Franklin Resources (NYSE: BEN) sells 1.67M Clarion Partners fund shares

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Franklin Resources, Inc., an affiliate of the investment adviser to Clarion Partners Real Estate Income Fund Inc., reported an open-market sale of 1,672,535.211 shares of Common Stock on April 20, 2026 at $11.36 per share.

After this transaction, Franklin Resources, Inc. directly held an aggregate of 6,786,562.727 shares across four share classes, including Class S, Class T, Class D and Class I shares, as described in the footnotes.

Insider Trade Summary

Net Seller: 1,672,535.211 shares ($19,000,000)

Net Sell 1 txn

Insider FRANKLIN RESOURCES INC

Role null

Sold 1,672,535.211 shs ($19.00M)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,672,535.211	$11.36	$19.00M

Holdings After Transaction: Common Stock — 6,786,562.727 shares (Direct, null)

Footnotes (1)

Class I Shares Franklin Resources, Inc. ("FRI") owns 6,786,562.727 shares in the aggregate among four share classes. Specifically, FRI owns 93,328.969 Shares of Class S Shares, 5,232.408 Shares of Class T Shares, 5,250.651 Shares of Class D Shares and 6,682,750.699 Shares of Class I Shares. LIMITED POWERS OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS (incorporated by reference to Form 4 filed on January 16, 2026)

Key Figures

Shares sold: 1,672,535.211 shares Sale price per share: $11.36 per share Shares held after transaction: 6,786,562.727 shares +4 more

7 metrics

Shares sold 1,672,535.211 shares Open-market sale of Common Stock on April 20, 2026

Sale price per share $11.36 per share Execution price for reported open-market sale

Shares held after transaction 6,786,562.727 shares Total Franklin Resources holdings after sale

Class S Shares held 93,328.969 shares Portion of aggregate holdings in Class S

Class T Shares held 5,232.408 shares Portion of aggregate holdings in Class T

Class D Shares held 5,250.651 shares Portion of aggregate holdings in Class D

Class I Shares held 6,682,750.699 shares Portion of aggregate holdings in Class I

Key Terms

open-market sale, non-derivative, Section 13, Section 16, +1 more

5 terms

open-market sale financial

"transaction_action is described as an open-market sale of Common Stock"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

non-derivative financial

"the transaction_type field classifies the trade as non-derivative"

Section 13 regulatory

"LIMITED POWERS OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS"

Section 13 of the U.S. Securities Exchange Act requires public companies and large shareholders to disclose important ownership and reporting information to the market, including regular financial reports and filings when someone builds a significant stake. For investors it acts like a public checkbook and alert system: it provides verified updates on a company’s health and who controls it, helping buyers judge risk, spot takeover activity, and make informed decisions.

Section 16 regulatory

"LIMITED POWERS OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Class I Shares financial

"6,682,750.699 Shares of Class I Shares are reported in the footnote"

Form 4 Insider Transactions: What Each Field Means →

04/22/2026 - 10:10 AM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FRANKLIN RESOURCES INC

(Last)

(First)

(Middle)

ONE FRANKLIN PARKWAY

(Street)

SAN MATEO

CALIFORNIA

94403-1906

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Clarion Partners Real Estate Income Fund Inc. [ N/A ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Affiliate of Investment Adv.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/20/2026		S		1,672,535.211⁽¹⁾	D	$11.36	6,786,562.727⁽²⁾	D⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Class I Shares

2. Franklin Resources, Inc. ("FRI") owns 6,786,562.727 shares in the aggregate among four share classes. Specifically, FRI owns 93,328.969 Shares of Class S Shares, 5,232.408 Shares of Class T Shares, 5,250.651 Shares of Class D Shares and 6,682,750.699 Shares of Class I Shares.

3. LIMITED POWERS OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS (incorporated by reference to Form 4 filed on January 16, 2026)

Remarks:

	/s/Thomas C. Mandia, Assistant Secretary of Franklin Resources, Inc., on behalf of Franklin Resources, Inc. and its subsidiaries	04/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Franklin Resources report for Clarion Partners Real Estate Income Fund Inc. (BEN)?

Franklin Resources, Inc. reported an open-market sale of Clarion Partners Real Estate Income Fund Inc. Common Stock. The filing shows one transaction executed on April 20, 2026, reflecting a sizable reduction in its holdings while still retaining a large share position afterward.

How many Clarion Partners Real Estate Income Fund shares were sold in this Form 4?

The filing shows Franklin Resources, Inc. sold 1,672,535.211 shares of Clarion Partners Real Estate Income Fund Inc. Common Stock. This single open-market trade is the only reported transaction in the filing and is categorized as a non-derivative sale of common shares.

At what price were the Clarion Partners Real Estate Income Fund shares sold?

The 1,672,535.211 Clarion Partners Real Estate Income Fund Inc. Common Stock shares were sold at $11.36 per share. This price reflects the execution level for the open-market transaction reported, providing a clear reference point for the sale valuation in the disclosure.

How many Clarion Partners Real Estate Income Fund shares does Franklin Resources hold after the sale?

After the sale, Franklin Resources, Inc. held 6,786,562.727 shares of Clarion Partners Real Estate Income Fund Inc. in total. The footnotes explain this aggregate position spans four share classes, with specific amounts in Class S, Class T, Class D, and Class I Shares.

How are Franklin Resources’ holdings in Clarion Partners Real Estate Income Fund allocated by share class?

The filing states Franklin Resources, Inc. owns 93,328.969 Class S Shares, 5,232.408 Class T Shares, 5,250.651 Class D Shares and 6,682,750.699 Class I Shares. Together, these positions total 6,786,562.727 shares across all classes of the Clarion Partners Real Estate Income Fund Inc.

Is this Clarion Partners Real Estate Income Fund transaction classified as a buy or a sell?

The transaction is classified as a sell. The Form 4 uses code “S” and describes the event as an open-market sale of non-derivative Common Stock, with transaction_direction identified as “sell” and transaction_action described as an “open-market sale” in the structured data.