Franklin Managed Trust NCSR Certified annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04894

Franklin Managed Trust
(Exact name of registrant as specified in charter)

One Franklin Parkway, San Mateo, CA 94403-1906
(Address of principal executive offices)(Zip code)

Alison Baur, One Franklin Parkway, San Mateo, CA 94403-1906
(Name and address of agent for service)

Registrant’s telephone number, including area code: 650 312-2000

Date of fiscal year end: 9/30

Date of reporting period: 9/30/24

Item 1. Reports to Stockholders.

a.)

The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30e-1).

b.)

Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule.

Not Applicable.


Franklin Rising Dividends Fund
Class A [FRDPX]
Annual Shareholder Report \| September 30, 2024

This annual shareholder report contains important information about Franklin Rising Dividends Fund for the period October 1, 2023, to September 30, 2024.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at (800) DIAL BEN/342-5236.

This report describes changes to the Fund that occurred during the reporting period.

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Class A	$92	0.82%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended September 30, 2024, Class A shares of Franklin Rising Dividends Fund returned 24.27%. The Fund compares its performance to the S&P 500 Index, which returned 36.35% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	Cintas, a uniform rental/sales and business services provider, was the strongest contributor to relative returns. The company reported better-than-expected top and bottom-line earnings and raised future guidance, with a strong margin expansion, and a four-for-one stock split by period-end.
↑	Shares of RTX, an aerospace and defense manufacturer, advanced sharply driven by robust sales growth and improving profitability across all three of its segments. Shares rallied In July amid RTX’s report of a significant backlog and unprecedented demand across its portfolio.
↑	Shares of Carlisle Companies, an engineered products manufacturer, benefited from earnings that consistently exceeded investors’ expectations. Increasing demand for the company’s roofing products, improvements in operational efficiencies and growing synergies linked to recent acquisitions were key drivers of earnings growth.


Top detractors from performance:
↓	Key driver of relative underperformance was lack of exposure to several technology-related stocks that sharply advanced due to optimism around artificial intelligence (AI), especially chipmaker NVIDIA. The stock, a top performer due to its surging growth and AI exposure, does not meet the portfolio’s dividend growth criteria.
↓	West Pharmaceutical Services, a drug packaging and delivery company, among Fund holdings, was the largest detractor. The company’s profitability was negatively impacted by declining sales across multiple divisions, due to continued high levels of customer destocking.
↓	Shares of Becton, Dickinson & Co., medical device and product company, declined sharply early in the period amid concerns about weakness in the Chinese market, labor- and inflation-related issues and disappointing guidance.
↓	Overweight to Roper Technologies, a diversified software company, detracted on a relative basis, although its shares posted a double-digit advance during the period. The stock was pressured by disappointing guidance and concerns surrounding weak demand from the company’s large customer base in application software.

Franklin Rising Dividends Fund

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158-ATSR-1124

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

VALUE OF A $10,000 INVESTMENT ($9,450 AFTER MAXIMUM APPLICABLE SALES CHARGE) –
Class A 9/30/2014 — 9/30/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended September 30, 2024


	1 Year	5 Year	10 Year
Class A	24.27	12.09	11.27
Class A (with sales charge)	17.43	10.82	10.65
Russell 3000 Index	35.19	15.26	12.83
S&P 500 Index	36.35	15.97	13.38

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

Performance for periods prior to September 10, 2018, has been restated to reflect the current maximum sales charge, which is lower than the maximum sales charge prior to that date.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of September 30, 2024)


Total Net Assets	$28,879,258,828
Total Number of Portfolio Holdings^*	56
Total Management Fee Paid	$130,397,169
Portfolio Turnover Rate	12.32%

*	Does not include derivatives, except purchased options, if any.

Franklin Rising Dividends Fund

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158-ATSR-1124

WHAT DID THE FUND INVEST IN? (as of September 30, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.

HOW HAS THE FUND CHANGED?

Effective September 30, 2024, Nicholas P. B. Getaz stepped down as a portfolio manager of the Fund.

This is a summary of a change to the Fund since October 1, 2023. For more complete information, you may review the Fund’s current prospectus and any applicable supplements and the Fund’s next prospectus, which we expect to be available by February 1, 2025
at https://www.franklintempleton.com/regulatory-fund-documents or upon request at (800) DIAL BEN/342-5236 or
prospectus@franklintempleton.com.


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

You will receive the Fund’s shareholder reports every six months. In addition, you will receive an annual updated summary prospectus (detail prospectus available upon request). To reduce Fund expenses, we try to identify related shareholders in a household and send only one copy of the shareholder reports and summary prospectus. This process, called “householding,” will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documents householded, please call us at (800) DIAL BEN/342-5236. At any time, you may view current prospectuses/summary prospectuses and shareholder reports on our website. If you choose, you may receive these documents through electronic delivery.

Franklin Rising Dividends Fund

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9450913310915124831445115542170922158819077221282749910000995011439135791596716433188982492120528247293343210000993911472136071604416727192602504021165257413509826.117.916.311.110.07.26.42.91.01.1


Franklin Rising Dividends Fund
Class C [FRDTX]
Annual Shareholder Report \| September 30, 2024

This report describes changes to the Fund that occurred during the reporting period.

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Class C	$175	1.57%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended September 30, 2024, Class C shares of Franklin Rising Dividends Fund returned 23.33%. The Fund compares its performance to the S&P 500 Index, which returned 36.35% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	Cintas, a uniform rental/sales and business services provider, was the strongest contributor to relative returns. The company reported better-than-expected top and bottom-line earnings and raised future guidance, with a strong margin expansion, and a four-for-one stock split by period-end.
↑	Shares of RTX, an aerospace and defense manufacturer, advanced sharply driven by robust sales growth and improving profitability across all three of its segments. Shares rallied In July amid RTX’s report of a significant backlog and unprecedented demand across its portfolio.
↑	Shares of Carlisle Companies, an engineered products manufacturer, benefited from earnings that consistently exceeded investors’ expectations. Increasing demand for the company’s roofing products, improvements in operational efficiencies and growing synergies linked to recent acquisitions were key drivers of earnings growth.


Top detractors from performance:
↓	Key driver of relative underperformance was lack of exposure to several technology-related stocks that sharply advanced due to optimism around artificial intelligence (AI), especially chipmaker NVIDIA. The stock, a top performer due to its surging growth and AI exposure, does not meet the portfolio’s dividend growth criteria.
↓	West Pharmaceutical Services, a drug packaging and delivery company, among Fund holdings, was the largest detractor. The company’s profitability was negatively impacted by declining sales across multiple divisions, due to continued high levels of customer destocking.
↓	Shares of Becton, Dickinson & Co., medical device and product company, declined sharply early in the period amid concerns about weakness in the Chinese market, labor- and inflation-related issues and disappointing guidance.
↓	Overweight to Roper Technologies, a diversified software company, detracted on a relative basis, although its shares posted a double-digit advance during the period. The stock was pressured by disappointing guidance and concerns surrounding weak demand from the company’s large customer base in application software.

Franklin Rising Dividends Fund

PAGE 1

258-ATSR-1124

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT – Class C 9/30/2014 — 9/30/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended September 30, 2024


	1 Year	5 Year	10 Year
Class C	23.33	11.25	10.44
Class C (with sales charge)	22.33	11.25	10.44
Russell 3000 Index	35.19	15.26	12.83
S&P 500 Index	36.35	15.97	13.38

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of September 30, 2024)


Total Net Assets	$28,879,258,828
Total Number of Portfolio Holdings^*	56
Total Management Fee Paid	$130,397,169
Portfolio Turnover Rate	12.32%

*	Does not include derivatives, except purchased options, if any.

Franklin Rising Dividends Fund

PAGE 2

258-ATSR-1124

WHAT DID THE FUND INVEST IN? (as of September 30, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.

HOW HAS THE FUND CHANGED?

Effective September 30, 2024, Nicholas P. B. Getaz stepped down as a portfolio manager of the Fund.


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Rising Dividends Fund

PAGE 3

258-ATSR-1124

10000959311380129151484215843172902167719009218882699510000995011439135791596716433188982492120528247293343210000993911472136071604416727192602504021165257413509826.117.916.311.110.07.26.42.91.01.1


Franklin Rising Dividends Fund
Class R [FRDRX]
Annual Shareholder Report \| September 30, 2024

This report describes changes to the Fund that occurred during the reporting period.

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Class R	$120	1.07%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended September 30, 2024, Class R shares of Franklin Rising Dividends Fund returned 23.95%. The Fund compares its performance to the S&P 500 Index, which returned 36.35% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	Cintas, a uniform rental/sales and business services provider, was the strongest contributor to relative returns. The company reported better-than-expected top and bottom-line earnings and raised future guidance, with a strong margin expansion, and a four-for-one stock split by period-end.
↑	Shares of RTX, an aerospace and defense manufacturer, advanced sharply driven by robust sales growth and improving profitability across all three of its segments. Shares rallied In July amid RTX’s report of a significant backlog and unprecedented demand across its portfolio.
↑	Shares of Carlisle Companies, an engineered products manufacturer, benefited from earnings that consistently exceeded investors’ expectations. Increasing demand for the company’s roofing products, improvements in operational efficiencies and growing synergies linked to recent acquisitions were key drivers of earnings growth.


Top detractors from performance:
↓	Key driver of relative underperformance was lack of exposure to several technology-related stocks that sharply advanced due to optimism around artificial intelligence (AI), especially chipmaker NVIDIA. The stock, a top performer due to its surging growth and AI exposure, does not meet the portfolio’s dividend growth criteria.
↓	West Pharmaceutical Services, a drug packaging and delivery company, among Fund holdings, was the largest detractor. The company’s profitability was negatively impacted by declining sales across multiple divisions, due to continued high levels of customer destocking.
↓	Shares of Becton, Dickinson & Co., medical device and product company, declined sharply early in the period amid concerns about weakness in the Chinese market, labor- and inflation-related issues and disappointing guidance.
↓	Overweight to Roper Technologies, a diversified software company, detracted on a relative basis, although its shares posted a double-digit advance during the period. The stock was pressured by disappointing guidance and concerns surrounding weak demand from the company’s large customer base in application software.

Franklin Rising Dividends Fund

PAGE 1

858-ATSR-1124

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT – Class R 9/30/2014 — 9/30/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended September 30, 2024


	1 Year	5 Year	10 Year
Class R	23.95	11.80	10.99
Russell 3000 Index	35.19	15.26	12.83
S&P 500 Index	36.35	15.97	13.38

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of September 30, 2024)


Total Net Assets	$28,879,258,828
Total Number of Portfolio Holdings^*	56
Total Management Fee Paid	$130,397,169
Portfolio Turnover Rate	12.32%

*	Does not include derivatives, except purchased options, if any.

WHAT DID THE FUND INVEST IN? (as of September 30, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.

