SCHEDULE: Franklin Resources Amends Clarion Partners Stake

Franklin Resources, Inc. and its affiliates updated their beneficial ownership in Clarion Partners Real Estate Income Fund Inc. to 25.9% of Class I Shares.

Summary

• Franklin Resources, Inc. (FRI) and its investment management subsidiaries beneficially own 21,982,748 Class I Shares of Clarion Partners Real Estate Income Fund Inc., representing 25.9% of the class.
• Franklin Advisers, Inc. (FAV) beneficially owns 9,634,115 shares, or 11.3% of the class.
• FRI acquired 8,443,314 shares for a purchase price of $93,538,648 from working capital, inclusive of $50,000,000 paid by Legg Mason, Inc.
• An additional 13,539,434 shares were acquired for a purchase price of $165,150,985 for the benefit of fiduciary accounts managed by FRI's investment management subsidiaries.
• On March 12, 2021, 5,223 Class S, 5,232 Class T, and 5,251 Class D Shares were transferred to FRI from Legg Mason, Inc. for no consideration.
• Recent transactions include open market purchases by Fiduciary Trust Company International between November 26, 2025, and January 14, 2026, at prices ranging from $11.38 to $11.45 per share.
• On December 4-5, 2025, FRI transferred 1,755,926.251 shares to Legg Mason Funding Ltd. and subsequently to Clarion Partners Real Estate Income International Access Fund at $11.39 per share, with no change in FRI's beneficial ownership.
• The Issuer repurchased 1,581,722 shares at $11.38 per share through a tender offer on January 14, 2026.
• 10,356 shares were purchased through the Issuer's Dividend Reinvestment Plan at $11.36 per share on January 14, 2026.

Sentiment

Score: 5

Explanation: This is a routine amendment to a Schedule 13D, updating beneficial ownership and recent transactions. It reflects ongoing investment activity by Franklin Resources but does not contain significant positive or negative news for the Issuer.

Future Outlook

Reporting Persons may increase or decrease their position in the Issuer based on overall market conditions, other investment opportunities, share prices, the Issuer's financial position, results, prospects, strategic direction, and actions by the Issuer's portfolio managers.

Industry Context

This filing reflects ongoing investment activity by a major asset manager (Franklin Resources) in a real estate income fund. It highlights the continued interest of institutional investors in real estate-focused investment vehicles, potentially for diversification or income generation, within the broader asset management industry.

Related Party Transactions

• On March 12, 2021, 5,223 Class S, 5,232 Class T, and 5,251 Class D Shares of Common Stock were transferred for no consideration from Legg Mason, Inc. (a subsidiary of Franklin Resources, Inc.) to Franklin Resources, Inc.
• On December 4, 2025, Franklin Resources, Inc. transferred 1,755,926.251 Shares to Legg Mason Funding Ltd. (a related entity) at $11.39 per Share.
• On December 5, 2025, Legg Mason Funding Ltd. contributed those Shares to Clarion Partners Real Estate Income International Access Fund, a series of Franklin Templeton Private Markets Fund (both related entities), at $11.39 per Share.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's stake and recent trading activity. The tender offer repurchase and dividend reinvestment plan purchases could slightly impact liquidity and share count.
• Management: Awareness of a large, active institutional shareholder.

Next Steps

• Reporting Persons may review, reconsider, and change their investment position and purpose at any time, potentially increasing or decreasing their holdings in the Issuer.

Key Dates

Keywords

Franklin Resources, Clarion Partners, Real Estate Income Fund, Schedule 13D, Beneficial Ownership, Investment Management, Class I Shares, SEC Filing, Asset Management