Franklin Resources reports 1.61M-share sale; retains large stake

Rhea-AI Filing Summary

Franklin Resources (BEN), a 10% owner and affiliate of the investment adviser to Clarion Partners Real Estate Income Fund Inc., reported a sale of common stock. On 10/15/2025, the filer disclosed a Code S transaction of 1,614,310.646 shares at $11.46 per share. Following the sale, the filer reported beneficial ownership of 11,796,668.951 shares, held directly.

The filer notes these holdings span four share classes, primarily Class I Shares. The report was signed by an authorized officer on behalf of Franklin Resources, Inc. and its subsidiaries.

Insights

Equity Ownership and Governance Analyst

Large Section 16 sale by a 10% owner reduces stake but leaves a substantial position outstanding.

Franklin Resources, Inc. reported a disposition of 1,614,310.646 shares of Clarion Partners Real Estate Income Fund Inc. on 10/15/2025 at $11.46 per share. The filer is identified as a 10% Owner and an Affiliate of Investment Adviser. Following the transaction, beneficial ownership stands at 11,796,668.951 shares in aggregate across four classes, including 11,780,962.65 of Class I Shares.

This filing signals a material change in beneficial ownership by a large holder under Section 16. While the filer reduced holdings, it retains a significant position. The disclosure itemizes share classes: 5,223.242 (Class S), 5,232.408 (Class T), 5,250.651 (Class D), and 11,780,962.65 (Class I). The transaction code "S" indicates an open market or private sale, and the form does not reference a Rule 10b5-1 plan checkbox as marked.

Key items to watch include any subsequent Form 4 filings around this trade date, shifts in aggregate holdings across classes, and whether additional sales occur after 10/15/2025. Monitoring total beneficial ownership versus future transactions can clarify whether this is a one-time reduction or part of an ongoing rebalancing.

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 CA 94403-1906

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/15/2025		S		1,614,310.646(1)	D	$11.46	11,796,668.951(2)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Class I Shares

2. Franklin Resources, Inc.("FRI") owns 11,796,668.951shares in the aggregate among four share classes. Specifically, FRI owns 5,223.242 Shares of Class S Shares, 5,232.408 Shares of Class T Shares, 5,250.651 Shares of Class D Shares and 11,780,962.65 Shares of Class I Shares.

Remarks:

	/s/Thomas C. Mandia, Assistant Secretary of Franklin Resources, Inc., on behalf of Franklin Resources, Inc. and its subsidiaries	10/27/2025
	** 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.

FAQ

What did Franklin Resources (BEN) report on this Form 4?

A sale of Clarion Partners Real Estate Income Fund Inc. common stock on 10/15/2025 under transaction code S.

How many shares were sold and at what price?

The filer sold 1,614,310.646 shares at $11.46 per share.

How many shares does the filer own after the transaction?

The filer reported beneficial ownership of 11,796,668.951 shares, held directly.

What is the filer’s relationship to the issuer?

Listed as a 10% Owner and Affiliate of Investment Adv. to the issuer.

Which share classes make up the reported ownership?

Holdings include 5,223.242 Class S, 5,232.408 Class T, 5,250.651 Class D, and 11,780,962.65 Class I Shares.

Was the transaction part of a Rule 10b5-1 plan?

The form includes a checkbox for Rule 10b5-1(c); the excerpt does not indicate it was checked.