42ca42341b17_46)] [added: [PROPERTIES](#i30b74bbed1e24f56a17dcb694f629ea4_49)] | | | [removed: [28](#ice7b09ecc9c64e97856a42ca42341b17_46)] [added: [29](#i30b74bbed1e24f56a17dcb694f629ea4_49)] | | |

| | | | ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#ice7b09ecc9c64e97856a42ca42341b17_49)] [added: PROCEEDINGS](#i30b74bbed1e24f56a17dcb694f629ea4_52)] | | | [removed: [28](#ice7b09ecc9c64e97856a42ca42341b17_49)] [added: [29](#i30b74bbed1e24f56a17dcb694f629ea4_52)] | | |

| | | | ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#ice7b09ecc9c64e97856a42ca42341b17_52)] [added: DISCLOSURES](#i30b74bbed1e24f56a17dcb694f629ea4_55)] | | | [removed: [28](#ice7b09ecc9c64e97856a42ca42341b17_52)] [added: [29](#i30b74bbed1e24f56a17dcb694f629ea4_55)] | | |

| | | | [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#ice7b09ecc9c64e97856a42ca42341b17_55)] [added: OFFICERS](#i30b74bbed1e24f56a17dcb694f629ea4_58)] | | | | | | [removed: [29](#ice7b09ecc9c64e97856a42ca42341b17_55)] [added: [30](#i30b74bbed1e24f56a17dcb694f629ea4_58)] | | |

| | | | ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#ice7b09ecc9c64e97856a42ca42341b17_61)] [added: SECURITIES](#i30b74bbed1e24f56a17dcb694f629ea4_64)] | | | [removed: [31](#ice7b09ecc9c64e97856a42ca42341b17_61)] [added: [32](#i30b74bbed1e24f56a17dcb694f629ea4_64)] | | |

| | | | ITEM 6. | | | [removed: [\[RESERVED\]](#ice7b09ecc9c64e97856a42ca42341b17_64)] [added: [\[RESERVED\]](#i30b74bbed1e24f56a17dcb694f629ea4_67)] | | | [removed: [31](#ice7b09ecc9c64e97856a42ca42341b17_64)] [added: [32](#i30b74bbed1e24f56a17dcb694f629ea4_67)] | | |

| | | | ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ice7b09ecc9c64e97856a42ca42341b17_67)] [added: OPERATIONS](#i30b74bbed1e24f56a17dcb694f629ea4_70)] | | | [removed: [31](#ice7b09ecc9c64e97856a42ca42341b17_67)] [added: [32](#i30b74bbed1e24f56a17dcb694f629ea4_70)] | | |

| | | | ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#ice7b09ecc9c64e97856a42ca42341b17_142)] [added: RISK](#i30b74bbed1e24f56a17dcb694f629ea4_148)] | | | [removed: [54](#ice7b09ecc9c64e97856a42ca42341b17_142)] [added: [56](#i30b74bbed1e24f56a17dcb694f629ea4_148)] | | |

| | | | ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ice7b09ecc9c64e97856a42ca42341b17_145)] [added: DATA](#i30b74bbed1e24f56a17dcb694f629ea4_151)] | | | [removed: [56](#ice7b09ecc9c64e97856a42ca42341b17_145)] [added: [58](#i30b74bbed1e24f56a17dcb694f629ea4_151)] | | |

| | | | ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#ice7b09ecc9c64e97856a42ca42341b17_268)] [added: DISCLOSURE](#i30b74bbed1e24f56a17dcb694f629ea4_274)] | | | [removed: [99](#ice7b09ecc9c64e97856a42ca42341b17_268)] [added: [98](#i30b74bbed1e24f56a17dcb694f629ea4_274)] | | |

| | | | ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#ice7b09ecc9c64e97856a42ca42341b17_271)] [added: PROCEDURES](#i30b74bbed1e24f56a17dcb694f629ea4_277)] | | | [removed: [99](#ice7b09ecc9c64e97856a42ca42341b17_271)] [added: [98](#i30b74bbed1e24f56a17dcb694f629ea4_277)] | | |

| | | | ITEM 9B. | | | [OTHER [removed: INFORMATION](#ice7b09ecc9c64e97856a42ca42341b17_274)] [added: INFORMATION](#i30b74bbed1e24f56a17dcb694f629ea4_280)] | | | [removed: [99](#ice7b09ecc9c64e97856a42ca42341b17_274)] [added: [98](#i30b74bbed1e24f56a17dcb694f629ea4_280)] | | |

| | | | ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#ice7b09ecc9c64e97856a42ca42341b17_277)] [added: INSPECTIONS](#i30b74bbed1e24f56a17dcb694f629ea4_283)] | | | [removed: [99](#ice7b09ecc9c64e97856a42ca42341b17_277)] [added: [98](#i30b74bbed1e24f56a17dcb694f629ea4_283)] | | |

| | | | ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#ice7b09ecc9c64e97856a42ca42341b17_283)] [added: GOVERNANCE](#i30b74bbed1e24f56a17dcb694f629ea4_289)] | | | [removed: [100](#ice7b09ecc9c64e97856a42ca42341b17_283)] [added: [99](#i30b74bbed1e24f56a17dcb694f629ea4_289)] | | |

| | | | ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#ice7b09ecc9c64e97856a42ca42341b17_286)] [added: COMPENSATION](#i30b74bbed1e24f56a17dcb694f629ea4_292)] | | | [removed: [100](#ice7b09ecc9c64e97856a42ca42341b17_286)] [added: [99](#i30b74bbed1e24f56a17dcb694f629ea4_292)] | | |

| | | | ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#ice7b09ecc9c64e97856a42ca42341b17_289)] [added: MATTERS](#i30b74bbed1e24f56a17dcb694f629ea4_295)] | | | [removed: [100](#ice7b09ecc9c64e97856a42ca42341b17_289)] [added: [99](#i30b74bbed1e24f56a17dcb694f629ea4_295)] | | |

| | | | ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#ice7b09ecc9c64e97856a42ca42341b17_292)] [added: INDEPENDENCE](#i30b74bbed1e24f56a17dcb694f629ea4_298)] | | | [removed: [101](#ice7b09ecc9c64e97856a42ca42341b17_292)] [added: [100](#i30b74bbed1e24f56a17dcb694f629ea4_298)] | | |

| | | | ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#ice7b09ecc9c64e97856a42ca42341b17_295)] [added: SERVICES](#i30b74bbed1e24f56a17dcb694f629ea4_301)] | | | [removed: [101](#ice7b09ecc9c64e97856a42ca42341b17_295)] [added: [100](#i30b74bbed1e24f56a17dcb694f629ea4_301)] | | |

| | | | ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#ice7b09ecc9c64e97856a42ca42341b17_301)] [added: SCHEDULES](#i30b74bbed1e24f56a17dcb694f629ea4_307)] | | | [removed: [102](#ice7b09ecc9c64e97856a42ca42341b17_301)] [added: [101](#i30b74bbed1e24f56a17dcb694f629ea4_307)] | | |

| | | | ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#ice7b09ecc9c64e97856a42ca42341b17_304)] [added: SUMMARY](#i30b74bbed1e24f56a17dcb694f629ea4_310)] | | | [removed: [102](#ice7b09ecc9c64e97856a42ca42341b17_304)] [added: [101](#i30b74bbed1e24f56a17dcb694f629ea4_310)] | | |

