SCHEDULE: Franklin Resources Increases Clarion Real Estate Fund Stake

Franklin Resources, Inc. and its affiliates reported a 27.6% beneficial ownership in Clarion Partners Real Estate Income Fund Inc., reflecting strategic investment and portfolio adjustments.

Summary

• Franklin Resources, Inc. (FRI) and its affiliates beneficially own 23,506,374 Class I Shares of Clarion Partners Real Estate Income Fund Inc., representing 27.6% of the outstanding shares as of December 15, 2025.
• This ownership includes 10,025,036 shares held in a FRI corporate account and 13,481,338 shares held for fiduciary accounts managed by FRI's investment management subsidiaries, including Franklin Advisers, Inc.
• Franklin Advisers, Inc. alone beneficially owns 9,623,759 shares, or 11.3% of the class.
• Initial acquisitions included 10,025,036 shares for $111,538,648 and 13,481,338 shares for $162,986,440, funded by working capital.
• 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 various open market purchases between October 22, 2025, and December 15, 2025, by Fiduciary Trust Company International for fiduciary accounts, with prices ranging from $11.39 to $11.48 per share.
• On December 4, 2025, FRI transferred 1,755,926.251 shares to Legg Mason Funding Ltd. at $11.39 per share, which were then contributed to Clarion Partners Real Estate Income International Access Fund on December 5, 2025.

Sentiment

Score: 6

Explanation: The filing is neutral in tone, primarily reporting a significant beneficial ownership stake and related transactions. The purpose is stated as investment and facilitating real estate acquisitions, which is generally positive for the issuer, but it's a factual disclosure rather than a performance update.

Positives

• Franklin Resources, Inc. maintains a significant strategic investment in Clarion Partners Real Estate Income Fund Inc., indicating continued confidence in the asset class.
• The acquisition of shares is intended for investment and to facilitate the acquisition of the Issuer's commercial real estate investments, aligning with a clear investment strategy.

Risks

• Future investment decisions by the Reporting Persons are subject to overall market conditions, other investment opportunities, and the availability and price levels of the Issuer's shares.
• The Issuer's financial position, results, prospects, strategic direction, and actions by its portfolio managers could affect the Reporting Persons' investment.
• General economic and industry conditions may impact the value of the investment.

Future Outlook

Reporting Persons may endeavor to increase or decrease their position in the Issuer through open market or private transactions, depending on overall market conditions, other investment opportunities, and the availability and price of shares. Investment decisions will also consider the Issuer's financial position, results, prospects, strategic direction, and general economic and industry conditions.

Management Comments

• Franklin Resources, Inc. and its investment management subsidiaries, including Franklin Advisers, Inc., acquired the Shares for investment and to facilitate the acquisition of the Issuer's commercial real estate investments.
• Reporting Persons may at any time review, reconsider and change their position and/or change their purpose and/or develop such plans or proposals.

Industry Context

This filing reflects a major asset manager's continued strategic positioning in the real estate income fund sector, indicating a sustained interest in real estate as an investment class. The activity suggests a long-term investment horizon and potential for further adjustments within their managed portfolios, aligning with broader trends of institutional investors seeking stable income-generating assets.

Legal Proceedings

• None of the Reporting Persons or associated individuals have been convicted in criminal proceedings (excluding traffic violations) in the last five years.
• None of the Reporting Persons or associated individuals were party to civil proceedings resulting in judgments, decrees, or final orders related to federal or state securities laws in the last five years.

Related Party Transactions

• Transfer of Class S, T, and D Shares from Legg Mason, Inc. (a subsidiary of Franklin Resources, Inc.) to Franklin Resources, Inc. for no consideration on March 12, 2021.
• Transfer of 1,755,926.251 shares from Franklin Resources, Inc. to Legg Mason Funding Ltd. (a subsidiary) on December 4, 2025.
• Contribution of these shares by Legg Mason Funding Ltd. to Clarion Partners Real Estate Income International Access Fund (a series of Franklin Templeton Private Markets Fund, part of Franklin Resources' ecosystem) on December 5, 2025.

Stakeholder Impact

• Shareholders: The significant beneficial ownership by Franklin Resources, Inc. and its affiliates may provide stability and institutional backing for the Issuer. Potential future increases or decreases in their position could influence share price and liquidity.
• Management: The stated purpose of facilitating commercial real estate acquisitions suggests alignment with the Issuer's core business, potentially supporting management's strategic objectives.

Next Steps

• Reporting Persons may increase or decrease their position in the Issuer.
• Reporting Persons may review, reconsider, and change their investment position or purpose.

Key Dates

Keywords

Franklin Resources, Clarion Partners, Real Estate Income Fund, SEC Filing, Schedule 13D, Beneficial Ownership, Investment Management, Real Estate Investment, Institutional Investor, Asset Management