CLARION PARTNERS REAL ESTATE INCOME FUND INC.
28.80%
30,781,546
1762562
May 26, 2026
May 29, 2026, 07:34 AM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Franklin Resources, Inc. | CO | 28.80% | 30,781,546 | 30,781,546 | 0 |
| Franklin Advisers, Inc. | CO | 18.70% | 20,052,693 | 20,052,693 | 0 |
| Charles B. Johnson | Individual | 0.00% | 0 | 0 | 0 |
| Rupert H. Johnson, Jr. | Individual | 0.00% | 0 | 0 | 0 |
Disclosure Items (7)
CLASS I SHARES OF COMMON STOCK $.001 PAR VALUE PER SHARE
CLARION PARTNERS REAL ESTATE INCOME FUND INC.
620 8th Avenue, New York, NY, 10018
This Schedule 13D is being filed by Franklin Resources, Inc., a Delaware corporation ("FRI"), Charles B. Johnson ("C. Johnson"), Rupert H. Johnson, Jr. ("R. Johnson, Jr."), and Franklin Advisers, Inc., a California corporation ("FAV", and together with FRI, C. Johnson and R. Johnson, Jr., the "Reporting Persons"). FAV is a direct wholly-owned subsidiary of FRI. C. Johnson and R. Johnson, Jr. are the principal stockholders of FRI. R. Johnson, Jr. is also the Vice Chairman of FRI and C. Johnson is an Executive Consultant to FRI. C. Johnson and R. Johnson, Jr. are citizens of the United States.
The address of the principal business office of each of the Reporting Persons is One Franklin Parkway, San Mateo, California 94403-1906. The directors and principal executive officers of FRI and FAV, their present principal occupations, citizenship and business addresses are listed on Exhibit C.
The principal business of FRI is to act as a holding company for various subsidiaries engaged in the investment management and related services business. The principal business of FAV is investment management. The principal occupation of each of C. Johnson and R. Johnson, Jr. are listed on Exhibit C.
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.
Franklin Resources, Inc.: Delaware Charles B. Johnson and Rupert H. Johnson, Jr.: USA Franklin Advisers, Inc.: California
The Reporting Persons have invested in the Issuer as follows: 6,682,751 Shares were acquired for a purchase price of $74,352,346 inclusive of $50,000,000 paid by Legg Mason, Inc. (now a subsidiary of FRI), from FRI's and Legg Mason, Inc.'s working capital; and 24,098,795 Shares were acquired for a purchase price of $285,226,423 for the benefit of fiduciary accounts managed by FRI's investment management subsidiaries from their working capital, including funds managed by FAV. As of April 16, 2025 93,329 Class S Shares of Common Stock of the Issuer, 5,232 Class T Shares of Common Stock of the Issuer, and 5,251 Class D Shares of Common Stock of the Issuer were transferred for no consideration from Legg Mason, Inc. to FRI. C. Johnson and R. Johnson, Jr. do not own directly any shares of the Issuer. On December 4 and 5, 2025, FRI transferred 1,755,926.251 Shares from its corporate account to Clarion Partners Real Estate Income International Access Fund, a series of Franklin Templeton Private Markets Fund, for total consideration of $20,000,000. On April 16, 2026, 88,028 Class I Shares were redeemed by FRI for its corporate account at a per share price of $11.36 and FRI purchased from its corporate account 88,106 Class S Shares at a per share price of $11.35 to maintain capitalization and liquidity in Class S Shares on account of an investor rebalancing its holdings from Class S Shares. On April 20, 2026, 1,672,535 Class I Shares were redeemed by FRI for its corporate account at a per share price of $11.36.