The initiation or unfavorable resolution of legal proceedings or other claims and regulatory and other governmental investigations or inquiries, including the Western Asset Management investigations described under the heading “Risk Factors” and in “Note [removed: 16] [added: 15] - Commitments and Contingencies” to our audited financial statements contained herein, may result in [added: additional costs,] monetary [removed: judgments or] [added: judgments,] settlements or other remedies, including fines, penalties, restitution and/or alterations in our business practices or those of our specialist investment managers.

In addition, these matters may cause reputational harm to us or our specialist investment managers and could result in additional expenses and collateral costs, outflows [added: of assets under management] or other financial impacts that could materially affect our results of operations and the price of our common stock.

| [PART I](#i30b74bbed1e24f56a17dcb694f629ea4_10) | | | | | | | | | | | |

| | | | ITEM 1C. | | | [CYBERSECURITY](#i30b74bbed1e24f56a17dcb694f629ea4_46) | | | 27 | | |

| [PART II](#i30b74bbed1e24f56a17dcb694f629ea4_61) | | | | | | | | | | | |

| [PART III](#i30b74bbed1e24f56a17dcb694f629ea4_286) | | | | | | | | | | | |

| [PART IV](#i30b74bbed1e24f56a17dcb694f629ea4_304) | | | | | | | | | | | |

| [EXHIBIT INDEX](#i30b74bbed1e24f56a17dcb694f629ea4_313) | | | | | | | | | [101](#i30b74bbed1e24f56a17dcb694f629ea4_313) | | |

| [SIGNATURES](#i30b74bbed1e24f56a17dcb694f629ea4_316) | | | | | | | | | [104](#i30b74bbed1e24f56a17dcb694f629ea4_316) | | |

| [PART I](#ice7b09ecc9c64e97856a42ca42341b17_10) | | | | | | | | | | | |

| | | | ITEM 1C. | | | [C](#ice7b09ecc9c64e97856a42ca42341b17_1649267444235)[YBERSECURITY](#ice7b09ecc9c64e97856a42ca42341b17_1649267444235) | | | 27 | | |

| [PART II](#ice7b09ecc9c64e97856a42ca42341b17_58) | | | | | | | | | | | |

| [PART III](#ice7b09ecc9c64e97856a42ca42341b17_280) | | | | | | | | | | | |

| [PART IV](#ice7b09ecc9c64e97856a42ca42341b17_298) | | | | | | | | | | | |

| [EXHIBIT INDEX](#ice7b09ecc9c64e97856a42ca42341b17_307) | | | | | | | | | [102](#ice7b09ecc9c64e97856a42ca42341b17_307) | | |

| [SIGNATURES](#ice7b09ecc9c64e97856a42ca42341b17_310) | | | | | | | | | [105](#ice7b09ecc9c64e97856a42ca42341b17_310) | | |

Detection and Analysis*.* Cybersecurity incidents may be detected through a variety of means, which include, but are not limited to, automated event-detection notifications or similar technologies [removed: which] [added: that] are monitored by our security operations team, as well as notifications from employees or third-party providers.

Once a cybersecurity incident is identified, including third-party cybersecurity events, our incident response team investigates the incident, determines the nature of the event and assesses the severity of the [removed: event] [added: event, including any operational impact] and sensitivity of any compromised data.

Once a cybersecurity incident is contained, we focus on remediation and recovery [removed: activities] [added: activities,] which depend on the nature of the cybersecurity incident.

We have relationships with third-party providers to assist with cybersecurity containment and remediation efforts, including for [removed: example] [added: example,] forensic [removed: investigations,] [added: investigations] and incident response management.

Our CSO reports directly to our Chief Risk and Transformation Officer, each of whom has extensive experience in information security and risk [added: management.]

We are not aware of any cybersecurity threats or incidents that have materially impacted us during the fiscal year ended September 30, [removed: 2024,] [added: 2025,] or that are reasonably likely to materially affect our business, including our business strategy, results of operations or financial condition.

We routinely face risks of cybersecurity incidents, whether through attempted or actual: cyber-attacks or cyber intrusions, ransomware and other forms of malware, computer viruses, attachments to emails, [added: individual or brand impersonation,] phishing, extortion or other scams.

Although we make efforts to maintain the security and integrity of our systems, these systems and the proprietary, confidential and personal information that resides on or is transmitted through [removed: them] [added: them,] are subject to the risk of a cybersecurity incident or disruption, and there can be no assurances regarding the effectiveness of our security efforts and measures or those of our third-party providers who have access to, transmit, or store such data.

management.

We lease excess owned space to third parties under leases with terms through [removed: 2035.][added: 2036.]

| St. Petersburg, Florida | | | | | | 560,948 | | | | | | [removed: 379,762] [added: 392,458] | | |

| Rancho Cordova, California | | | | | | 445,023 | | | | | | [removed: 55,770] [added: 47,556] | | |

We lease office space in [removed: 17] [added: 16] states in the U.S. and Washington, D.C., and internationally, including Australia, Brazil, Canada, the People’s Republic of China (including Hong Kong), Germany, India, Japan, Luxembourg, Mexico, Singapore, South Korea, United Arab Emirates and the U.K. As of September 30, [removed: 2024,] [added: 2025,] we leased and occupied approximately [removed: 2,514,000] [added: 2,022,000] square feet of office space worldwide, and subleased to third parties approximately [removed: 177,000] [added: 185,000] square feet of excess leased space.

| Other | | | | | | 75,239 | | | | | | 11,350 | | |

| Total | | | | | | 2,677,753 | | | | | | 1,093,776 | | |

| Other | | | | | | 95,883 | | | | | | 11,306 | | |

| Total | | | | | | 2,698,397 | | | | | | 1,089,250 | | |

Age [removed: 60][added: 61]

[removed: President of Franklin since December 2016, and] Chief Executive Officer and director of Franklin since February 2020; formerly, [added: President of Franklin from December 2016 to October 2025,] Chief Operating Officer of Franklin from February 2017 to February 2020, Co-President of Franklin from October 2015 to December 2016, Executive Vice President and Chief Operating Officer of Franklin from March 2010 to September 2015, Executive Vice President – Operations and Technology of Franklin from December 2005 to March 2010, and Senior Vice President and Chief Information Officer of Franklin from May 2003 to December 2005; officer and/or director of certain subsidiaries of Franklin; officer, director and/or trustee of certain funds registered as investment companies managed or advised by subsidiaries of Franklin.

