SCHEDULE: Franklin Resources Amends Clarion Partners Fund Stake

Franklin Resources, Inc. and its affiliates updated their beneficial ownership in Clarion Partners Real Estate Income Fund Inc. to 27.6%, detailing recent share transfers and purchases.

Summary

• Franklin Resources, Inc. (FRI) and its affiliates reported beneficial ownership of 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. (FAV).
• Franklin Advisers, Inc. (FAV) separately reported beneficial ownership of 9,623,759 shares, or 11.3% of the class.
• Charles B. Johnson and Rupert H. Johnson, Jr., principal stockholders of FRI, do not directly own shares of the Issuer.
• FRI acquired 10,025,036 shares for $111,538,648 and 13,481,338 shares for $162,986,440 for fiduciary accounts, funded by working capital.
• On March 12, 2021, Legg Mason, Inc. (now a FRI subsidiary) transferred 5,223 Class S, 5,232 Class T, and 5,251 Class D Shares to FRI for no consideration.
• 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, without changing FRI's beneficial ownership.
• Fiduciary Trust Company International made several open market purchases of shares between October 22, 2025, and December 15, 2025, at prices ranging from $11.39 to $11.48 per share.
• Franklin Income Fund, a registered investment company, holds an interest in 7,867,833 shares, or 9.23% of the class.

Sentiment

Score: 6

Explanation: The filing is neutral in tone, primarily a factual disclosure of beneficial ownership and transactions. The continued significant stake and strategic transfers suggest ongoing commitment to the investment, which is mildly positive, but there are no explicit positive or negative performance indicators.

Positives

• Continued significant investment by Franklin Resources, Inc. and its subsidiaries in Clarion Partners Real Estate Income Fund Inc., indicating confidence in the Issuer's commercial real estate investments.
• The strategic transfer of shares to Clarion Partners Real Estate Income International Access Fund suggests a structured approach to managing and allocating real estate-related investments within the Franklin Templeton ecosystem.

Risks

• Future investment decisions (increasing or decreasing position) 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

The 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 the shares. They may also review, reconsider, and change their investment position or purpose at any time.

Management Comments

• FRI and its investment management subsidiaries, including FAV, acquired the Shares for investment and to facilitate the acquisition of the Issuer's commercial real estate investments.
• The 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 ongoing portfolio management and strategic asset allocation within a large investment management group, Franklin Resources, Inc., which utilizes various funds and subsidiaries to manage its real estate-focused investments. The activity indicates a continued focus on real estate income funds as part of a diversified investment strategy, consistent with broader trends among institutional investors seeking exposure to real estate assets.

Legal Proceedings

• None of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit C, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• None of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit C, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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 during the last five years.

Related Party Transactions

• On March 12, 2021, Legg Mason, Inc. (a subsidiary of Franklin Resources, Inc.) transferred Class S, Class T, and Class D Shares to Franklin Resources, Inc. for no consideration.
• On December 4, 2025, Franklin Resources, Inc. transferred 1,755,926.251 shares to Legg Mason Funding Ltd. (a subsidiary of Franklin Resources, Inc.) 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 (also part of the Franklin Resources ecosystem).

Stakeholder Impact

• Shareholders of Clarion Partners Real Estate Income Fund Inc.: The significant and stable beneficial ownership by Franklin Resources, Inc. and its affiliates may provide a sense of stability and institutional backing for the fund. Ongoing trading activity by fiduciary accounts could influence market liquidity and price.
• Franklin Resources, Inc. Shareholders: The investment in Clarion Partners Real Estate Income Fund Inc. represents a portion of FRI's overall asset management strategy and portfolio, contributing to its diversified holdings.
• Clients of FRI's Investment Management Subsidiaries (e.g., Franklin Income Fund): These clients benefit from the investment management decisions made by FRI's subsidiaries, including the allocation to real estate income funds, which aims to generate returns and dividends.

Next Steps

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

Key Dates

Recommendation

This Schedule 13D amendment primarily updates beneficial ownership details and reports internal transfers and minor open market purchases by Franklin Resources, Inc. and its affiliates in Clarion Partners Real Estate Income Fund Inc. The filing indicates a continued, substantial institutional stake (27.6%) and strategic management of these assets within the Franklin Templeton ecosystem. There are no new material strategic initiatives, financial performance updates, or significant changes in investment thesis presented that would warrant a 'buy' or 'sell' recommendation. The current position appears to be part of an ongoing, long-term investment strategy. Therefore, a 'hold' recommendation is appropriate, advising investors to maintain their current position while monitoring future disclosures for any shifts in strategy or performance.

Keywords

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