30,781,546 or 28.8%
Sole power to vote or to direct the vote of the Shares: Franklin Resources, Inc.: 6,682,751 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 Franklin Advisers, Inc.: 20,052,693 Fiduciary Trust Company International: 2,681,326 Fiduciary Trust International of California: 1,116,861 Fiduciary Trust International of the South: 60,010 Fiduciary Trust Co International of Pennsylvania: 47,735 Fiduciary Trust International LLC: 140,170 Shared power to vote or to direct the vote of the Shares: 0 Sole power to dispose or to direct the disposition of the Shares: Franklin Resources, Inc.: 6,682,751 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 Franklin Advisers, Inc.: 20,052,693 Fiduciary Trust Company International: 2,850,586 Fiduciary Trust International of California: 357,599 Fiduciary Trust International of the South: 60,010 Fiduciary Trust Co International of Pennsylvania: 47,735 Fiduciary Trust International LLC: 140,170 Shared power to dispose or to direct the disposition of the Shares: 0
The purchases of Shares described below were made directly from the Issuer in private non-exchange traded transactions: Date of Transactions Number of Shares Price Per Share in USD 3/30/2026 901 11.37 3/31/2026 1,322,751 11.34 3/31/2026 24 11.37 4/9/2026 881 11.35 4/14/2026 22,006 11.36 4/17/2026 264 11.36 4/20/2026 11,682 11.35 4/20/2026 13,652 11.37 4/20/2026 2,358 11.33 4/20/2026 593 11.36 4/22/2026 17,605 11.36 4/24/2026 880 11.37 4/28/2026 4,394 11.38 4/30/2026 526 11.40 5/1/2026 1,323,919 11.33 5/4/2026 20,030 11.33 5/15/2026 441 11.34 5/18/2026 17,568 11.35 5/27/2026 1,100 11.36 In addition to the foregoing transactions, on April 16, 2026, 88,028 Class I Shares were redeemed by FRI for its corporate account at a per share price of $11.36 and FRI purchased from its corporate account 88,106 Class S Shares at a per share price of $11.35 to maintain capitalization and liquidity in Class S Shares on account of an investor rebalancing its holdings from Class S Shares. On April 20, 2026, 1,672,535 Class I Shares were redeemed by FRI for its corporate account at a per share price of $11.36.
The clients of FRI's investment management subsidiaries, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, the securities reported herein. Franklin Income Fund, a series of Franklin Custodian Funds, an investment company registered under the Investment Company Act of 1940, has an interest in 7,867,833 shares, or 7.4%, of the class of securities reported herein.
Not Applicable
Not Applicable
Exhibit A: Joint Filing Agreement Exhibit B: Item 5 Ownership Exhibit C: Principal Executive Officers and Directors of FRI and FAV (incorporated by reference to Schedule 13D/A No. 24 filed on October 14, 2025) EXHIBIT A: JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this agreement on the date of the signing of this filing. Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. Franklin Advisers, Inc. By:/s/THOMAS C. MANDIA Thomas C. Mandia Assistant Secretary of Franklin Resources, Inc. Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13D Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13D Assistant Secretary of Franklin Advisers, Inc. Acknowledgment Franklin Custodian Funds on behalf of Franklin Income Fund By:/s/TARA GORMEL Tara Gormel Vice President and Assistant Secretary of Franklin Custodian Funds Exhibit B: Item 5 Ownership FRI is filing this report for itself and its affiliates, except as set forth herein. FRI and its investment management subsidiaries may be deemed to beneficially own the Shares for which such investment management subsidiaries are the investment adviser for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"). In addition, FAV may be deemed to beneficially own the Shares in its capacity as the investment adviser to Franklin Income Fund, a series of Franklin Custodian Funds, an investment company registered under the Investment Company Act of 1940 ("Franklin Income Fund"), pursuant to an investment management contract that grants investment and/or voting power to FAV. When an investment management contract (including a sub-advisory agreement) delegates to FAV investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats FAV as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Beneficial ownership by FRI and its affiliates is being reported herein in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) (the "1998 Release ") relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by each of FRI's affiliates whose ownership of securities is disaggregated from that of FRI in accordance with the 1998 Release ("FRI Disaggregated Affiliates") are exercised independently from FRI and from all other investment management subsidiaries of FRI (FRI, its affiliates and the investment management subsidiaries of FRI other than FRI Disaggregated Affiliates are collectively, "FRI Aggregated Affiliates"). Furthermore, internal policies and procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other hand, FRI, establish informational barriers that prevent the flow among, on the one hand, FRI Disaggregated Affiliates (including preventing the flow between such entities), and, on the other hand, the FRI Aggregated Affiliates, of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FRI Disaggregated Affiliates report the securities over which they hold investment and voting power separately from the FRI Aggregated Affiliates for purposes of Section 13 of the Act. C. Johnson and R. Johnson, Jr. (the "Principal Shareholders") may each own in excess of 10% of FRI's outstanding common stock and are the principal stockholders of FRI (see FRI's Proxy Statement-Stock Ownership of Certain Beneficial Owners). The Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of the Shares. FRI, FAV, and the Principal Shareholders disclaim any pecuniary interest in any of the Shares. In addition, the filing of the Schedule 13D on behalf of FRI and the Principal Shareholders should not be construed as an admission that any of them is, and each disclaims that it or he is, the beneficial owner, as defined in Rule 13d-3, of any of the Shares. FRI, FAV, and the Principal Shareholders believe that they are not a "group" within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the Shares held by any of them.