Age [removed: 63][added: 64]

Age [removed: 84][added: 85]

Age [removed: 56][added: 58]

Executive Vice President and General Counsel of Franklin since May 2022 and [removed: Corporate] [added: Assistant] Secretary since [added: December 2024; formerly, Corporate Secretary from] July [removed: 2021, and] [added: 2021 to December 2024;] oversaw global regulatory compliance of Franklin as Deputy General Counsel from August 2020 to May 2022; officer and/or director of certain subsidiaries of Franklin.

[removed: Executive Vice President and Head of Public Markets] [added: Co-President] of Franklin since [removed: February 2023] [added: October 2025] and [removed: executive officer] [added: Head] of [added: Public Market Investments of] Franklin since October 2022; Chairman since 2014 and Chief Executive Officer and President since 2012 of ClearBridge Investments, LLC, a subsidiary of Franklin; officer and/or director of certain other subsidiaries of Franklin.

Formerly, [added: Executive Vice President of Franklin from October 2022 to October 2025,] Chief Operating Officer and Chief Financial Officer of ClearBridge from 2006 to 2011, Chief Financial Officer of Citigroup Asset Management [removed: (a] [added: a] financial services [removed: firm)] [added: firm] from 2005 to 2006 and Director of Planning from 2000 to 2005; and business Controller for various product lines at Citigroup’s Corporate and Investment Bank from 1997 to 2000.

Age [removed: 52][added: 58]

[removed: Executive Vice President and] [added: Co-President of Franklin since October 2025,] Chief Financial Officer of Franklin since May 2019 and Chief Operating Officer since April 2022; officer and/or director of certain subsidiaries of Franklin.

Formerly, [added: Executive Vice President of Franklin from May 2019 to October 2025, and formerly] with Citigroup, Inc. [removed: (a] [added: a] financial services [removed: firm)] [added: firm] from 1995 to May 2019, as Managing Director, Global Head of Financial Institutions, Corporate Banking, and Global Head of Asset Management, Corporate and Investment Banking, from 2017 to May 2019, as Managing Director, Co-Head, Financial Institutions Corporate and Investment Banking, North America, and Global Head of Asset Management, Corporate and Investment Banking, from 2014 to 2017, as Managing Director, Co-Head, North America, Financial Institutions Corporate and Investment Banking from 2011 to 2014, as Managing Director and Co-Head, North America, Financial Institutions Corporate Banking from 2007 to 2011, and as Managing Director and Co-Head of Asset Management Banking from 2006 to 2007.

Daniel Gamba

Co-President and Chief Commercial Officer of Franklin since October 2025; formerly, President of Northern Trust Asset Management and Executive Vice President of Northern Trust Corporation financial services firms from April 2023 to September 2025; and formerly spent over two decades at Blackrock, Inc. financial services firm where, among other roles, he served as Co-Head of Fundamental Equities from 2020 to February 2023, Global Head of Active Equity Product Strategy from 2016 to 2020, and Head of Americas Institutional iShares Business and Co-Head iShares U.S. from 2011 to 2016.

Age 53

Alok Sethi

Executive Vice President and Head of Global Operations of Franklin since February 2023; formerly, Executive Vice President, Technology and Operations, of Franklin from October 2021 to February 2023; officer and/or director of various investment adviser, operations, and technology related subsidiaries of Franklin for more than the past five years, including as Senior Vice President of Franklin Advisers, Inc., Franklin Templeton Institutional, LLC and Templeton Investment Counsel, LLC since July 2014, and Vice President of Franklin Templeton Companies, LLC since June 2010.

Adam B.

Spector

Executive Vice President and Head of Global Distribution of Franklin since February 2023, responsible for global retail and institutional distribution, including marketing and product strategy; formerly, Managing Partner of Brandywine Global Investment Management, LLC from November 2014 to January 2024, responsible for the overall management of Brandywine including infrastructure, legal and compliance, business strategy, and sales and client service; Executive Vice President of Global Advisory Services of Franklin from October 2020 to February 2023; Managing Director of Brandywine from 2012 to 2014, Head of Marketing, Sales and Client Service of Brandywine from 2003 to 2014, and Senior Vice President of Client Service of Brandywine from 1997 to 2003; officer and/or director of certain other subsidiaries of Franklin.

Our common stock is traded on the NYSE under the ticker symbol “BEN.” At October 31, [removed: 2024,] [added: 2025,] there were [removed: 2,353] [added: 2,231] stockholders of record of our common stock.

The following table provides information with respect to the shares of our common stock that we repurchased during the three months ended September 30, [removed: 2024.][added: 2025.]

In December 2023, our Board of Directors authorized the repurchase of up to an additional 27.2 million shares of our common stock in either open market or private transactions, for a total of up to 40.0 million shares available for repurchase under the stock repurchase [removed: program.][added: program as of such authorization date.]

| July 2025 | | | | | | 348,101 | | | | | | $ | 24.01 | | | | | 348,101 | | | | | | 21,539,529 | | |

| August 2025 | | | | | | 2,283,211 | | | | | | 25.65 | | | | | | 2,283,211 | | | | | | 19,256,318 | | |

| September 2025 | | | | | | 6,629 | | | | | | 24.66 | | | | | | 6,629 | | | | | | 19,249,689 | | |

| Total | | | | | | 2,637,941 | | | | | | | | | | | | 2,637,941 | | | | | | | | |

| July 2024 | | | | | | 766,410 | | | | | | $ | 22.88 | | | | | 766,410 | | | | | | 34,066,486 | | |

| August 2024 | | | | | | 2,740,416 | | | | | | 20.63 | | | | | | 2,740,416 | | | | | | 31,326,070 | | |

| September 2024 | | | | | | 1,388,446 | | | | | | 20.39 | | | | | | 1,388,446 | | | | | | 29,937,624 | | |

| Total | | | | | | 4,895,272 | | | | | | | | | | | | 4,895,272 | | | | | | | | |