Franklin Rising Dividends Fund

PAGE 2

858-ATSR-1124

HOW HAS THE FUND CHANGED?

Effective September 30, 2024, Nicholas P. B. Getaz stepped down as a portfolio manager of the Fund.


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Rising Dividends Fund

PAGE 3

858-ATSR-1124

10000964211493131111514316246178182245019786228952837910000995011439135791596716433188982492120528247293343210000993911472136071604416727192602504021165257413509826.117.916.311.110.07.26.42.91.01.1


Franklin Rising Dividends Fund
Class R6 [FRISX]
Annual Shareholder Report \| September 30, 2024

This report describes changes to the Fund that occurred during the reporting period.

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Class R6	$57	0.51%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended September 30, 2024, Class R6 shares of Franklin Rising Dividends Fund returned 24.66%. The Fund compares its performance to the S&P 500 Index, which returned 36.35% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	Cintas, a uniform rental/sales and business services provider, was the strongest contributor to relative returns. The company reported better-than-expected top and bottom-line earnings and raised future guidance, with a strong margin expansion, and a four-for-one stock split by period-end.
↑	Shares of RTX, an aerospace and defense manufacturer, advanced sharply driven by robust sales growth and improving profitability across all three of its segments. Shares rallied In July amid RTX’s report of a significant backlog and unprecedented demand across its portfolio.
↑	Shares of Carlisle Companies, an engineered products manufacturer, benefited from earnings that consistently exceeded investors’ expectations. Increasing demand for the company’s roofing products, improvements in operational efficiencies and growing synergies linked to recent acquisitions were key drivers of earnings growth.


Top detractors from performance:
↓	Key driver of relative underperformance was lack of exposure to several technology-related stocks that sharply advanced due to optimism around artificial intelligence (AI), especially chipmaker NVIDIA. The stock, a top performer due to its surging growth and AI exposure, does not meet the portfolio’s dividend growth criteria.
↓	West Pharmaceutical Services, a drug packaging and delivery company, among Fund holdings, was the largest detractor. The company’s profitability was negatively impacted by declining sales across multiple divisions, due to continued high levels of customer destocking.
↓	Shares of Becton, Dickinson & Co., medical device and product company, declined sharply early in the period amid concerns about weakness in the Chinese market, labor- and inflation-related issues and disappointing guidance.
↓	Overweight to Roper Technologies, a diversified software company, detracted on a relative basis, although its shares posted a double-digit advance during the period. The stock was pressured by disappointing guidance and concerns surrounding weak demand from the company’s large customer base in application software.

Franklin Rising Dividends Fund

PAGE 1

348-ATSR-1124

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT – Class R6 9/30/2014 — 9/30/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended September 30, 2024


	1 Year	5 Year	10 Year
Class R6	24.66	12.45	11.66
Russell 3000 Index	35.19	15.26	12.83
S&P 500 Index	36.35	15.97	13.38

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of September 30, 2024)


Total Net Assets	$28,879,258,828
Total Number of Portfolio Holdings^*	56
Total Management Fee Paid	$130,397,169
Portfolio Turnover Rate	12.32%

*	Does not include derivatives, except purchased options, if any.

WHAT DID THE FUND INVEST IN? (as of September 30, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.

Franklin Rising Dividends Fund

PAGE 2

348-ATSR-1124

HOW HAS THE FUND CHANGED?

Effective September 30, 2024, Nicholas P. B. Getaz stepped down as a portfolio manager of the Fund.


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Rising Dividends Fund

PAGE 3

348-ATSR-1124

10000970711645133691553316761184932343520774241733013410000995011439135791596716433188982492120528247293343210000993911472136071604416727192602504021165257413509826.117.916.311.110.07.26.42.91.01.1


Franklin Rising Dividends Fund
Advisor Class [FRDAX]
Annual Shareholder Report \| September 30, 2024

This report describes changes to the Fund that occurred during the reporting period.

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Advisor Class	$64	0.57%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended September 30, 2024, Advisor Class shares of Franklin Rising Dividends Fund returned 24.58%. The Fund compares its performance to the S&P 500 Index, which returned 36.35% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	Cintas, a uniform rental/sales and business services provider, was the strongest contributor to relative returns. The company reported better-than-expected top and bottom-line earnings and raised future guidance, with a strong margin expansion, and a four-for-one stock split by period-end.
↑	Shares of RTX, an aerospace and defense manufacturer, advanced sharply driven by robust sales growth and improving profitability across all three of its segments. Shares rallied In July amid RTX’s report of a significant backlog and unprecedented demand across its portfolio.
↑	Shares of Carlisle Companies, an engineered products manufacturer, benefited from earnings that consistently exceeded investors’ expectations. Increasing demand for the company’s roofing products, improvements in operational efficiencies and growing synergies linked to recent acquisitions were key drivers of earnings growth.


Top detractors from performance:
↓	Key driver of relative underperformance was lack of exposure to several technology-related stocks that sharply advanced due to optimism around artificial intelligence (AI), especially chipmaker NVIDIA. The stock, a top performer due to its surging growth and AI exposure, does not meet the portfolio’s dividend growth criteria.
↓	West Pharmaceutical Services, a drug packaging and delivery company, among Fund holdings, was the largest detractor. The company’s profitability was negatively impacted by declining sales across multiple divisions, due to continued high levels of customer destocking.
↓	Shares of Becton, Dickinson & Co., medical device and product company, declined sharply early in the period amid concerns about weakness in the Chinese market, labor- and inflation-related issues and disappointing guidance.
↓	Overweight to Roper Technologies, a diversified software company, detracted on a relative basis, although its shares posted a double-digit advance during the period. The stock was pressured by disappointing guidance and concerns surrounding weak demand from the company’s large customer base in application software.

Franklin Rising Dividends Fund

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658-ATSR-1124

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT – Advisor Class 9/30/2014 — 9/30/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended September 30, 2024


	1 Year	5 Year	10 Year
Advisor Class	24.58	12.37	11.55
Russell 3000 Index	35.19	15.26	12.83
S&P 500 Index	36.35	15.97	13.38

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of September 30, 2024)


Total Net Assets	$28,879,258,828
Total Number of Portfolio Holdings^*	56
Total Management Fee Paid	$130,397,169
Portfolio Turnover Rate	12.32%

*	Does not include derivatives, except purchased options, if any.

WHAT DID THE FUND INVEST IN? (as of September 30, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.

Franklin Rising Dividends Fund

PAGE 2

658-ATSR-1124

HOW HAS THE FUND CHANGED?

Effective September 30, 2024, Nicholas P. B. Getaz stepped down as a portfolio manager of the Fund.


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Rising Dividends Fund

PAGE 3

658-ATSR-1124

10000968911608133091544816656183632325120598239512983710000995011439135791596716433188982492120528247293343210000993911472136071604416727192602504021165257413509826.117.916.311.110.07.26.42.91.01.1

Item 2. Code of Ethics.

(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.

(d) N/A

(f) Pursuant to Item 19(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.

Item 3. Audit Committee Financial Expert.

(a) (1) The Registrant has an audit committee financial expert serving on its audit committee.

(2) The audit committee financial expert is Mary C. Choksi and she is "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $90,206 for the fiscal year ended September 30, 2024 and $89,414 for the fiscal year ended September 30, 2023.

(b) Audit-Related Fees

The aggregate fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of Item 4 were $3,000 for the fiscal year ended September 30, 2024 and $3,000 for the fiscal year ended September 30, 2023. The services for which these fees were paid included attestation services.

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements.

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning were $0 for the fiscal year ended September 30, 2024 and $5,000 for the fiscal year ended September 30, 2023. The services for which these fees were paid included fees for tax compliance matters.

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning were $70,000 for the fiscal year ended September 30, 2024 and $140,000 for the fiscal year ended September 30, 2023. The services for which these fees were paid included global access to tax platform International Tax View.

(d) All Other Fees

The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant not reported in paragraphs (a)-(c) of Item 4 were $0 for the fiscal year ended September 30, 2024 and $12,594 for the fiscal year ended September 30, 2023. The services for which these fees were paid included review of materials provided to the fund Board in connection with the investment management contract renewal process.

The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant not reported in paragraphs (a)-(c) of Item 4 were $163,638 for the fiscal year ended September 30, 2024 and $75,699 for the fiscal year ended September 30, 2023. The services for which these fees were paid included professional fees in connection with SOC 1 Reports, professional services relating to the readiness assessment over Greenhouse Gas Emissions and Energy, fees in connection with a license for accounting and business knowledge platform Viewpoint and professional fees relating to security counts.

(e) (1) The registrant’s audit committee is directly responsible for approving the services to be provided by the auditors, including:

(i) pre-approval of all audit and audit related services;

(ii) pre-approval of all non-audit related services to be provided to the Fund by the auditors;

(iii) pre-approval of all non-audit related services to be provided to the registrant by the auditors to the registrant’s investment adviser or to any entity that controls, is controlled by or is under common control with the registrant’s investment adviser and that provides ongoing services to the registrant where the non-audit services relate directly to the operations or financial reporting of the registrant; and

(iv) establishment by the audit committee, if deemed necessary or appropriate, as an alternative to committee pre-approval of services to be provided by the auditors, as required by paragraphs (ii) and (iii) above, of policies and procedures to permit such services to be pre-approved by other means, such as through establishment of guidelines or by action of a designated member or members of the committee; provided the policies and procedures are detailed as to the particular service and the committee is informed of each service and such policies and procedures do not include delegation of audit committee responsibilities, as contemplated under the Securities Exchange Act of 1934, to management; subject, in the case of (ii) through (iv), to any waivers, exceptions or exemptions that may be available under applicable law or rules.

(e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.

(f) No disclosures are required by this Item 4(f).

(g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant were $236,638 for the fiscal year ended September 30, 2024 and $236,293 for the fiscal year ended September 30, 2023.

(h) The registrant’s audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

(i) N/A

(j) N/A

Item 5. Audit Committee of Listed Registrants. N/A

Item 6. Schedule of Investments.

(a) Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 7 of this Form N-CSR.

(b) N/A

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

Franklin

Rising

Dividends

Fund

Financial

Statements

and

Other

Important

Information

Annual

September

30,

2024

Table

Contents

franklintempleton.com

Financial

Statements

and

Other

Important

Information—Annual

Financial

Highlights

and

Schedule

Investments

Financial

Statements

Notes

Financial

Statements

Report

Independent

Registered

Public

Accounting

Firm

Tax

Information

Changes

and

Disagreements

with

Accountants

Results

Meeting(s)

Shareholders

Remuneration

Paid

Directors,

Officers

and

Others

Board

Approval

Management

and

Subadvisory

Agreements

Franklin

Managed

Trust

Financial

Highlights

Franklin

Rising

Dividends

Fund

franklintempleton.com

Annual

Report

The

accompanying

notes

are

integral

part

these

financial

statements.

