Material Agreement, Termination of Material Agreement (Form 8-K)

Second Amended and Restated Credit Agreement

On July 30, 2026 (the "Closing Date"), Franklin Resources, Inc., a Delaware corporation (the "Company"), entered into a Second Amended and Restated Credit Agreement (the "Second Amended and Restated Credit Agreement"), by and among the Company, as borrower, the financial institutions from time to time party thereto, as lenders, and Bank of America, N.A. ("Bank of America"), as administrative agent. Capitalized terms used and not defined herein have the meanings given to them in the Second Amended and Restated Credit Agreement.

The Second Amended and Restated Credit Agreement amends and restates the Company's existing revolving credit agreement to, among other things, increase the aggregate commitments and extend its maturity to July 30, 2031. The Second Amended and Restated Credit Agreement provides for a five-year revolving credit facility (the "Revolving Credit Facility") with $1,500,000,000 of aggregate commitments with the option to increase the aggregate commitments by a maximum of $500,000,000. As of the Closing Date, there was $700,000,000 outstanding under the Second Amended and Restated Credit Agreement.

Amounts outstanding under the Second Amended and Restated Credit Agreement bear interest at an annual rate equal to, at the option of the Company, either (i) a base rate (the "Base Rate") equal to the highest of (a) the federal funds rate plus 0.5%, (b) the prime rate of Bank of America, (c) Term SOFR for a 1-month interest period plus 1.00%, and (d) 1.00%; or (ii) Term SOFR (provided that Term SOFR shall not be less than 0.00%), plus an applicable margin ("Applicable Rate") that ranges from (x) in the case of loans bearing interest by reference to the Base Rate, 0.00% to 0.25% and (y) in the case of loans bearing interest by reference to Term SOFR, 0.625% to 1.25%, in each case based on the Company's Debt Rating. The Company is also required to pay an annual Commitment Fee ranging from 0.050% to 0.120%, based on the Company's Debt Rating, on the average unused amount of the Revolving Credit Facility payable quarterly.

At any time, subject to timely prior written notice, the Company may (i) terminate the commitments under the Revolving Credit Facility in full or in part, and/or (ii) prepay any loans outstanding under the Revolving Credit Facility in full or in part.

The Second Amended and Restated Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the Company's subsidiaries to incur additional indebtedness and limit the ability of the Company and its subsidiaries to create liens, merge or dissolve, dispose of assets and change the nature of their respective business, subject to customary exceptions, thresholds, qualifications and "baskets." In addition, the Second Amended and Restated Credit Agreement contains a financial performance covenant, requiring that, subject to certain adjustments related to qualified acquisitions, the Company maintains a consolidated net leverage ratio, measured as of the last day of each fiscal quarter, of no greater than 3.25 to 1.00.

The repayment obligation under the Second Amended and Restated Credit Agreement may be accelerated (and commitments under the Revolving Credit Facility terminated) upon the occurrence of an event of default thereunder, including, among other things, failure to pay principal or interest on a timely basis, material inaccuracy of any representation or warranty, failure to comply with covenants, cross-default, change of control, certain insolvency or bankruptcy-related events and material judgments, subject, in each case, to any applicable grace and/or cure periods.

Any borrowings under the Second Amended and Restated Credit Agreement may be used for general corporate purposes.

The foregoing description of the Second Amended and Restated Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amended and Restated Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, incorporated by reference herein.

Concurrently with entering into the Second Amended and Restated Credit Agreement, on [July 30], 2026, the Company terminated its $1,500,000,000 revolving credit agreement (the "Original Credit Agreement") with Bank of America, N.A. and the other lenders party thereto, which, by its terms was scheduled to mature on April 30, 2030. At the time of termination, there were borrowings of $700,000,000 under the Original Credit Agreement, which have been rolled into the Second Amended and Restated Credit Agreement as of the Closing Date. Bank of America, N.A. and the other lenders party to each of the Original Credit Agreement are parties to the Second Amended and Restated Credit Agreement.