Index of Consolidated Financial Statements for the fiscal years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#ice7b09ecc9c64e97856a42ca42341b17_151)] [added: Reporting](#i30b74bbed1e24f56a17dcb694f629ea4_157)] | | | | | | [removed: [57](#ice7b09ecc9c64e97856a42ca42341b17_151)] [added: [59](#i30b74bbed1e24f56a17dcb694f629ea4_157)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ice7b09ecc9c64e97856a42ca42341b17_154)] [added: Firm](#i30b74bbed1e24f56a17dcb694f629ea4_160)] (PCAOB ID 238) | | | | | | [removed: [58](#ice7b09ecc9c64e97856a42ca42341b17_154)] [added: [60](#i30b74bbed1e24f56a17dcb694f629ea4_160)] | | |

| [Consolidated Statements of Income for the fiscal years ended September [removed: 30, 2024, 2023 and 2022](#ice7b09ecc9c64e97856a42ca42341b17_157)] [added: 30,](#i30b74bbed1e24f56a17dcb694f629ea4_163) [2025](#i30b74bbed1e24f56a17dcb694f629ea4_163)[,](#i30b74bbed1e24f56a17dcb694f629ea4_163) [2024](#i30b74bbed1e24f56a17dcb694f629ea4_163) [and](#i30b74bbed1e24f56a17dcb694f629ea4_163) [2023](#i30b74bbed1e24f56a17dcb694f629ea4_163)] | | | | | | [removed: [62](#ice7b09ecc9c64e97856a42ca42341b17_157)] [added: [63](#i30b74bbed1e24f56a17dcb694f629ea4_163)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended September [removed: 30, 2024, 2023 and 2022](#ice7b09ecc9c64e97856a42ca42341b17_160)] [added: 30,](#i30b74bbed1e24f56a17dcb694f629ea4_166) [2025](#i30b74bbed1e24f56a17dcb694f629ea4_166)[,](#i30b74bbed1e24f56a17dcb694f629ea4_166) [2024](#i30b74bbed1e24f56a17dcb694f629ea4_166) [and](#i30b74bbed1e24f56a17dcb694f629ea4_166) [2023](#i30b74bbed1e24f56a17dcb694f629ea4_166)] | | | | | | [removed: [63](#ice7b09ecc9c64e97856a42ca42341b17_160)] [added: [64](#i30b74bbed1e24f56a17dcb694f629ea4_166)] | | |

| [Consolidated Balance Sheets as of September [removed: 30, 2024 and 2023](#ice7b09ecc9c64e97856a42ca42341b17_163)] [added: 30,](#i30b74bbed1e24f56a17dcb694f629ea4_169) [2025](#i30b74bbed1e24f56a17dcb694f629ea4_169) [and](#i30b74bbed1e24f56a17dcb694f629ea4_169) [2024](#i30b74bbed1e24f56a17dcb694f629ea4_169)] | | | | | | [removed: [64](#ice7b09ecc9c64e97856a42ca42341b17_163)] [added: [65](#i30b74bbed1e24f56a17dcb694f629ea4_169)] | | |

| [Consolidated Statements of Stockholders’ Equity as of and for the fiscal years ended September [removed: 30, 2024, 2023 and 2022](#ice7b09ecc9c64e97856a42ca42341b17_169)] [added: 30,](#i30b74bbed1e24f56a17dcb694f629ea4_175) [2025](#i30b74bbed1e24f56a17dcb694f629ea4_175)[,](#i30b74bbed1e24f56a17dcb694f629ea4_175) [2024](#i30b74bbed1e24f56a17dcb694f629ea4_175) [and](#i30b74bbed1e24f56a17dcb694f629ea4_175) [2023](#i30b74bbed1e24f56a17dcb694f629ea4_175)] | | | | | | [removed: [65](#ice7b09ecc9c64e97856a42ca42341b17_169)] [added: [66](#i30b74bbed1e24f56a17dcb694f629ea4_175)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended September [removed: 30, 2024, 2023 and 2022](#ice7b09ecc9c64e97856a42ca42341b17_175)] [added: 30,](#i30b74bbed1e24f56a17dcb694f629ea4_181) [2025](#i30b74bbed1e24f56a17dcb694f629ea4_181)[,](#i30b74bbed1e24f56a17dcb694f629ea4_181) [2024](#i30b74bbed1e24f56a17dcb694f629ea4_181) [and](#i30b74bbed1e24f56a17dcb694f629ea4_181) [2023](#i30b74bbed1e24f56a17dcb694f629ea4_181)] | | | | | | [removed: [66](#ice7b09ecc9c64e97856a42ca42341b17_175)] [added: [67](#i30b74bbed1e24f56a17dcb694f629ea4_181)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ice7b09ecc9c64e97856a42ca42341b17_178)] [added: Statements](#i30b74bbed1e24f56a17dcb694f629ea4_184)] | | | | | | [removed: [68](#ice7b09ecc9c64e97856a42ca42341b17_178)] [added: [69](#i30b74bbed1e24f56a17dcb694f629ea4_184)] | | |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013).

Based on that assessment, management concluded that, as of September 30, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audits the Company’s consolidated financial statements, as stated in their report immediately following this report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2024.][added: 2025.]

We have audited the accompanying consolidated balance sheets of Franklin Resources, Inc. and its subsidiaries (the “Company”) as of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended September 30, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of [removed: management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

As described in Notes 1 and [removed: 14] [added: 13] to the consolidated financial statements, the Company had gross deferred tax assets of [removed: $1,131.6] [added: $1,097.2] million as of September 30, [removed: 2024,] [added: 2025,] reduced by a [removed: $290.5] [added: $297.1] million valuation allowance.

The principal considerations for our determination that performing procedures relating to the realizability of deferred tax assets is a critical audit matter are (i) the significant judgment by management when assessing the realizability of deferred tax assets and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence [removed: relating] [added: related] to management’s assessment of the realizability of deferred tax assets and management’s [removed: significant assumptions relating to] [added: assessment of] the timing of expiration, projected sources of taxable income, limitations on utilization under the statute, and effectiveness of prudent and feasible tax planning strategies.

These procedures also included, among [removed: others] [added: others,] (i) evaluating management’s assessment of the realizability of deferred tax assets and the need for a valuation allowance, (ii) evaluating the [removed: reasonableness] [added: positive and negative evidence to support the prudence and feasibility] of [removed: management’s significant assumptions] [added: the implementation of available tax planning strategies] related to timing of expiration, projected sources of taxable income, limitations on utilization under the statute and effectiveness of prudent and feasible tax planning strategies, [removed: (iii) evaluating the prudence] and [removed: feasibility of the implementation of available tax planning strategies, and (iv)] [added: (iii)] testing the completeness and accuracy of the underlying data used in management’s assessment of the realizability of deferred tax assets.