Year

Ended

September

30,

2024

2023

2022

2021

2020

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

...................

$84.29

$76.32

$90.55

$72.25

$67.81

Income

from

investment

operations

Net

investment

income

.........................

0.90

0.94

0.76

0.63

0.69

Net

realized

and

unrealized

gains

(losses)

...........

18.92

11.20

(10.61)

18.30

5.84

Total

from

investment

operations

....................

19.82

12.14

(9.85)

18.93

6.53

Less

distributions

from:

Net

investment

income

..........................

(0.84)

(0.83)

(0.64)

(0.63)

(0.71)

Net

realized

gains

.............................

(3.19)

(3.34)

(3.74)

—

(1.38)

Total

distributions

...............................

(4.03)

(4.17)

(4.38)

(0.63)

(2.09)

Net

asset

value,

end

year

.......................

$100.08

$84.29

$76.32

$90.55

$72.25

Total

return

...................................

24.27%

15.99%

(11.63)%

26.31%

9.97%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

0.83%

0.84%

0.85%

0.86%

Expenses

net

waiver

and

payments

affiliates

.......

0.82%

0.83%

0.84%

d,e

0.85%

d,e

0.86%

d,e

Net

investment

income

...........................

0.98%

1.11%

0.86%

0.74%

1.02%

Supplemental

data

Net

assets,

end

year

(000’s)

.....................

$19,760,586

$17,081,636

$15,339,642

$17,819,162

$14,152,903

Portfolio

turnover

rate

............................

12.32%

1.88%

3.02%

5.04%

9.11%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Total

return

does

not

reflect

sales

commissions

contingent

deferred

sales

charges,

applicable.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

less

than

0.01%.

Excludes

the

value

portfolio

activity

result

in-kind

transactions.

Franklin

Managed

Trust

Financial

Highlights

Franklin

Rising

Dividends

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

integral

part

these

financial

statements.

Annual

Report

Year

Ended

September

30,

2024

2023

2022

2021

2020

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

...................

$82.31

$74.58

$88.67

$70.77

$66.43

Income

from

investment

operations

Net

investment

income

(loss)

....................

0.21

0.29

0.09

(—)

0.18

Net

realized

and

unrealized

gains

(losses)

...........

18.49

10.97

(10.38)

17.95

5.75

Total

from

investment

operations

....................

18.70

11.26

(10.29)

17.95

5.93

Less

distributions

from:

Net

investment

income

..........................

(0.14)

(0.19)

(0.06)

(0.05)

(0.21)

Net

realized

gains

.............................

(3.19)

(3.34)

(3.74)

—

(1.38)

Total

distributions

...............................

(3.33)

(3.53)

(3.80)

(0.05)

(1.59)

Net

asset

value,

end

year

.......................

$97.68

$82.31

$74.58

$88.67

$70.77

Total

return

...................................

23.33%

15.15%

(12.31)%

25.37%

9.13%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

1.58%

1.59%

1.60%

1.61%

Expenses

net

waiver

and

payments

affiliates

.......

1.57%

1.58%

1.59%

e,f

1.60%

e,f

1.61%

e,f

Net

investment

income

(loss)

......................

0.24%

0.35%

0.10%

(—)%

0.28%

Supplemental

data

Net

assets,

end

year

(000’s)

.....................

$900,965

$925,650

$1,101,919

$1,572,738

$1,963,672

Portfolio

turnover

rate

............................

12.32%

1.88%

3.02%

5.04%

9.11%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Amount

rounds

less

than

$0.01

per

share.

Total

return

does

not

reflect

sales

commissions

contingent

deferred

sales

charges,

applicable.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

less

than

0.01%.

Rounds

less

than

0.01%.

Excludes

the

value

portfolio

activity

result

in-kind

transactions.

Franklin

Managed

Trust

Financial

Highlights

Franklin

Rising

Dividends

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

integral

part

these

financial

statements.

Year

Ended

September

30,

2024

2023

2022

2021

2020

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

...................

$83.95

$76.02

$90.21

$71.98

$67.56

Income

from

investment

operations

Net

investment

income

.........................

0.67

0.73

0.54

0.42

0.52

Net

realized

and

unrealized

gains

(losses)

...........

18.85

11.16

(10.59)

18.24

5.82

Total

from

investment

operations

....................

19.52

11.89

(10.05)

18.66

6.34

Less

distributions

from:

Net

investment

income

..........................

(0.62)

(0.40)

(0.43)

(0.54)

Net

realized

gains

.............................

(3.19)

(3.34)

(3.74)

—

(1.38)

Total

distributions

...............................

(3.81)

(3.96)

(4.14)

(0.43)

(1.92)

Net

asset

value,

end

year

.......................

$99.66

$83.95

$76.02

$90.21

$71.98

Total

return

....................................

23.95%

15.72%

(11.87)%

26.00%

9.67%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

1.08%

1.09%

1.10%

1.11%

Expenses

net

waiver

and

payments

affiliates

.......

1.07%

1.08%

1.09%

c,d

1.10%

c,d

1.11%

c,d

Net

investment

income

...........................

0.73%

0.85%

0.61%

0.49%

0.78%

Supplemental

data

Net

assets,

end

year

(000’s)

.....................

$189,852

$168,492

$159,396

$192,325

$176,413

Portfolio

turnover

rate

............................

12.32%

1.88%

3.02%

5.04%

9.11%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

less

than

0.01%.

Excludes

the

value

portfolio

activity

result

in-kind

transactions.

Franklin

Managed

Trust

Financial

Highlights

Franklin

Rising

Dividends

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

integral

part

these

financial

statements.

Annual

Report

Year

Ended

September

30,

2024

2023

2022

2021

2020

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

...................

$84.22

$76.27

$90.51

$72.21

$67.79

Income

from

investment

operations

Net

investment

income

.........................

1.19

1.21

1.05

0.90

Net

realized

and

unrealized

gains

(losses)

...........

18.90

11.18

(10.62)

18.29

5.83

Total

from

investment

operations

....................

20.09

12.39

(9.57)

19.19

6.73

Less

distributions

from:

Net

investment

income

..........................

(1.13)

(1.10)

(0.93)

(0.89)

(0.93)

Net

realized

gains

.............................

(3.19)

(3.34)

(3.74)

—

(1.38)

Total

distributions

...............................

(4.32)

(4.44)

(4.67)

(0.89)

(2.31)

Net

asset

value,

end

year

.......................

$99.99

$84.22

$76.27

$90.51

$72.21

Total

return

....................................

24.66%

16.36%

(11.35)%

26.72%

10.33%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

0.52%

0.53%

Expenses

net

waiver

and

payments

affiliates

.......

0.51%

0.52%

c,d

0.53%

c,d

0.53%

c,d

Net

investment

income

...........................

1.30%

1.42%

1.19%

1.06%

1.35%

Supplemental

data

Net

assets,

end

year

(000’s)

.....................

$3,551,789

$2,923,672

$2,331,423

$2,510,987

$2,187,987

Portfolio

turnover

rate

............................

12.32%

1.88%

3.02%

5.04%

9.11%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

less

than

0.01%.

Excludes

the

value

portfolio

activity

result

in-kind

transactions.

Franklin

Managed

Trust

Financial

Highlights

Franklin

Rising

Dividends

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

integral

part

these

financial

statements.

Year

Ended

September

30,

2024

2023

2022

2021

2020

Advisor

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

...................

$84.23

$76.27

$90.50

$72.21

$67.78

Income

from

investment

operations

Net

investment

income

.........................

1.13

1.15

0.98

0.84

0.85

Net

realized

and

unrealized

gains

(losses)

...........

18.90

11.19

(10.61)

18.28

5.84

Total

from

investment

operations

....................

20.03

12.34

(9.63)

19.12

6.69

Less

distributions

from:

Net

investment

income

..........................

(1.07)

(1.04)

(0.86)

(0.83)

(0.88)

Net

realized

gains

.............................

(3.19)

(3.34)

(3.74)

—

(1.38)

Total

distributions

...............................

(4.26)

(4.38)

(4.60)

(0.83)

(2.26)

Net

asset

value,

end

year

.......................

$100.00

$84.23

$76.27

$90.50

$72.21

Total

return

....................................

24.58%

16.28%

(11.41)%

26.62%

10.25%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

0.58%

0.59%

0.60%

0.61%

Expenses

net

waiver

and

payments

affiliates

.......

0.57%

0.58%

0.59%

c,d

0.60%

c,d

0.61%

c,d

Net

investment

income

...........................

1.23%

1.36%

1.11%

0.99%

1.28%

Supplemental

data

Net

assets,

end

year

(000’s)

.....................

$4,476,068

$3,878,570

$3,430,804

$4,295,258

$3,421,716

Portfolio

turnover

rate

............................

12.32%

1.88%

3.02%

5.04%

9.11%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

less

than

0.01%.

Excludes

the

value

portfolio

activity

result

in-kind

transactions.

Franklin

Managed

Trust

Schedule

Investments,

September

30,

2024

franklintempleton.com

The

accompanying

notes

are

integral

part

these

financial

statements.

Annual

Report

Value

Common

Stocks

98.9%

Aerospace

Defense

3.5%

General

Dynamics

Corp.

..............................................

1,530,000

462,366,000

RTX

Corp.

........................................................

4,530,000

548,854,800

1,011,220,800

Air

Freight

Logistics

1.2%

United

Parcel

Service,

Inc.

..........................................

2,640,000

359,937,600

Banks

2.0%

JPMorgan

Chase

Co.

...............................................

2,785,000

587,245,100

Beverages

1.8%

PepsiCo,

Inc.

......................................................

3,100,000

527,155,000

Biotechnology

1.5%

AbbVie,

Inc.

.......................................................

2,135,000

421,619,800

Building

Products

3.3%

Carlisle

Cos.,

Inc.

...................................................

1,017,000

457,395,750

Johnson

Controls

International

plc

.......................................

6,320,000

490,495,200

947,890,950

Capital

Markets

4.1%

Charles

Schwab

Corp.

(The)

...........................................

4,660,000

302,014,600

Morgan

Stanley

.....................................................

3,160,000

329,398,400

Nasdaq,

Inc.

.......................................................

7,466,028

545,094,704

1,176,507,704

Chemicals

7.2%

Air

Products

and

Chemicals,

Inc.

........................................

1,285,000

382,595,900

Ecolab,

Inc.

........................................................

1,795,000

458,317,350

Linde

plc

..........................................................

2,065,000

984,715,900

Sherwin-Williams

Co.

(The)

............................................

641,874

244,984,049

2,070,613,199

Commercial

Services

Supplies

1.8%

Cintas

Corp.

.......................................................

2,590,000

533,229,200

Consumer

Staples

Distribution

Retail

3.8%

Casey's

General

Stores,

Inc.

