SCHEDULE: Franklin Resources Boosts Stake in Clarion Real Estate Fund

Franklin Resources, Inc. and its affiliates have increased their beneficial ownership in Clarion Partners Real Estate Income Fund Inc. to 29.4% of Class I Shares.

Summary

• Franklin Resources, Inc. (FRI) and its affiliates beneficially own 23,675,636 Class I Shares of Clarion Partners Real Estate Income Fund Inc., representing 29.4% of the 80,641,410 Class I Shares outstanding as of October 2, 2025.
• FRI's beneficial ownership includes 13,395,273 Class I Shares held in a corporate account and 10,280,362 shares held for fiduciary accounts managed by its investment management subsidiaries, including a fund managed by Franklin Advisers, Inc. (FAV).
• Franklin Advisers, Inc. (FAV) beneficially owns 7,867,833 shares, or 9.8%, primarily through its role as investment adviser to Franklin Income Fund.
• The acquisition of 13,395,273 shares cost $149,035,935, funded by FRI's and Legg Mason, Inc.'s working capital.
• An additional 10,280,362 shares were acquired for $127,948,346 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 from Legg Mason, Inc. (now an FRI subsidiary) to FRI for no consideration.
• Fiduciary Trust Company International, an FRI investment management subsidiary, made several open market purchases of Class I Shares between August 4, 2025, and October 2, 2025, at prices ranging from $11.43 to $11.53 per share.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to a significant increase in beneficial ownership by a major institutional investor, indicating confidence in the Issuer's investment strategy and assets. The stated purpose is for investment, and there are no immediate plans for disruptive changes.

Positives

• Increased significant institutional ownership by Franklin Resources, Inc., a major investment management firm, signals confidence in the Issuer's commercial real estate investments.
• The stated purpose of the acquisition is for investment and to facilitate the acquisition of the Issuer's commercial real estate investments, suggesting a strategic alignment.
• The Reporting Persons have no current plans for actions that would result in changes to the Issuer's control, structure, or business, indicating stability.

Risks

• The Reporting Persons may endeavor to increase or decrease their position in the Issuer based on overall market conditions, other investment opportunities, and the availability of shares at desirable prices.
• Future investment decisions by the Reporting Persons will be influenced by the Issuer's financial position, results, prospects, strategic direction, actions by the Issuer's portfolio managers, share price levels, and general economic and industry conditions.

Future Outlook

The Reporting Persons may increase or decrease their position in the Issuer through open market or private transactions, depending on market conditions, other investment opportunities, and the Issuer's financial performance and strategic direction. There are no current plans for actions that would result in changes to the Issuer's control or business operations.

Industry Context

This filing reflects a significant investment by a major player in the asset management industry, Franklin Resources, Inc., into a real estate income fund. Such a substantial stake by a large institutional investor can be seen as a vote of confidence in the real estate sector, particularly in income-generating assets, amidst broader market conditions. It also highlights the ongoing consolidation and strategic positioning within the investment management space, as evidenced by the prior transfer of shares from Legg Mason, now an FRI subsidiary.

Legal Proceedings

• None of the Reporting Persons, nor to their knowledge, any persons listed on Exhibit C, have been convicted in a criminal proceeding or were party to a civil proceeding enjoining future violations of securities laws in the last five years.

Related Party Transactions

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

Stakeholder Impact

• Shareholders: Increased institutional ownership by Franklin Resources, Inc. may provide stability and potentially influence future strategic decisions, though no immediate plans for control changes are indicated.
• Investment Professionals: The significant stake by Franklin Resources, Inc. could draw increased attention and analysis to Clarion Partners Real Estate Income Fund Inc. within the investment community.

Next Steps

• The Reporting Persons may review, reconsider, and change their investment position and purpose at any time.
• Potential future purchases or sales of shares on the open market or in private transactions by the Reporting Persons.

Key Dates

Keywords

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