Valuation of the [removed: Investment Management Contracts Classified as] Indefinite-Lived Intangible [removed: Assets in] [added: Asset Associated with] the [removed: Putnam Acquisition][added: Management Contracts Managed by Western Asset Management]

[removed: Fair] [added: The fair] value of the [removed: acquired management contracts are] [added: indefinite-lived intangible asset was] based on the net present value (NPV) of estimated future cash flows attributable to the [added: management] contracts, which [removed: includes] [added: include] significant assumptions about the assets under management (AUM) growth rate, pre-tax profit margin, discount rate, average effective fee rate and effective tax rate.

The principal considerations for our determination that performing procedures relating to the valuation of the [removed: investment management contracts classified as] indefinite-lived intangible [removed: assets in] [added: asset associated with] the [removed: Putnam acquisition] [added: management contracts managed by WAM] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the indefinite-lived intangible [removed: assets acquired;] [added: asset associated with the management contracts managed by WAM;] (ii) a high degree of auditor judgment, [removed: subjectivity] [added: subjectivity,] and effort in performing procedures and evaluating management’s significant assumptions related to the AUM growth [removed: rate] [added: rate, pre-tax profit margin,] and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the valuation of the [removed: investment management contracts classified as] indefinite-lived intangible [removed: assets in] [added: asset associated with] the [removed: Putnam acquisition,] [added: management contracts managed by WAM,] including controls over development of the AUM growth [removed: rate] [added: rate, pre-tax profit margin,] and discount rate assumptions.

These procedures also included, among others, (i) [removed: reading the purchase agreement and evaluating management’s identification of the indefinite-lived intangible assets, (ii)] testing management’s process for [removed: identifying and] developing the fair value estimate of the indefinite-lived intangible [removed: assets acquired; (iii) evaluating the appropriateness of] [added: asset associated with] the [removed: NPV method, (iv)] [added: management contracts managed by WAM, (ii)] testing the completeness, accuracy, relevance and reliability of [added: certain] underlying data used in the NPV method, [removed: (v)] [added: and (iii)] evaluating the reasonableness of management’s significant assumption related to the AUM growth [removed: rate, which involved] [added: rate and pre-tax profit margin by] considering industry knowledge and data, current and past performance of the [removed: contracts,] [added: management contracts managed by WAM,] and consistency with evidence obtained in other areas of the [removed: audit, and; (vi)] [added: audit; and (iv)] involving professionals with specialized skill and knowledge to assist in evaluating the [added: appropriateness of the NPV method and the] reasonableness of the discount rate assumption.

As described in Notes 1 and [removed: 9] [added: 8] to the consolidated financial statements, the carrying value of the indefinite-lived intangible [removed: related to] [added: asset associated with] the [removed: mutual fund] [added: management] contracts managed by Western Asset Management (WAM) was [removed: $650.0 million as of September 30, 2024,] [added: $450.0 million,] net of an impairment of [removed: $389.2] [added: $200.0] million recognized during [removed: 2024.][added: 2025.]

[removed: These indefinite-lived] [added: Indefinite-lived] intangible assets are tested for impairment annually and when an event occurs or circumstances change that more likely than not reduce the fair value of the indefinite-lived intangible asset below its carrying value.

The fair [removed: value] [added: values] of the [added: reporting unit and] indefinite-lived intangible [removed: asset was] [added: assets are] based on the [removed: NPV] [added: net present value] of estimated future cash [removed: flows attributable to the contracts,] [added: flows,] which include [removed: significant] assumptions about the AUM growth rate, pre-tax profit margin, discount rate, average effective fee rate and effective tax rate.

| for the fiscal years ended September 30, | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Investment management fees | | | | | | $ | [removed: 6,822.2] [added: 6,981.8] | | | | | $ | [removed: 6,452.9] [added: 6,822.2] | | | | | $ | [removed: 6,616.8] [added: 6,452.9] | |

| Sales and distribution fees | | | | | | [removed: 1,381.0] [added: 1,474.7] | | | | | | [removed: 1,203.7] [added: 1,381.0] | | | | | | [removed: 1,415.0] [added: 1,203.7] | | |

| Shareholder servicing fees | | | | | | [removed: 229.3] [added: 264.5] | | | | | | [removed: 152.7] [added: 229.3] | | | | | | [removed: 193.0] [added: 152.7] | | |

| Other | | | | | | [removed: 45.5] [added: 49.7] | | | | | | [removed: 40.1] [added: 45.5] | | | | | | [removed: 50.5] [added: 40.1] | | |

| Total operating revenues | | | | | | [removed: 8,478.0] [added: 8,770.7] | | | | | | [removed: 7,849.4] [added: 8,478.0] | | | | | | [removed: 8,275.3] [added: 7,849.4] | | |

| Compensation and benefits | | | | | | [removed: 3,831.1] [added: 3,818.2] | | | | | | [removed: 3,494.0] [added: 3,831.1] | | | | | | [removed: 3,089.8] [added: 3,494.0] | | |

| Sales, distribution and marketing | | | | | | [removed: 1,863.1] [added: 2,010.9] | | | | | | [removed: 1,613.1] [added: 1,863.1] | | | | | | [removed: 1,845.6] [added: 1,613.1] | | |

| Information systems and technology | | | | | | [removed: 620.1] [added: 643.6] | | | | | | [removed: 505.0] [added: 620.1] | | | | | | [removed: 500.2] [added: 505.0] | | |

| Occupancy | | | | | | [removed: 325.4] [added: 286.3] | | | | | | [removed: 228.9] [added: 325.4] | | | | | | [removed: 218.9] [added: 228.9] | | |

| Amortization of intangible assets | | | | | | [removed: 338.2] [added: 406.5] | | | | | | [removed: 341.1] [added: 338.2] | | | | | | [removed: 282.0] [added: 341.1] | | |

| Impairment of intangible assets | | | | | | [removed: 389.2] [added: 226.6] | | | | | | [removed: —] [added: 389.2] | | | | | | — | | |

management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

| Nonredeemable noncontrolling interests | | | | | | 76.7 | | | | | | 15.2 | | | | | | 7.4 | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 524.9 | | | | | | | | | | | | 524.9 | | | | | | 76.7 | | | | | | 601.6 | | |

| Repurchase of common stock | | | | | | (10.7) | | | | | | (1.1) | | | | | | (239.2) | | | | | | — | | | | | | | | | | | | (240.3) | | | | | | | | | | | | (240.3) | | |

| Issuance of common stock | | | | | | 8.1 | | | | | | 0.8 | | | | | | 242.0 | | | | | | | | | | | | | | | | | | 242.8 | | | | | | | | | | | | 242.8 | | |

| Balance at September 30, 2025 | | | | | | 521.0 | | | | | | $ | 52.1 | | | | | $ | 956.8 | | | | | $ | 11,516.0 | | | | | $ | (447.1) | | | | | $ | 12,077.8 | | | | | $ | 929.0 | | | | | $ | 13,006.8 | |

| Amortization of intangible assets | | | | | | 406.5 | | | | | | 338.2 | | | | | | 341.1 | | |

| Non-cash purchase of investments | | | | | | 68.4 | | | | | | — | | | | | | — | | |

the NAV is available to the Company as an investor but is not publicly available) are not classified in the fair value hierarchy.