...........................................

352,500

132,437,775

Target

Corp.

.......................................................

2,175,000

338,995,500

Walmart,

Inc.

......................................................

7,600,000

613,700,000

1,085,133,275

Electric

Utilities

1.0%

NextEra

Energy,

Inc.

.................................................

3,275,000

276,835,750

Electrical

Equipment

1.5%

nVent

Electric

plc

...................................................

6,170,000

433,504,200

Financial

Services

2.7%

Visa,

Inc.

........................................................

2,872,121

789,689,669

Food

Products

2.4%

McCormick

Co.,

Inc.

...............................................

3,315,000

272,824,500

Mondelez

International,

Inc.

..........................................

5,885,125

433,557,159

706,381,659

Ground

Transportation

0.8%

Hunt

Transport

Services,

Inc.

........................................

1,290,000

222,305,700

Health

Care

Equipment

Supplies

7.5%

Abbott

Laboratories

..................................................

4,559,477

519,825,973

Franklin

Managed

Trust

Schedule

Investments

franklintempleton.com

Annual

Report

The

accompanying

notes

are

integral

part

these

financial

statements.

Value

Common

Stocks

98.9%

(continued)

Health

Care

Equipment

Supplies

(continued)

Becton

Dickinson

Co.

...............................................

2,225,000

536,447,500

STERIS

plc

........................................................

735,000

178,266,900

Stryker

Corp.

......................................................

2,572,500

929,341,350

2,163,881,723

Health

Care

Providers

Services

3.2%

UnitedHealth

Group,

Inc.

..............................................

1,556,732

910,190,066

Hotels,

Restaurants

Leisure

2.0%

McDonald's

Corp.

...................................................

1,927,500

586,943,025

Household

Products

3.1%

Colgate-Palmolive

Co.

...............................................

2,970,000

308,315,700

Procter

Gamble

Co.

(The)

...........................................

3,365,000

582,818,000

891,133,700

Industrial

Conglomerates

1.9%

Honeywell

International,

Inc.

...........................................

2,700,000

558,117,000

Insurance

1.1%

Erie

Indemnity

Co.

.................................................

607,500

327,940,650

Services

2.7%

Accenture

plc

....................................................

2,170,000

767,051,600

Life

Sciences

Tools

Services

2.6%

Danaher

Corp.

.....................................................

1,309,155

363,971,273

West

Pharmaceutical

Services,

Inc.

......................................

1,322,781

397,045,945

761,017,218

Machinery

2.0%

Donaldson

Co.,

Inc.

.................................................

2,464,317

181,620,163

Dover

Corp.

.......................................................

2,090,000

400,736,600

582,356,763

Oil,

Gas

Consumable

Fuels

2.9%

Chevron

Corp.

.....................................................

2,201,898

324,273,519

EOG

Resources,

Inc.

................................................

2,066,712

254,060,906

Exxon

Mobil

Corp.

...................................................

2,173,138

254,735,236

833,069,661

Pharmaceuticals

1.6%

Johnson

.................................................

2,845,857

461,199,585

Semiconductors

Semiconductor

Equipment

7.7%

Analog

Devices,

Inc.

.................................................

3,280,400

755,049,668

Broadcom,

Inc.

.....................................................

4,075,000

702,937,500

Texas

Instruments,

Inc.

...............................................

3,750,000

774,637,500

2,232,624,668

Software

13.5%

Microsoft

Corp.

.....................................................

5,735,000

2,467,770,500

Oracle

Corp.

.......................................................

2,190,000

373,176,000

Roper

Technologies,

Inc.

..............................................

1,885,000

1,048,889,400

3,889,835,900

Specialty

Retail

3.7%

Lowe's

Cos.,

Inc.

....................................................

2,035,000

551,179,750

Ross

Stores,

Inc.

...................................................

3,365,000

506,466,150

1,057,645,900

Franklin

Managed

Trust

Schedule

Investments

franklintempleton.com

The

accompanying

notes

are

integral

part

these

financial

statements.

Annual

Report

Value

Common

Stocks

98.9%

(continued)

Technology

Hardware,

Storage

Peripherals

2.3%

Apple,

Inc.

........................................................

2,870,000

668,710,000

Textiles,

Apparel

Luxury

Goods

0.7%

NIKE,

Inc.

.......................................................

2,435,000

215,254,000

Trading

Companies

Distributors

1.8%

Grainger,

Inc.

...................................................

495,000

514,210,950

Total

Common

Stocks

(Cost

11,063,148,062

)

...................................

28,570,452,015

Short

Term

Investments

1.1%

Money

Market

Funds

1.1%

a,b

Institutional

Fiduciary

Trust

Money

Market

Portfolio

4.74

...................

312,631,626

Total

Money

Market

Funds

(Cost

312,631,626

)

.................................

312,631,626

Total

Short

Term

Investments

(Cost

312,631,626

)

...............................

312,631,626

Total

Investments

(Cost

11,375,779,688

)

100.0

................................

$28,883,083,641

Other

Assets,

less

Liabilities

(0.0)

†

...........................................

(3,824,813)

Net

Assets

100.0%

...........................................................

$28,879,258,828

†

Rounds

less

than

0.1%

net

assets.

See

Note

3(f)

regarding

investments

affiliated

management

investment

companies.

The

rate

shown

the

annualized

seven-day

effective

yield

period

end.

Franklin

Managed

Trust

Financial

Statements

Statement

Assets

and

Liabilities

September

30,

2024

franklintempleton.com

Annual

Report

The

accompanying

notes

are

integral

part

these

financial

statements.

Franklin

Rising

Dividends

Fund

Assets:

Investments

securities:

Cost

Unaffiliated

issuers

...................................................................

$11,063,148,062

Cost

Non-controlled

affiliates

(Note

)

........................................................

312,631,626

Value

Unaffiliated

issuers

..................................................................

$28,570,452,015

Value

Non-controlled

affiliates

(Note

)

........................................................

312,631,626

Cash

....................................................................................

985,974

Receivables:

Investment

securities

sold

...................................................................

11,525,116

Capital

sold

........................................................................

8,836,354

Dividends

...............................................................................

10,527,669

Total

assets

..........................................................................

28,914,958,754

Liabilities:

Payables:

Capital

redeemed

...................................................................

14,307,168

Management

fees

.........................................................................

11,331,274

Distribution

fees

..........................................................................

4,801,963

Transfer

agent

fees

........................................................................

4,338,758

Trustees'

fees

and

expenses

.................................................................

24,045

Accrued

expenses

and

other

liabilities

...........................................................

896,718

Total

liabilities

.........................................................................

35,699,926

Net

assets,

value

.................................................................

$28,879,258,828

Net

assets

consist

of:

Paid-in

capital

.............................................................................

$9,367,772,414

Total

distributable

earnings

(losses)

.............................................................

19,511,486,414

Net

assets,

value

.................................................................

$28,879,258,828

Franklin

Managed

Trust

Financial

Statements

Statement

Assets

and

Liabilities

(continued)

September

30,

2024

franklintempleton.com

The

accompanying

notes

are

integral

part

these

financial

statements.

Annual

Report

Franklin

Rising

Dividends

Fund

Class

Net

assets,

value

.......................................................................

$19,760,585,723

outstanding

........................................................................

197,445,354

Net

asset

value

per

..................................................................

$100.08

Maximum

offering

price

per

(net

asset

value

per

.50

)

................................

$105.90

Class

Net

assets,

value

.......................................................................

$900,965,181

outstanding

........................................................................

9,223,375

Net

asset

value

and

maximum

offering

price

per

............................................

$97.68

Class

Net

assets,

value

.......................................................................

$189,851,549

outstanding

........................................................................

1,905,009

Net

asset

value

and

maximum

offering

price

per

.............................................

$99.66

Class

R6:

Net

assets,

value

.......................................................................

$3,551,788,633

outstanding

........................................................................

35,520,383

Net

asset

value

and

maximum

offering

price

per

.............................................

$99.99

Advisor

Class:

Net

assets,

value

.......................................................................

$4,476,067,742

outstanding

........................................................................

44,760,084

Net

asset

value

and

maximum

offering

price

per

.............................................

$100.00

Redemption

price

equal

net

asset

value

less

contingent

deferred

sales

charges,

applicable.

Net

asset

value

per

may

not

recalculate

due

rounding.

Franklin

Managed

Trust

Financial

Statements

Statement

Operations

for

the

year

ended

September

30,

2024

franklintempleton.com

Annual

Report

The

accompanying

notes

are

integral

part

these

financial

statements.

Franklin

Rising

Dividends

Fund

Investment

income:

Dividends:

(net

foreign

taxes

$832,272)

Unaffiliated

issuers

........................................................................

$457,700,649

Non-controlled

affiliates

(Note

)

.............................................................

31,465,148

Total

investment

income

...................................................................

489,165,797

Expenses:

Management

fees

(Note

)

...................................................................

132,602,191

Distribution

fees:

(Note

)

Class

................................................................................

46,224,572

Class

................................................................................

9,202,860

Class

................................................................................

890,135

Transfer

agent

fees:

(Note

)

Class

................................................................................

14,967,208

Class

................................................................................

744,619

Class

................................................................................

144,127

Class

...............................................................................

528,582

Advisor

Class

............................................................................

3,414,835

Custodian

fees

............................................................................

153,822

Reports

shareholders

fees

..................................................................

988,988

Registration

and

filing

fees

....................................................................

388,380

Professional

fees

...........................................................................

126,473

Trustees'

fees

and

expenses

..................................................................

328,397

Other

....................................................................................

631,854

Total

expenses

.........................................................................

211,337,043

Expenses

waived/paid

affiliates

(Note

and

)

..............................................

(2,205,022)

Net

expenses

.........................................................................

209,132,021

Net

investment

income

................................................................

280,033,776

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

Unaffiliated

issuers

......................................................................

2,134,493,076

Net

change

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

......................................................................

3,454,935,395

Net

realized

and

unrealized

gain

(loss)

............................................................

5,589,428,471

Net

increase

(decrease)

net

assets

resulting

from

operations

..........................................

$5,869,462,247

Franklin

Managed

Trust

Financial

Statements

Changes

Net

Assets

franklintempleton.com

The

accompanying

notes

are

integral

part

these

financial

statements.

Annual

Report

Franklin

Rising

Dividends

Fund

Year

Ended

September

30,

2024

Year

Ended

September

30,

2023

Increase

(decrease)

net

assets:

Operations:

Net

investment

income

.................................................

$280,033,776

$290,391,076

Net

realized

gain

(loss)

.................................................

2,134,493,076

941,362,608

Net

change

unrealized

appreciation

(depreciation)

...........................

3,454,935,395

2,349,565,860

Net

increase

(decrease)

net

assets

resulting

from

operations

................

5,869,462,247

3,581,319,544

Distributions

shareholders:

Class

.............................................................

