SCHEDULE: Franklin Resources Affirms 32.4% Stake in Clarion Partners Real Estate Income Fund

Franklin Resources, Inc. and its affiliates have updated their beneficial ownership in Clarion Partners Real Estate Income Fund Inc., maintaining a significant 32.4% stake in the Class I Common Stock.

Summary

• Franklin Resources, Inc. (FRI) and its affiliates, including Franklin Advisers, Inc. (FAV), collectively beneficially own 23,508,528 Class I Shares of Common Stock in Clarion Partners Real Estate Income Fund Inc., representing 32.4% of the outstanding shares.
• This ownership includes 13,395,273 Class I Shares held in a Franklin Resources, Inc. corporate account and 10,113,254 shares held for the benefit of fiduciary accounts managed by FRI's investment management subsidiaries.
• Franklin Advisers, Inc. directly holds sole voting and dispositive power over 7,867,833 shares, accounting for 10.9% of the class, primarily for Franklin Income Fund.
• The initial acquisition of 13,395,273 shares cost $149,035,935, including $50,000,000 paid by Legg Mason, Inc. (now an FRI subsidiary).
• An additional 10,113,254 shares were acquired for $126,759,802 for fiduciary accounts.
• Recent transactions by Fiduciary Trust Company International, an FRI affiliate, included open market purchases of 179,683 shares between June 10, 2025, and July 28, 2025, at prices ranging from $11.50 to $11.54 per share.
• A repurchase through a tender offer by the Issuer on July 30, 2025, involved 1,519,097 shares at $11.52 per share.
• The purpose of the investment is for general investment and to facilitate the acquisition of the Issuer's commercial real estate investments.

Sentiment

Score: 6

Explanation: The filing indicates a stable, significant ownership by a major financial institution with a stated purpose of investment and facilitating real estate acquisitions, which is generally positive. No explicit negative financial or operational news is present.

Positives

• Franklin Resources, Inc.'s substantial 32.4% beneficial ownership indicates a strong, long-term commitment from a major institutional investor, potentially signaling confidence in the Issuer's strategy and assets.
• The stated purpose of facilitating the acquisition of the Issuer's commercial real estate investments suggests a strategic alignment that could support the Issuer's growth objectives.

Risks

• The reporting persons explicitly state they may endeavor to increase or decrease their position in the Issuer, which could introduce volatility to the share price depending on their future actions.
• Investment decisions are subject to overall market conditions, other investment opportunities, and the Issuer's financial position, results, prospects, and strategic direction, which are inherent risks to any investment.

Future Outlook

The reporting persons may endeavor to increase or decrease their position in the Issuer through open market purchases, private transactions, or otherwise, depending on overall market conditions, other investment opportunities, and the availability and price of the shares. Their investment strategy will also consider the Issuer's financial position, results, prospects, strategic direction, and actions by the Issuer's portfolio managers.

Industry Context

This filing reflects a significant institutional investment in a real estate income fund, a common strategy for asset managers like Franklin Resources to gain exposure to the commercial real estate sector. Such large stakes by established financial entities can influence market perception of the fund's stability and investment appeal within the broader real estate investment trust (REIT) and income fund landscape.

Legal Proceedings

• None of the Reporting Persons, nor any persons listed on Exhibit C, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• None of the Reporting Persons, nor any persons listed on Exhibit C, were party to a civil proceeding resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws in the last five years.

Related Party Transactions

• On March 12, 2021, 5,223 Class S Shares, 5,232 Class T Shares, and 5,251 Class D Shares of Common Stock of the Issuer were transferred for no consideration from Legg Mason, Inc. (now a subsidiary of Franklin Resources, Inc.) to Franklin Resources, Inc.

Stakeholder Impact

• Shareholders may view the significant and stable ownership by Franklin Resources, Inc. as a positive indicator of confidence in the Issuer's long-term prospects and stability.
• The Issuer's management may benefit from the strategic alignment with a major institutional investor, potentially facilitating future commercial real estate investment opportunities.

Next Steps

• Reporting persons may increase or decrease their investment position in the Issuer based on market conditions and other investment opportunities.

Key Dates

Keywords

Beneficial ownership, Franklin Resources, Clarion Partners Real Estate Income Fund, SEC filing, Schedule 13D, Real estate investment, Institutional investor, Common stock, Investment management