The fair value of cash-settled phantom stock

Interest on tax matters is recognized in interest expense.

*Recently Adopted Accounting Guidance*

The adoption of this amendment resulted in additional disclosures.

See Note 18 – Segment and Geographic Information.

The Company will elect the prospective approach and include the relevant disclosures in its Annual Report on Form 10-K for the fiscal year ending September 30, 2026.

In December 2023, the FASB issued an amendment to the existing intangible assets guidance.

The amendment requires eligible crypto assets to be measured at fair value, with changes recognized in net income, along with expanded disclosures.

The amendment is effective for the Company on October 1, 2025, and requires a modified-retrospective transition approach.

The Company will recognize a cumulative effective adjustment of approximately $26 million through retained earnings at adoption.

In September 2025, the FASB issued an amendment to the existing internal-use software guidance.

The amendment eliminates the project stage model and clarifies that capitalization of internal-use software costs commences when management has authorized and committed funding for the project and it is probable that software will be completed and used for its intended function.

The amendment allows for varying transition approaches and is effective for the Company on October 1, 2028, with early adoption permitted.

| Basic | | | | | | $ | 0.91 | | | | | $ | 0.85 | | | | | $ | 1.72 | |

| Diluted | | | | | | 0.91 | | | | | | 0.85 | | | | | | 1.72 | | |

| Investment management fees | | | | | | $ | 5,292.3 | | | | | $ | 894.4 | | | | | $ | 302.3 | | | | | $ | 214.8 | | | | | $ | 278.0 | | | | | $ | 6,981.8 | |

| Sales and distribution fees | | | | | | 1,042.2 | | | | | | 370.0 | | | | | | 22.7 | | | | | | 38.9 | | | | | | 0.9 | | | | | | 1,474.7 | | |

| Shareholder servicing fees | | | | | | 231.3 | | | | | | 31.2 | | | | | | 1.7 | | | | | | 0.3 | | | | | | — | | | | | | 264.5 | | |

| Other | | | | | | 48.4 | | | | | | 0.1 | | | | | | 1.1 | | | | | | — | | | | | | 0.1 | | | | | | 49.7 | | |

| Total | | | | | | $ | 6,614.2 | | | | | $ | 1,295.7 | | | | | $ | 327.8 | | | | | $ | 254.0 | | | | | $ | 279.0 | | | | | $ | 8,770.7 | |

| as of September 30, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Sponsored funds and separate accounts | | | | | | $ | 463.9 | | | | | $ | 305.2 | | | | | $ | 2.2 | | | | | $ | 38.3 | | | | | $ | 809.6 | |

| Other equity and debt investments | | | | | | 12.4 | | | | | | 9.4 | | | | | | 1.8 | | | | | | 29.2 | | | | | | 52.8 | | |

| Total Assets Measured at Fair Value | | | | | | $ | 729.7 | | | | | $ | 317.9 | | | | | $ | 4.0 | | | | | $ | 98.9 | | | | | $ | 1,150.5 | |

As of September 30, 2025, there were $29.0 million of other investments which were adjusted to fair value on a nonrecurring basis and excluded from the table above.

| as of September 30, | | | | | | 2025 | | | | | | 2024 | | | | | | | | |

| as of September 30, | | | | | | 2025 | | | | | | 2024 | | |

The Company recognized an impairment of an indefinite-lived intangible asset of $200.0 million during fiscal year 2025 related to certain contracts managed by Western Asset Management Company (“WAM”) primarily due to a decline in expected future growth rates and profit margins in the related AUM based on a shift to lower fee products resulting in lower discounted future cash flows generated from these management contracts.

The impairment reduced the carrying value of this asset to $450.0 million.

The Company also recognized impairment charges of $24.4 million related to certain other indefinite-lived intangible assets related to management contracts during fiscal year 2025.

During fiscal year 2025, the Company reclassified $223.9 million of certain indefinite-lived intangible assets related to management contracts to definite lived intangible assets, including $125.0 million related to WAM management contracts, and shortened the useful lives of certain trade name definite-lived intangible assets, primarily due to the planned retirement of the related brand names, lower expected future growth rates, and ongoing integration initiatives.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

On January 1, 2024, Franklin Resources, Inc. completed the acquisition of Putnam Investments (“Putnam”).

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.

Putnam represents approximately 8% of the Company’s consolidated total operating revenues for the fiscal year ended September 30, 2024.

Putnam assets, excluding associated goodwill and intangible assets, represent approximately 4% of the Company’s consolidated total assets, as of September 30, 2024.

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.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Putnam Investments from its assessment of internal control over financial reporting as of September 30, 2024 because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded Putnam Investments from our audit of internal control over financial reporting.

Putnam Investments total operating revenues and total assets excluded from management’s assessment and our audit of internal control over financial reporting represent 8 percent and 4 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended September 2024.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

As described in Notes 1 and 3 to the consolidated financial statements, on January 1, 2024, the Company acquired Putnam Investments.

The estimated fair value amounts recognized for the indefinite-lived intangible assets acquired amounted to $557.2 million.

Intangible assets acquired in business combinations consist primarily of investment management contracts and trade names.

Valuation of the Indefinite-Lived Intangible Asset Associated with the Mutual Fund Contracts Managed by Western Asset Management

The principal considerations for our determination that performing procedures relating to the valuation of the indefinite-lived intangible asset associated with the mutual fund contracts managed by WAM is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the mutual fund contracts managed by WAM; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the AUM growth rate and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the valuation of the indefinite-lived intangible asset associated with the mutual fund contracts managed by WAM, including controls over development of the AUM growth rate and discount rate assumptions.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the mutual fund contracts managed by WAM, (ii) evaluating the appropriateness of the NPV method, (iii) testing the completeness, accuracy, relevance and reliability of underlying data used in the NPV method, and (iv) evaluating the reasonableness of management’s significant assumption related to the AUM growth rate by considering industry knowledge and data, current and past performance of the mutual fund contracts managed by WAM, and consistency with evidence obtained in other areas of the audit; and (v) involving professionals with specialized skill and knowledge to assist in evaluating the reasonableness of the discount rate assumption.