(808,580,564)

(835,720,058)

Class

.............................................................

(35,395,857)

(49,374,445)

Class

.............................................................

(7,368,877)

(8,195,796)

Class

............................................................

(150,994,973)

(139,145,312)

Advisor

Class

........................................................

(195,026,871)

(197,448,806)

Total

distributions

shareholders

..........................................

(1,197,367,142)

(1,229,884,417)

Capital

transactions:

(Note

)

Class

.............................................................

(512,779,624)

128,492,798

Class

.............................................................

(182,005,004)

(296,513,962)

Class

.............................................................

(9,326,006)

(7,873,271)

Class

............................................................

64,029,364

349,236,590

Advisor

Class

........................................................

(130,774,839)

90,058,355

Total

capital

transactions

............................................

(770,856,109)

263,400,510

Net

increase

(decrease)

net

assets

...................................

3,901,238,996

2,614,835,637

Net

assets:

Beginning

year

.......................................................

24,978,019,832

22,363,184,195

End

year

...........................................................

$28,879,258,828

$24,978,019,832

Franklin

Managed

Trust

Notes

Financial

Statements

Franklin

Rising

Dividends

Fund

franklintempleton.com

Annual

Report

Organization

and

Significant

Accounting

Policies

Franklin

Managed

Trust (Trust)

registered

under

the

Investment

Company

Act

1940

(1940

Act)

open-end

management

investment

company,

consisting

of one fund,

Franklin

Rising

Dividends

Fund (Fund).

The Fund

follows

the

accounting

and

reporting

guidance

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946,

Financial

Services

–

Investment

Companies

(ASC

946)

and applies

the

specialized

accounting

and

reporting

guidance

U.S.

Generally

Accepted

Accounting

Principles

(U.S.

GAAP),

including,

but

not

limited

to,

ASC

946.

The

Fund

offers five

classes

Class

and

Advisor

Class. Class

automatically

convert

Class

monthly

basis,

after

they

have

been

held

for

years.

Each

class

may

differ

its

initial

sales

load,

contingent

deferred

sales

charges,

voting

rights

matters

affecting

single

class,

its

exchange

privilege

and

fees

due

differing

arrangements

for

distribution

and

transfer

agent

fees.

The

following

summarizes

the Fund's

significant

accounting

policies.

Financial

Instrument

Valuation

The

Fund's

investments

financial

instruments

are

carried

fair

value

daily.

Fair

value

the

price

that

would

received

sell

asset

paid

transfer

liability

orderly

transaction

between

market

participants

the

measurement

date.

The

Fund

calculates

the

net

asset

value

(NAV)

per

each business

day as

p.m.

Eastern

time

the

regularly

scheduled

the

New

York

Stock

Exchange

(NYSE),

whichever

earlier.

Under

compliance

policies

and

procedures

approved

the Fund's

Board

Trustees

(the

Board),

the

Board

has

designated

the

Fund’s

investment

manager

the

valuation

designee

and

has

responsibility

for

oversight

valuation.

The

investment

manager

assisted

the

Fund’s

administrator

performing

this

responsibility,

including

leading

the

cross-

functional

Valuation

Committee

(VC).

The

Fund

may

utilize

independent

pricing

services,

quotations

from

securities

and

financial

instrument

dealers,

and

other

market

sources

determine

fair

value.

Equity

securities

listed

exchange

the

NASDAQ

National

Market

System

are

valued

the

last

quoted

sale

price

the

official

closing

price of

the

day,

respectively.

Foreign

equity

securities

are

valued

the

trading

the

foreign

stock

exchange

which

the

security

primarily

traded,

p.m.

Eastern

time.

The

value

then

converted

into

its

U.S.

dollar

equivalent

the

foreign

exchange

rate

effect

p.m.

Eastern

time

the

day

that

the

value

the

security

determined.

Over-the-counter

(OTC)

securities

are

valued

within

the

range

the

most

recent

quoted

bid

and

ask

prices.

Securities

that

trade

multiple

markets

multiple

exchanges

are

valued

according

the

broadest

and

most

representative

market.

Certain

equity

securities

are

valued

based

upon

fundamental

characteristics

relationships

similar

securities.

Investments

in open-end mutual

funds

are

valued

the

closing

NAV.

The

Fund

has

procedures

determine

the

fair

value

financial

instruments

for

which

market

prices

are

not

reliable

readily

available.

Under

these

procedures,

the Fund

primarily

employs

market-based

approach

which

may

use

comparable

assets

liabilities,

recent

transactions,

market

multiples,

and

other

relevant

information

for

the

investment

determine

the

fair

value

the

investment.

income-based

valuation

approach

may

also

used

which

the

anticipated

future

cash

flows

the

investment

are

discounted

calculate

fair

value.

Discounts

may

also

applied

due

the

nature

duration

any

restrictions

the

disposition

the

investments.

Due

the

inherent

uncertainty

valuations

such

investments,

the

fair

values

may

differ

significantly

from

the

values

that

would

have

been

used

had

active

market

existed.

Trading

securities

foreign

securities

stock

exchanges

and

OTC

markets

may

completed

before

p.m.

Eastern

time.

addition,

trading

certain

foreign

markets

may

not

take

place

every

Fund's

business

day. Events

can occur

between

the

time

which

trading

foreign

security

completed

and

p.m.

Eastern

time

that

might

call

into

question

the

reliability

the

value

portfolio

security

held

the

Fund.

result,

differences

may

arise

between

the

value

the

Fund's

portfolio

securities

determined

the

foreign

market

and

the

latest

indications

value

p.m.

Eastern

time. In

order

minimize

the

potential

for

these

differences,

independent

pricing

service

may

used

adjust

the

value

the

Fund's

portfolio

securities

the

latest

indications

fair

value

p.m.

Eastern

time.

When

the

last

day

the

reporting

period

non-business

day,

certain

foreign

markets

may

open

those

days

that

the

Fund's

NAV

not

calculated,

which

could

result

differences

between

the

value

the

Fund's

portfolio

securities

the

last

business

day

and

the

last

calendar

day

Franklin

Managed

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Franklin

Rising

Dividends

Fund

(continued)

the

reporting

period.

Any

security

valuation

changes

due

open

foreign

market

are

adjusted

and

reflected

the

Fund

for

financial

reporting

purposes.

Foreign

Currency

Translation

Portfolio

securities

and

other

assets

and

liabilities

denominated

foreign

currencies

are

translated

into

U.S.

dollars

based

the

exchange

rate

such

currencies

against

U.S.

dollars

the

date

valuation.

The

Fund

may

enter

into

foreign

currency

exchange

contracts

facilitate

transactions

denominated

foreign

currency.

Purchases

and

sales

securities,

income

and

expense

items

denominated

foreign

currencies

are

translated

into

U.S.

dollars

the

exchange

rate

effect

the

transaction

date.

Portfolio

securities

and

assets

and

liabilities

denominated

foreign

currencies

contain

risks

that

those

currencies

will

decline

value

relative

the

U.S.

dollar.

Occasionally,

events

may

impact

the

availability

reliability

foreign

exchange

rates

used

convert

the

U.S.

dollar

equivalent

value.

such

event

occurs,

the

foreign

exchange

rate

will

valued

fair

value

using

procedures

established

and

approved

the

Board.

The

Fund

does

not

separately

report

the

effect

changes

foreign

exchange

rates

from

changes

market

prices

securities

held.

Such

changes

are

included

net

realized

and

unrealized

gain

loss

from

investments

the

Statement of

Operations.

Realized

foreign

exchange

gains

losses

arise

from

sales

foreign

currencies,

currency

gains

losses

realized

between

the

trade

and

settlement

dates

securities

transactions

and

the

difference

between

the

recorded

amounts

dividends,

interest,

and

foreign

withholding

taxes

and

the

U.S.

dollar

equivalent

the

amounts

actually

received

paid.

Net

unrealized

foreign

exchange

gains

and

losses

arise

from

changes

foreign

exchange

rates

foreign

denominated

assets

and

liabilities

other

than

investments

securities

held

the

end

the

reporting

period.

Income

and

Deferred

Taxes

is the Fund's

policy

qualify

regulated

investment

company

under

the

Internal

Revenue

Code. The Fund

intends

distribute

shareholders

substantially

all

its

taxable

income

and

net

realized

gains

relieve

from

federal

income

and

excise

taxes.

result,

provision

for

U.S.

federal

income

taxes

required.

The Fund

may

subject

foreign

taxation

income

received,

capital

gains

the

sale

securities

and

certain

foreign

currency

transactions

the

foreign

jurisdictions

which

invests.

Foreign

taxes,

any,

are

recorded

based

the

tax

regulations

and

rates

that

exist

the

foreign

markets

which

the

Fund

invests.

When

capital

gain

tax

determined

apply,

the

Fund

records

estimated

deferred

tax

liability

amount

that

would

payable

the

securities

were

disposed

the

valuation

date.

The Fund

may

recognize

income

tax

liability

its

uncertain

tax

positions

under

U.S.

GAAP

when

the

uncertain

tax

position

has

less

than

50%

probability

that

will

sustained

upon

examination

the

tax

authorities

based

its

technical

merits.

September

30,

2024, the Fund

has

determined

that

tax

liability

required

its

financial

statements

uncertain

tax

positions

for

any

open

tax

years

(or

expected

taken

future

tax

years).

Open

tax

years

are

those

that

remain

subject

examination

and

are

based

the

statute

limitations

each

jurisdiction

which

the Fund

invests.

Security

Transactions,

Investment

Income,

Expenses

and

Distributions

Security

transactions

are

accounted

for

trade

date.

Realized

gains

and

losses

security

transactions

are

determined

specific

identification

basis. Estimated

expenses

are

accrued

daily.

Dividend

income

recorded

the

ex-dividend

date

except

for

certain

dividends

from

securities

where

the

dividend

rate

not

available.

such cases,

the

dividend

recorded

soon

the

information

received

the

Fund. Distributions

shareholders

are recorded

the

ex-dividend

date.

Distributable

earnings

are

determined

according

income

tax

regulations

(tax

basis)

and

may

differ

from

earnings

recorded

accordance

with

U.S.

GAAP.

These

differences

may

permanent

temporary.

Permanent

differences

are

reclassified

among

capital

accounts

reflect

their

tax

character.

These

reclassifications

have

impact

net

Organization

and

Significant

Accounting

Policies

(continued)

Financial

Instrument

Valuation

(continued)

Franklin

Managed

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Franklin

Rising

Dividends

Fund

(continued)

assets

the

results

operations.

Temporary

differences

are

not

reclassified,

they

may

reverse

subsequent

periods.

Realized

and

unrealized

gains

and

losses

and

net

investment

income,

excluding

class

specific

expenses,

are

allocated

daily

each

class

based

upon

the

relative

proportion

net

assets

each

class.

Differences

per

distributions

class

are

generally

due

differences

class

specific

expenses.

Accounting

Estimates

The

preparation

financial

statements

accordance

with

U.S.

GAAP

requires

management

make

estimates

and

assumptions

that

affect

the

reported

amounts

assets

and

liabilities

the

date

the

financial

statements

and

the

amounts

income

and

expenses

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates.

Guarantees

and

Indemnifications

Under

the Fund's

organizational

documents,

its

officers

and trustees

are

indemnified

the

Fund against

certain

liabilities

arising

out

the

performance

their

duties

the

Fund.

Additionally,

the

normal

course

business,

the

Fund

enters

into

contracts

with

service

providers

that

contain

general

indemnification

clauses.

The Fund's

maximum

exposure

under

these

arrangements

unknown

this

would

involve

future

claims

that

may

made

against

the Fund

that

have

not

yet

occurred.

Currently,

the Fund

expects

the

risk

loss

remote.

Beneficial

Interest

September

30,

2024,

there

were

unlimited

number

authorized

(without

par

value).

Transactions

the

Fund's

were

follows:

Year

Ended

September

30,

2024

Year

Ended

September

30,

2023

Amount

Class

sold

...................................

12,507,205

$1,139,633,011

18,899,790

$1,609,470,737

issued

reinvestment

distributions

..........

8,981,141

782,204,298

9,646,027

806,233,833

redeemed

...............................

(26,694,187)

(2,434,616,933)

(26,892,166)

(2,287,211,772)

Net

increase

(decrease)

..........................

(5,205,841)

$(512,779,624)

1,653,651

$128,492,798

Class

sold

...................................

1,067,320

$94,906,106

1,785,428

$148,390,420

issued

reinvestment

distributions

..........

408,901

34,699,244

594,062

48,458,491

redeemed

..............................

(3,499,148)

(311,610,354)

(5,907,261)

(493,362,873)

Net

increase

(decrease)

..........................

(2,022,927)

$(182,005,004)

(3,527,771)

$(296,513,962)

Class

sold

...................................

243,299

$22,187,822

340,798

$28,864,636

issued

reinvestment

distributions

..........

84,779

7,350,216

98,130

8,166,754

redeemed

...............................

(430,231)

(38,864,044)

(528,521)

(44,904,661)

Net

increase

(decrease)

..........................

(102,153)

$(9,326,006)

(89,593)

$(7,873,271)

Organization

and

Significant

Accounting

Policies

(continued)

Security

Transactions,

Investment

Income,

Expenses

and

Distributions

(continued)

Franklin

Managed

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Franklin

Rising

Dividends

Fund

(continued)

Transactions

with

Affiliates

Franklin

Resources,

Inc.

the

holding

company

for

various

subsidiaries

that

together

are

referred

Franklin

Templeton.

Certain

officers

and trustees

the Fund are

also

officers

and/or

directors

the

following

subsidiaries:

Management

Fees

The

Fund

pays

investment

management fee,

calculated daily and

paid

monthly,

Advisers based

on the

average

daily net

assets

the

Fund

follows:

For

the

year

ended

September

30,

2024,

the

gross

effective

investment

management

fee

rate

was 0.490%

the

Fund’s

average daily

net

assets.

Administrative

Fees

Under

agreement

with

Advisers,

Services

provides

administrative

services

the

Fund.

The

fee

paid

Advisers

based

the Fund's

average

daily

net

assets,

and

not

additional

expense

the

Fund.

Year

Ended

September

30,

2024

Year

Ended

September

30,

2023

Amount

Class

sold

...................................

6,067,761

$551,820,455

8,433,112

$717,033,472

issued

reinvestment

distributions

..........

1,654,109

144,050,422

1,582,127

132,203,049

redeemed

...............................

(6,914,320)

(631,841,513)

(5,871,115)

(499,999,931)

Net

increase

(decrease)

..........................

807,550

$64,029,364

4,144,124

$349,236,590

Advisor

Class

sold

...................................

5,673,949

$515,625,220

7,492,690

$638,398,268

issued

reinvestment

distributions

..........

2,090,254

181,984,055

2,199,756

183,736,871

redeemed

...............................

(9,050,935)

(828,384,114)

(8,629,579)

(732,076,784)

Net

increase

(decrease)

..........................

(1,286,732)

$(130,774,839)

1,062,867

$90,058,355

May

include

portion

Class

that

were

automatically

converted

Class

Subsidiary

Affiliation

Franklin

Advisers,

Inc.

(Advisers)

Investment

manager

Franklin

Templeton

Services,

LLC

(FT

Services)

Administrative

manager

Franklin

Distributors,

LLC

(Distributors)

Principal

underwriter

Franklin

Templeton

Investor

Services,

LLC

(Investor

Services)

Transfer

agent

Annualized

Fee

Rate

Net

Assets

0.750%

and

including

$500

million

0.625%

Over

$500

million,

and

including

billion

0.500%

Over

billion,

and

including

billion

0.490%

Over

billion,

and

including

$10

billion

0.480%

Over

$10

billion,

and

including

$20

billion

0.470%

excess

$20

billion

Beneficial

Interest

(continued)

Franklin

Managed

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Franklin

Rising

Dividends

Fund

(continued)

Distribution

Fees

The

Board

has

adopted

distribution

plans

for

each

class,

with

the

exception

Class

and

Advisor

Class

shares,

pursuant

Rule

12b-1

under

the

1940

Act.

Under

the

Fund's

Class

reimbursement

distribution

plan,

the

Fund

reimburses

Distributors

for

costs

incurred

connection

with

the

servicing,

sale

and

distribution

of the

Fund's

the

maximum

annual

plan

rate.

Under

the

Class

reimbursement

distribution

plan,

costs

exceeding

the

maximum

for

the

current

plan

year

cannot

reimbursed

subsequent

periods.

addition,

under

the

Fund's

Class

and

R compensation

distribution

plans,

the

Fund

pays

Distributors

for

costs

incurred

connection

with

the

servicing,

sale

and

distribution

the

Fund's

the

maximum

annual

plan

rate

for

each

class.

The

plan

year,

for

purposes

monitoring

compliance

with

the

maximum

annual

plan

rates,

February

through

January

31.

The

maximum

annual

plan

rates,

based

the

average

daily

net

assets,

for

each

class,

are

follows:

Sales

Charges/Underwriting

Agreements

Front-end

sales

charges

and

contingent

deferred

sales

charges

(CDSC)

not

represent

expenses

the

Fund.

These

charges

are

deducted

from

the

proceeds

sales

fund

prior

investment

from

redemption

proceeds

prior

remittance,

applicable.

Distributors

has

advised

the

Fund

the

following

commission

transactions

the

sales

and

redemptions

the

Fund's

for

the

year:

Transfer

Agent

Fees

Each

class

shares pays

transfer

agent

fees,

calculated

monthly

and

paid

monthly, to

Investor

Services

for

its

performance

shareholder

servicing

obligations. Effective

October

2023,

the

fees

are based

fixed

margin

earned

Investor

Services

and

are allocated

the Fund

based

upon

relative

assets

and

relative

transactions.

Prior

October

2023,

the

fees

were

based

annualized

asset

based

fee

0.016%

plus

transaction

based

fee. In

addition,

each

class reimburses

Investor

Services

for

out

pocket

expenses

incurred

and,

except

for

Class

R6, reimburses

shareholder

servicing

fees

paid

third

parties.

These

fees

paid

third

parties

are

accrued

and

allocated

daily

based

upon

their

relative

proportion

such

classes'

aggregate

net

assets.

Class

pays

Investor

Services

transfer

agent

fees

allocated

specifically

that

class

based

upon

its

relative

assets

and

relative

transactions.

For

the

year

ended

September

30,

2024,

the Fund

paid

transfer

agent

fees

noted

the

Statement of

Operations,

which

$5,655,603

was

retained

Investor

Services.

Investments

Affiliated

Management

Investment

Companies

The

Fund

invests

one

affiliated

management

investment

companies.

defined

the

1940

Act,

investment

deemed

“Controlled

Affiliate”

fund

when

fund

owns,

either

directly

indirectly,

25%

the

affiliated

fund’s

outstanding

has

the

power

exercise

control

over

management

policies

such

fund.

The

Fund

does

not

invest

for

purposes

exercising

controlling

influence

over

the

management

policies.

Management

fees

paid

the

Fund

are

waived

assets

invested

the

affiliated

management

investment

companies,

noted

the

Statement

Operations,

amount

not

exceed

the

management

and

administrative

fees

paid

directly

indirectly

each

affiliate.

During

the

year

ended

September

30,

2024,

the

Fund

held

investments

affiliated

management

investment

companies

follows:

Class

....................................................................................

0.25%

Class

....................................................................................

1.00%

Class

....................................................................................

0.50%

Sales

charges

retained

net

commissions

paid

unaffiliated

brokers/dealers

..............................

$1,601,370

CDSC

retained

..............................................................................

$133,225

Transactions

with

Affiliates

(continued)

Franklin

Managed

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Franklin

Rising

Dividends

Fund

(continued)

Waiver

and

Expense

Reimbursements

Transfer

agent

fees

Class

the

Fund have

been

capped

that

transfer

agent

fees

for

that

class

not

exceed

0.03%

based

the

average

net

assets

the

class

until January 31,

2025.

Income

Taxes

The

tax

character

distributions

paid

during

the

years

ended

September

30,

2024

and

2023,

was

follows:

September

30,

2024,

the

cost

investments,

net

unrealized

appreciation

(depreciation),

undistributed

ordinary

income

and

undistributed

long

term

capital

gains for

income

tax

purposes

were

follows:

Differences

between

income

and/or

capital

gains

determined

book

basis

and

tax

basis

are

primarily

due

differing

treatments

corporate

actions.

Investment

Transactions

Purchases

and

sales

investments (excluding

short

term

securities) for

the

year

ended

September

30,

2024,

aggregated

$3,260,403,313 and

$4,317,845,287,

respectively.

Value

Beginning

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

Unrealized

Appreciation

(Depreciation)

Value

End

Year

Number

Held

End

Year

Investment

Income

Franklin

Rising

Dividends

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

Money

Market

Portfolio,

4.74%

$927,810,935

$2,291,676,649

$(2,906,855,958)

$—

$312,631,626

312,631,626

$31,465,148

Total

Affiliated

Securities

...

$927,810,935

$2,291,676,649

$(2,906,855,958)

$—

$312,631,626

$31,465,148

2024

2023

Distributions

paid

from:

Ordinary

income

..........................................................

$261,755,657

$256,497,090

Long

term

capital

gain

......................................................

935,611,485

973,387,327

$1,197,367,142

$1,229,884,417

Cost

investments

..........................................................................

$11,408,087,839

Unrealized

appreciation

........................................................................

$17,518,583,402

Unrealized

depreciation

........................................................................