November 12, 2024

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at October 1, 2021 | | | | | | 501.8 | | | | | | $ | 50.2 | | | | | $ | — | | | | | $ | 11,550.8 | | | | | $ | (377.6) | | | | | $ | 11,223.4 | | | | | $ | 587.2 | | | | | $ | 11,810.6 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 1,291.9 | | | | | | | | | | | | 1,291.9 | | | | | | 88.2 | | | | | | 1,380.1 | | |

| Repurchase of common stock | | | | | | (6.5) | | | | | | (0.6) | | | | | | (231.4) | | | | | | 51.2 | | | | | | | | | | | | (180.8) | | | | | | | | | | | | (180.8) | | |

| Issuance of common stock | | | | | | 4.3 | | | | | | 0.4 | | | | | | 171.4 | | | | | | | | | | | | | | | | | | 171.8 | | | | | | | | | | | | 171.8 | | |

| Acquisitions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 149.9 | | | | | | 149.9 | | |

During the quarter ended March 31, 2024, the Company identified that it did not eliminate the investment income from certain consolidated limited partnerships for the fiscal year ended September 30, 2023 (“fiscal year 2023”) resulting in offsetting adjustments to investment and other income, net and net income attributable to nonredeemable noncontrolling interest.

The Company is not entitled to the economic returns associated with the underlying investments held by these limited partnerships.

There is no impact on operating income, net income attributable to Franklin Resources, Inc., earnings per share, total assets, total liabilities, retained earnings or total shareholders’ equity.

There is no impact on the financial results attributable to the Company’s shareholders.

The Company has determined this did not result in a material misstatement to its previously issued consolidated financial statements.

For comparability, the Company has 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.

| *(in millions)* | | | | | | As Reported | | | | | | Adjustments | | | | | | As Revised | | |

| Operating Income | | | | | | $ | 1,102.3 | | | | | $ | — | | | | | $ | 1,102.3 | |

| Other income, net | | | | | | 313.4 | | | | | | (77.7) | | | | | | 235.7 | | |

| Income before taxes | | | | | | 1,415.7 | | | | | | (77.7) | | | | | | 1,338.0 | | |

| Net income | | | | | | 1,103.4 | | | | | | (77.7) | | | | | | 1,025.7 | | |

| Less: net income (loss) attributable to nonredeemable noncontrolling interest | | | | | | 85.1 | | | | | | (77.7) | | | | | | 7.4 | | |

| Net cash provided by (used in) operating activities | | | | | | $ | 1,138.7 | | | | | $ | (49.5) | | | | | $ | 1,089.2 | |

| Net cash used in investing activities | | | | | | (3,582.1) | | | | | | (28.2) | | | | | | (3,610.3) | | |

The Company’s management evaluated, with the participation of the Company’s principal executive and principal financial officers, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, [removed: 2024.][added: 2025.]

Based on their evaluation, the Company’s principal executive and principal financial officers concluded that the Company’s disclosure controls and procedures as of September 30, [removed: 2024] [added: 2025] were designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and (ii) accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate, to allow timely decisions regarding disclosure.

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, [removed: 2024,] [added: 2025,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audits the Company’s consolidated financial statements, as stated in their report which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2024.][added: 2025.]

On January 1, 2024, Franklin Resources, Inc. completed the acquisition of Putnam Investments (“Putnam”).

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.

Putnam represents approximately 8% of the Company’s consolidated total operating revenues for the fiscal year ended September 30, 2024.

Putnam assets, excluding associated goodwill and intangible assets, represent approximately 4% of the Company’s consolidated total assets, as of September 30, 2024.

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.

During the fiscal quarter ended September 30, [removed: 2024,] [added: 2025,] no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of Franklin adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

The other information required by this Item 10 is incorporated by reference from the information to be provided under the sections titled “Proposal No. 1: Election of Directors” and “Information about the Board and its Committees – The Audit Committee” from Franklin’s definitive proxy statement for its annual meeting of stockholders to be filed with the SEC within 120 days after September 30, [removed: 2024 (“2025] [added: 2025 (“2026] Proxy Statement”).

The information required by this Item 11 is incorporated by reference from the information to be provided under the sections of our [removed: 2025] [added: 2026] Proxy Statement titled “Director Fees,” “Compensation Discussion and Analysis” and “Executive Compensation.”

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.

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.

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.

The information required by this Item 12 is incorporated by reference from the information to be provided under the sections of our [removed: 2025] [added: 2026] Proxy Statement titled “Stock Ownership of Certain Beneficial Owners,” “Stock Ownership and Stock-Based Holdings of Directors and Executive Officers” and “Executive Compensation – Equity Compensation Plan Information.”

The information required by this Item 13 is incorporated by reference from the information to be provided under the sections of our [removed: 2025] [added: 2026] Proxy Statement titled “Proposal No. 1: Election of Directors – General,” “Corporate Governance – Director Independence Standards” and “Certain Relationships and Related Transactions.”

The information required by this Item 14 is incorporated by reference from the information to be provided under the section of our [removed: 2025] [added: 2026] Proxy Statement titled “Fees Paid to Independent Registered Public Accounting Firm.”

| 3.6 | | | | | | [Amended and Restated Bylaws of Registrant (as adopted and effective [removed: June 29, 2021),] [added: July 8, 2025),] incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on July [removed: 1, 2021] [added: 9, 2025] (File No. [removed: 001-09318)](https://www.sec.gov/Archives/edgar/data/0000038777/000003877721000127/exhibit317121.htm)] [added: 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877725000127/exhibit31amendedandresta.htm)] | | |

| [removed: 4.1] [added: 4.2] | | | | | | [Indenture, dated as of May 19, 1994, between Registrant and The Bank of New York Mellon Trust Company, N.A. (as successor to Chemical Bank), as trustee, incorporated by reference to Exhibit 4 to our Registration Statement on Form S-3 filed on April 14, 1994 (File No. 033-53147)](https://www.sec.gov/Archives/edgar/data/38777/0000909518-94-000072.txt) | | |

| [removed: 4.2] [added: 4.3] | | | | | | [First Supplemental Indenture, dated October 9, 1996, between Registrant and The Bank of New York Mellon Trust Company, N.A. (as successor to The Chase Manhattan Bank), as trustee, incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-3 filed on October 4, 1996 (File No. 333-12101)](https://www.sec.gov/Archives/edgar/data/38777/0000909518-96-000334.txt) | | |