(43,587,600)

Net

unrealized

appreciation

(depreciation)

..........................................................

$17,474,995,802

Distributable

earnings:

Undistributed

ordinary

income

...................................................................

$35,505,295

Undistributed

long

term

capital

gains

..............................................................

2,000,985,317

Total

distributable

earnings

.....................................................................

$2,036,490,612

Transactions

with

Affiliates

(continued)

Investments

Affiliated

Management

Investment

Companies

(continued)

Franklin

Managed

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Franklin

Rising

Dividends

Fund

(continued)

Credit

Facility

The

Fund,

together

with

other

U.S.

registered

and

foreign

investment

funds

(collectively,

Borrowers),

managed

Franklin

Templeton,

are

borrowers

joint

syndicated

senior

unsecured

credit

facility

totaling

$2.675

billion

(Global

Credit

Facility)

which

matures

January

31,

2025.

This

Global

Credit

Facility

provides

source

funds

the

Borrowers

for

temporary

and

emergency

purposes,

including

the

ability

meet

future

unanticipated

unusually

large

redemption

requests.

Under

the

terms

the

Global

Credit

Facility,

the

Fund

shall,

addition

interest

charged

any

borrowings

made

the

Fund

and

other

costs

incurred

the

Fund,

pay

its

fees

and

expenses

incurred

connection

with

the

implementation

and

maintenance

the

Global

Credit

Facility,

based

upon

its

relative

the

aggregate

net

assets

all

the

Borrowers,

including

annual

commitment

fee

0.15%

based

upon

the

unused

portion

the

Global

Credit

Facility.

These

fees

are

reflected

other

expenses

the

Statement

Operations.

During

the

year

ended

September

30,

2024,

the Fund

did

not

use

the

Global

Credit

Facility.

Fair

Value

Measurements

The

Fund

follows

fair

value

hierarchy

that

distinguishes

between

market

data

obtained

from

independent

sources

(observable

inputs)

and

the Fund's

own

market

assumptions

(unobservable

inputs).

These

inputs

are

used

determining

the

value

the

Fund's financial

instruments

and

are

summarized

the

following

fair

value

hierarchy:

Level

–

quoted

prices

active

markets

for

identical

financial

instruments

Level

–

other

significant

observable

inputs

(including

quoted

prices

for

similar

financial

instruments,

interest

rates,

prepayment

speed,

credit

risk,

etc.)

Level

–

significant

unobservable

inputs

(including

the

Fund's

own

assumptions

determining

the

fair

value

financial

instruments)

The

input

levels

are

not

necessarily

indication

the

risk

liquidity

associated

with

financial

instruments

that

level.

September

30,

2024,

all

the Fund's

investments

financial

instruments

carried

fair

value

were

valued

using

Level 1

inputs.

For

detailed

categories,

see

the

accompanying

Schedule

Investments.

Subsequent

Events

The

Fund

has

evaluated

subsequent

events

through

the

issuance

the

financial

statements

and

determined

that

events

have

occurred

that

require

disclosure.

Franklin

Managed

Trust

Report

Independent

Registered

Public

Accounting

Firm

franklintempleton.com

Annual

Report

the

Board

Trustees

Franklin

Managed

Trust

and

Shareholders

Franklin

Rising

Dividends

Fund

Opinion

the

Financial

Statements

have

audited

the

accompanying

statement

assets

and

liabilities,

including

the

schedule

investments,

Franklin

Rising

Dividends

Fund

(the

"Fund")

September

30,

2024,

the

statement

operations

for

the

year

ended

September

30,

2024,

the

statement

changes

net

assets

for

each

the

two

years

the

period

ended

September

30,

2024,

including

the

notes,

and

the

financial

highlights

for

each

the

five

years

the

period

ended

September

30,

2024

(collectively

referred

the

“financial

statements”).

our

opinion,

the

financial

statements

present

fairly,

all

material

respects,

the

financial

position

the

Fund

September

30,

2024,

the

results

its

operations

for

the

year

then

ended,

the

changes

its

net

assets

for

each

the

two

years

the

period

ended

September

30,

2024

and

the

financial

highlights

for

each

the

five

years

the

period

ended

September

30,

2024

conformity

with

accounting

principles

generally

accepted

the

United

States

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

the

Fund’s

management.

Our

responsibility

express

opinion

the

Fund’s

financial

statements

based

our

audits.

are

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

independent

with

respect

the

Fund

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

the

Securities

and

Exchange

Commission

and

the

PCAOB.

conducted

our

audits

these

financial

statements

accordance

with

the

standards

the

PCAOB.

Those

standards

require

that

plan

and

perform

the

audit

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

material

misstatement,

whether

due

error

fraud.

Our

audits

included

performing

procedures

assess

the

risks

material

misstatement

the

financial

statements,

whether

due

error

fraud,

and

performing

procedures

that

respond

those

risks.

Such

procedures

included

examining,

test

basis,

evidence

regarding

the

amounts

and

disclosures

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

management,

well

evaluating

the

overall

presentation

the

financial

statements.

Our

procedures

included

confirmation

securities

owned

September

30,

2024

correspondence

with

the

custodian

and

transfer

agent.

believe

that

our

audits

provide

reasonable

basis

for

our

opinion.

/s/PricewaterhouseCoopers

LLP

San

Francisco,

California

November

18,

2024

have

served

the

auditor

one

investment

companies

the

Franklin

Templeton

Group

Funds

since

1948.

Franklin

Managed

Trust

Tax

Information

(unaudited)

franklintempleton.com

Semiannual

Report

mid-February,

tax

information

shareholder's

proportionate

distributions

paid

during

the

preceding

calendar

year

will

received,

applicable.

Please

also

refer

www.franklintempleton.com

for

per

tax

information

any

distributions

paid

during

the

preceding

calendar

year.

Shareholders

are

advised

consult

with

their

tax

advisors

for

further

information

the

treatment

these

amounts

their

tax

returns.

The

following

tax

information

for

the

Fund

required

furnished

shareholders

with

respect

income

earned

and

distributions

paid

during

its

fiscal

year.

The

Fund

hereby

reports

the

following

amounts,

subsequently

determined

different,

the

maximum

allowable

amounts,

for

the

fiscal

year

ended

September

30,

2024:

Pursuant

to:

Amount

Reported

Long-Term

Capital

Gain

Dividends

Distributed

§852(b)(3)(C)

$1,000,526,912

Income

Eligible

for

Dividends

Received

Deduction

(DRD)

§854(b)(1)(A)

$411,849,878

Qualified

Dividend

Income

Earned

(QDI)

§854(b)(1)(B)

$458,476,051

Franklin

Managed

Trust

franklintempleton.com

Annual

Report

FRANKLIN

MANAGED

TRUST

Franklin

Rising

Dividends

Fund

(Fund)

in-person

meeting

held

April

16,

2024

(Meeting),

the

Board

Trustees

(Board)

Franklin

Managed

Trust

(Trust),

including

majority

the

trustees

who

are

not

“interested

persons”

defined

the

Investment

Company

Act

1940

(Independent

Trustees),

reviewed

and

approved

the

continuance

the

investment

management

agreement

between

Franklin

Advisers,

Inc.

(Manager)

and

the

Trust,

behalf

the

Fund

(Management

Agreement)

for

additional

one-year

period.

The

Independent

Trustees

received

advice

from

and

met

separately

with

Independent

Trustee

counsel

considering

whether

approve

the

continuation

the

Management

Agreement.

considering

the

continuation

the

Management

Agreement,

the

Board

reviewed

and

considered

information

provided

the

Manager

the

Meeting

and

throughout

the

year

meetings

the

Board

and

its

committees.

The

Board

also

reviewed

and

considered

information

provided

response

detailed

set

requests

for

information

submitted

the

Manager

Independent

Trustee

counsel

behalf

the

Independent

Trustees

connection

with

the

annual

contract

renewal

process.

addition,

prior

the

Meeting,

the

Independent

Trustees

held

virtual

contract

renewal

meeting

which

the

Independent

Trustees

first

conferred

amongst

themselves

and

Independent

Trustee

counsel

about

contract

renewal

matters,

and

then

met

with

management

request

additional

information

that

the

Independent

Trustees

reviewed

and

considered

prior

and

the

Meeting.

The

Board

reviewed

and

considered

all

the

factors

deemed

relevant

approving

the

continuance

the

Management

Agreement,

including,

but

not

limited

to:

(i)

the

nature,

extent

and

quality

the

services

provided

the

Manager;

(ii)

the

investment

performance

the

Fund;

(iii)

the

costs

the

services

provided

and

profits

realized

the

Manager

and

its

affiliates

from

the

relationship

with

the

Fund;

(iv)

the

extent

which

economies

scale

are

realized

the

Fund

grows;

and

(v)

whether

fee

levels

reflect

these

economies

scale

for

the

benefit

Fund

investors.

approving

the

continuance

the

Management

Agreement,

the

Board,

including

majority

the

Independent

Trustees,

determined,

through

the

exercise

its

business

judgment,

that

the

terms

the

Management

Agreement

are

fair

and

reasonable

and

that

the

continuance

the

Management

Agreement

the

best

interests

the

Fund

and

its

shareholders.

Changes

and

Disagreements

with

Accountants

For

the

period

covered

this

report

Not

applicable.

Results

Meeting(s)

Shareholders

For

the

period

covered

this

report

Not

applicable.

Remuneration

Paid

Directors,

Officers

and

Others

For

the

period

covered

this

report

Refer

the

financial

statements

included

herein.

Board

Approval

Management

and

Subadvisory

Agreements

For

the

period

covered

this

report

Franklin

Managed

Trust

franklintempleton.com

Annual

Report

While

attention

was

given

all

information

furnished,

the

following

discusses

some

primary

factors

relevant

the

Board’s

determination.

Nature,

Extent

and

Quality

Services

The

Board

reviewed

and

considered

information

regarding

the

nature,

extent

and

quality

investment

management

services

provided

the

Manager

and

its

affiliates

the

Fund

and

its

shareholders.

This

information

included,

among

other

things,

the

qualifications,

background

and

experience

the

senior

management

and

investment

personnel

the

Manager,

well

information

succession

planning

where

appropriate;

the

structure

investment

personnel

compensation;

oversight

third-

party

service

providers;

investment

performance

reports

and

financial

information

for

the

Fund;

reports

expenses

and

shareholder

services;

legal

and

compliance

matters;

risk

controls;

pricing

and

other

services

provided

the

Manager

and

its

affiliates;

and

management

fees

charged

the

Manager

and

its

affiliates

funds

and

other

accounts,

including

management’s

explanation

differences

among

accounts

where

relevant.

The

Board

also

reviewed

and

considered

annual

report

payments

made

Franklin

Templeton

(FT)

the

Fund

financial

intermediaries,

well

memorandum

relating

third-party

servicing

arrangements.

The

Board

acknowledged

the

ongoing

integration

the

Putnam

family

funds

into

the

family

funds

and

management’s

continued

development

strategies

address

areas

heightened

concern

the

mutual

fund

industry,

including

various

regulatory

initiatives

and

continuing

geopolitical

concerns.

The

Board

also

reviewed

and

considered

the

benefits

provided

Fund

shareholders

investing

fund

that

part

the

family

funds.

The

Board

noted

the

financial

position

Franklin

Resources,

Inc.

(FRI),

the

Manager’s

parent,

and

its

commitment

the

mutual

fund

business

evidenced

its

continued

reassessment

the

fund

offerings

response

acquisitions

and

the

market

environment,

well

project

initiatives

and

capital

investments

relating

the

services

provided

the

Fund

the

organization.

The

Board

specifically

noted

FT’s

commitment

technological

innovation

and

advancement,

including

its

initiative

create

new

enterprise-wide

artificial

intelligence

platform.

Following

consideration

such

information,

the

Board

was

satisfied

with

the

nature,

extent

and

quality

services

provided

the

Manager

and

its

affiliates

the

Fund

and

its

shareholders.

Fund

Performance

The

Board

reviewed

and

considered

the

performance

results

the

Fund

over

various

time

periods

ended

December

31,

2023.

The

Board

considered

the

performance

returns

for

the

Fund

comparison

the

performance

returns

mutual

funds

deemed

comparable

the

Fund

included

universe

(Performance

Universe)

selected

Broadridge

Financial

Solutions,

Inc.

(Broadridge),

independent

provider

investment

company

data.

The

Board

received

description

the

methodology

used

Broadridge

select

the

mutual

funds

included

Performance

Universe.

The

Board

also

reviewed

and

considered

Fund

performance

reports

provided

and

discussions

that

occurred

with

portfolio

managers

Board

meetings

throughout

the

year.

summary

the

Fund’s

performance

results

below.

The

Performance

Universe

for

the

Fund

included

the

Fund

and

all

retail

and

institutional

large-cap

core

funds.

The

Board

noted

that

the

Fund’s

annualized

total

return

for

the

one-,

three-,

five-

and

10-year

periods

was

below

the

median

its

Performance

Universe.

The

Board

discussed

the

Fund’s

performance

with

management

and

management

explained

that

the

Fund’s

underperformance

for

the

one-year

period

was

largely

due

the

strong

outperformance

number

technology-

oriented

companies,

collectively

known

the

“Magnificent

Seven.”

Management

also

explained

that,

while

the

Fund’s

performance

was

positively

impacted

underweight

the

“Magnificent

Seven”

2022,

the

cumulative

two-year

impact

Fund

performance

given

the

strong

performance

the

“Magnificent

Seven”

2023

adversely

impacted

the

Fund’s

three-

and

five-year

performance.

Management

further

explained

that

the

Fund

seeks

invest

least

80%

its

assets

companies

that

have

paid

consistently

rising

dividends

and

that

the

Fund

was

underweight

the

“Magnificent

Seven”

most

were

non-dividend

paying

companies.

Management

discussed

with

the

Board

the

actions

that

are

being

taken/have

been

taken

effort

improve

the

overall

performance

the

Fund,

including

enhancements

its

investment

process.

The

Board

noted

that,

although

below

the

median,

the

Fund’s

annualized

total

return

was

above

8.00%

for

each

period.

The

Board

concluded

that

the

Fund’s

Management

Agreement

should

continued

for

additional

one-year

period,

while

management’s

efforts

continue

closely

monitored.

Franklin

Managed

Trust

franklintempleton.com

Annual

Report

Comparative

Fees

and

Expenses

The

Board

reviewed

and

considered

information

regarding

the

Fund’s

actual

total

expense

ratio

and

its

various

components,

including,

applicable,

management

fees;

transfer

agent

expenses;

underlying

fund

expenses;

Rule

12b-1

and

non-Rule

12b-1

service

fees;

and

other

non-management

fees.

The

Board

also

noted

the

quarterly

and

annual

reports

receives

all

marketing

support

payments

made

financial

intermediaries.

The

Board

considered

the

actual

total

expense

ratio

and,

separately,

the

contractual

management

fee

rate,

without

the

effect

fee

waivers,

any

(Management

Rate)

the

Fund

comparison

the

median

expense

ratio

and

median

Management

Rate,

respectively,

other

mutual

funds

deemed

comparable

and

with

similar

expense

structure

the

Fund

selected

Broadridge

(Expense

Group).

Broadridge

fee

and

expense

data

based

upon

information

taken

from

each

fund’s

most

recent

annual

semi-annual

report,

which

reflects

historical

asset

levels

that

may

quite

different

from

those

currently

existing,

particularly

period

market

volatility.

While

recognizing

such

inherent

limitation

and

the

fact

that

expense

ratios

and

Management

Rates

generally

increase

assets

decline

and

decrease

assets

grow,

the

Board

believed

the

independent

analysis

conducted

Broadridge

appropriate

measure

comparative

fees

and

expenses.

The

Broadridge

Management

Rate

includes

administrative

charges,

and

the

actual

total

expense

ratio,

for

comparative

consistency,

was

shown

for

Class

for

the

Fund

and

for

the

other

funds

the

Expense

Group.

The

Board

received

description

the

methodology

used

Broadridge

select

the

mutual

funds

included

Expense

Group.

The

Expense

Group

for

the

Fund

included

the

Fund

and

other

large-cap

core

funds.

The

Board

noted

that

the

Management

Rate

and

actual

total

expense

ratio

for

the

Fund

were

below

the

medians

its

Expense

Group.

The

Board

concluded

that

the

Management

Rate

charged

the

Fund

reasonable.

Profitability

The

Board

reviewed

and

considered

information

regarding

the

profits

realized

the

Manager

and

its

affiliates

connection

with

the

operation

the

Fund.

this

respect,

the

Board

considered

the

Fund

profitability

analysis

provided

the

Manager

that

addresses

the

overall

profitability

FT’s

fund

business,

well

its

profits

providing

investment

management

and

other

services

each

the

individual

funds

during

the

12-month

period

ended

September

30,

2023,

being

the

most

recent

fiscal

year-end

for

FRI.

The

Board

noted

that

although

management

continually

makes

refinements

its

methodologies

used

calculating

profitability

response

organizational

and

product-related

changes,

the

overall

methodology

has

remained

consistent

with

that

used

the

Fund’s

profitability

report

presentations

from

prior

years.

The

Board

also

noted

that

independent

registered

public

accounting

firm

has

been

engaged

the

Manager

periodically

review

and

assess

the

allocation

methodologies

used

solely

the

Fund’s

Board

with

respect

the

profitability

analysis.

The

Board

noted

management’s

belief

that

costs

incurred

establishing

the

infrastructure

necessary

for

the

type

mutual

fund

operations

conducted

the

Manager

and

its

affiliates

may

not

fully

reflected

the

expenses

allocated

the

Fund

determining

its

profitability,

well

the

fact

that

the

level

profits,

certain

extent,

reflected

operational

cost

savings

and

efficiencies

initiated

management.

part

this

evaluation,

the

Board

considered

management’s

outsourcing

certain

operations,

which

effort

has

required

considerable

up-front

expenditures

the

Manager

but,

over

the

long

run

expected

result

greater

efficiencies.

The

Board

also

noted

management’s

expenditures

improving

shareholder

services

provided

the

Fund,

well

the

need

implement

systems

and

meet

additional

regulatory

and

compliance

requirements

resulting

from

recent

Securities

and

Exchange

Commission

and

other

regulatory

requirements.

The

Board

also

considered

the

extent

which

the

Manager

and

its

affiliates

might

derive

ancillary

benefits

from

fund

operations,

including

revenues

generated

from

transfer

agent

services,

potential

benefits

resulting

from

personnel

and

systems

enhancements

necessitated

fund

growth,

well

increased

leverage

with

service

providers

and

counterparties.

Based

upon

its

consideration

all

these

factors,

the

Board

concluded

that

the

level

profits

realized

the

Manager

and

its

affiliates

from

providing

services

the

Fund

was

not

excessive

view

the

nature,

extent

and

quality

services

provided

the

Fund.

Franklin

Managed

Trust

franklintempleton.com

Annual

Report

Economies

Scale

The

Board

reviewed

and

considered

the

extent

which

the

Manager

may

realize

economies

scale,

any,

the

Fund

grows

larger

and

whether

the

Fund’s

management

fee

structure

reflects

any

economies

scale

for

the

benefit

shareholders.

With

respect

possible

economies

scale,

the

Board

noted

the

existence

management

fee

breakpoints,

which

operate

generally

any

economies

scale

with

the

Fund’s

shareholders

reducing

the

Fund’s

effective

management

fees

the

Fund

grows

size.

The

Board

considered

the

Manager’s

view

that

any

analyses

potential

economies

scale

managing

particular

fund

are

inherently

limited

light

the

joint

and

common

costs

and

investments

the

Manager

incurs

across

the

family

funds

whole.

The

Board

concluded

that

the

extent

economies

scale

may

realized

the

Manager

and

its

affiliates,

the

Fund’s

management

fee

structure

provided

sharing

benefits

with

the

Fund

and

its

shareholders

the

Fund

grows.

Conclusion

Based

its

review,

consideration

and

evaluation

all

factors

believed

relevant,

including

the

above-described

factors

and

conclusions,

the

Board

unanimously

approved

the

continuation

the

Management

Agreement

for

additional

one-year

period.

4358-AFSOI

11/24

2024

Franklin

Templeton.

All

rights

reserved.

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. N/A

Item 13. Portfolio Managers of Closed-End Management Investment Companies. N/A

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. N/A

Item 15. Submission of Matters to a Vote of Security Holders.

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein.

Item 16. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. The Registrant maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective.

(b) Changes in Internal Controls. There have been no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect the internal control over financial reporting.

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Company. N/A

Item 18. Recovery of Erroneously Awarded Compensation.

(a) N/A

(b) N/A

Item 19. Exhibits.

(a)(1) Code of Ethics

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer - Finance and Administration, and Jeffrey White, Chief Financial Officer, Chief Accounting Officer and Treasurer

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer - Finance and Administration, and Jeffrey White, Chief Financial Officer, Chief Accounting Officer and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FRANKLIN MANAGED TRUST

By	/s/ CHRISTOPHER KINGS
	Christopher Kings
	Chief Executive Officer - Finance and Administration

Date	November 27, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ CHRISTOPHER KINGS
	Christopher Kings
	Chief Executive Officer - Finance and Administration

Date	November 27, 2024

By	/s/ JEFFREY WHITE
	Jeffrey White
	Chief Financial Officer, Chief Accounting Officer and Treasurer

Date	November 27, 2024

Franklin Managed Trust N-CSRCertified annual shareholder report (management investment company)