| [removed: 4.3] [added: 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. 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000119312510125076/dex41.htm) | | |

| [removed: 4.13] [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. 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877720000203/exhibit41693020.htm) | | |

| 10.1 | | | | | | [removed: [Credit] [added: [Amended and Restated Credit] Agreement, dated as of [removed: July 25, 2023,] [added: 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 [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed on July 28, 2023] [added: 10-Q for the period ended March 31, 2025] (File No. [removed: 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000109/exhibit101revolvingcredi.htm)] [added: 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877725000075/exhibit10133125.htm)] | | |

| [removed: 10.9] [added: 10.10] | | | | | | [removed: [2023 Restricted] [added: [Amended and Restated Deferred Compensation] Fund [removed: Unit] Plan [removed: (effective October 18, 2023)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit10993023.htm)[,] [added: (as amended and restated effective August 15, 2023),] incorporated by reference to Exhibit [removed: 10.9] [added: 10.10] to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No. [removed: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit10993023.htm)] [added: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101093023.htm)] | | |

| [removed: 10.10] [added: 10.12] | | | | | | [removed: [Amended and Restated] [added: [ClearBridge Investments, LLC] Deferred [removed: Compensation Fund] [added: Incentive] Plan (as amended and restated effective [removed: August 15, 2023)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101093023.htm)[,] [added: February 10, 2023),] incorporated by reference to Exhibit [removed: 10.10] [added: 10.12] to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No. [removed: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101093023.htm)] [added: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101293023.htm)] | | |

| [removed: 10.12] [added: 10.18] | | | | | | [removed: [ClearBridge Investments, LLC Deferred Incentive Plan (as amended] [added: [Code of Ethics] and [removed: restated effective February 10, 2023)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101293023.htm)[,] [added: Business Conduct dated as of October 21, 2024,] incorporated by reference to Exhibit [removed: 10.12] [added: 10.18] to our Annual Report on Form 10-K for the fiscal year ended September 30, [removed: 2023] [added: 2024] (File No. [removed: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101293023.htm)] [added: 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit101893024.htm)] | | |

| 10.13 | | | | | | [Representative Form of Restrictive Covenants to Award Agreement for certain [added: equity] awards to executive officers of Registrant (filed [removed: herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit101393024.htm)] [added: herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit101393025.htm)] | | |

| 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 [removed: 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. 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit101293022.htm)] [added: Registrant (filed herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit101493025.htm)[*](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit101493025.htm)] | | |

| 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 [removed: 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. 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit101393022.htm)] [added: Registrant (filed herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit101593025.htm)[*](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit101593025.htm)] | | |

| 10.19 | | | | | | [Trading Blackout Policy dated as of December 11, [removed: 2012 (filed herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit101993024.htm)] [added: 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. 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit101993024.htm)] | | |

| 21 | | | | | | [List of Subsidiaries (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit2193024.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit2193025.htm)] | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting Firm (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit2393024.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit2393025.htm)] | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit31193024.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit31193025.htm)] | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit31293024.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit31293025.htm)] | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit32193024.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit32193025.htm)] | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit32293024.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit32293025.htm)] | | |

| 101 | | | | | | The following materials from Registrant’s Annual Report on Form 10‑K for the fiscal year ended September 30, [removed: 2024,] [added: 2025,] formatted in Inline Extensible Business Reporting Language (iXBRL), include: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related notes (filed herewith) | | |

| Date: | | | November [removed: 12, 2024] [added: 10, 2025] | | | By: | | | /s/ Matthew Nicholls | | |

| | | | | | | | | | Matthew Nicholls, [removed: Executive Vice President,] [added: Co-President,] Chief Financial Officer and Chief Operating Officer (Principal Financial Officer) | | |

| Date: | | | November [removed: 12, 2024] [added: 10, 2025] | | | By: | | | /s/ Lindsey H. Oshita | | |

| Date: | | | November [removed: 12, 2024] [added: 10, 2025] | | | By: | | | /s/ Jennifer M. Johnson | | |

| | | | | | | | | | Jennifer M. Johnson, [removed: President,] Chief Executive Officer and Director (Principal Executive Officer) | | |

| Date: | | | November [removed: 12, 2024] [added: 10, 2025] | | | By: | | | /s/ Mariann Byerwalter | | |

| Date: | | | November [removed: 12, 2024] [added: 10, 2025] | | | By: | | | /s/ Alexander S. Friedman | | |

| Date: | | | November [removed: 12, 2024] [added: 10, 2025] | | | By: | | | /s/ Gregory E. Johnson | | |

| Date: | | | November [removed: 12, 2024] [added: 10, 2025] | | | By: | | | /s/ Rupert H. Johnson, Jr. | | |

| Date: | | | November [removed: 12, 2024] [added: 10, 2025] | | | By: | | | /s/ John Y. Kim | | |

| Date: | | | November [removed: 12, 2024] [added: 10, 2025] | | | By: | | | /s/ Karen M. King | | |

| Date: | | | November [removed: 12, 2024] [added: 10, 2025] | | | By: | | | /s/ Anthony J. Noto | | |

| Date: | | | November [removed: 12, 2024] [added: 10, 2025] | | | By: | | | /s/ John W. Thiel | | |

| Date: | | | November [removed: 12, 2024] [added: 10, 2025] | | | By: | | | /s/ Seth H. Waugh | | |

| Date: | | | November [removed: 12, 2024] [added: 10, 2025] | | | By: | | | /s/ Geoffrey Y. Yang | | |

| 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. 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit10293024.htm) | | |

| 10.9 | | | | | | [2023 Restricted Fund Unit Plan (as amended and restated effective September](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit10993025.htm) [10](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit10993025.htm)[, 2025) (filed herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit10993025.htm)[*](https://www.sec.gov/Archives/edgar/data/38777/000003877725000238/exhibit10993025.htm) | | |

| Date: | | | November 10, 2025 | | | By: | | | /s/ Matthew Nicholls | | |

| | | | | | | | | | Matthew Nicholls, Co-President, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer) | | |

| Date: | | | November 10, 2025 | | | By: | | | /s/ Lindsey H. Oshita | | |

| 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. 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000119312515110928/d899710dex41.htm) | | |

| 10.2 | | | | | | [Non-Employee Director Compensation as of October](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit10293024.htm) [21](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit10293024.htm)[, 202](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit10293024.htm)[4 (filed her](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit10293024.htm)[e](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit10293024.htm)[with)*](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit10293024.htm) | | |

| 10.18 | | | | | | [Code of Ethics and Business Conduct dated as of October 21, 2024 (filed herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit101893024.htm) | | |