Franklin Resources (NYSE: BEN) sells Clarion Partners shares in filing

Rhea-AI Filing Summary

Franklin Resources, Inc., a more than 10% owner and affiliate of the investment adviser to Clarion Partners Real Estate Income Fund Inc., reported selling 1,581,722.32 shares of common stock on January 14, 2026 at a price of $11.38 per share. After this sale, Franklin Resources beneficially owns a total of 8,459,020.38 shares across four share classes, including Class S, Class T, Class D and Class I shares. The filing indicates these holdings remain directly owned by Franklin Resources and reflect its continuing large ownership position in the fund.

Insights

Institutional ownership analyst

Franklin Resources reports a sizable sale but remains a large holder.

Franklin Resources, Inc. disclosed a sale of 1,581,722.32 shares of Clarion Partners Real Estate Income Fund Inc. common stock at $11.38 per share on January 14, 2026. The sale is coded as an open-market or similar disposition of non-derivative securities, reported as directly owned.

Even after this transaction, Franklin Resources reports beneficial ownership of an aggregate 8,459,020.38 shares spread across Class S, Class T, Class D and Class I shares, including 8,443,314.079 Class I shares. This indicates that, while the sale is meaningful in absolute terms, Franklin Resources continues to hold a substantial position in the fund, and the filing mainly updates the market on its current stake.

Insider Trade Summary

Net Seller: 1,581,722.32 shares ($18,000,000)

Net Sell 1 txn

Insider FRANKLIN RESOURCES INC

Role 10% Owner

Sold 1,581,722.32 shs ($18.00M)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,581,722.32	$11.38	$18.00M

Holdings After Transaction: Common Stock — 8,459,020.38 shares (Direct)

Footnotes (1)

1. Class I Shares Franklin Resources, Inc.("FRI") owns 8,459,020.38 shares 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 8,443,314.079 Shares of Class I Shares. See Exhibits 99-1 and 99-2 for text of footnote, which Exhibits are incorporated by reference herein.

Form 4 Insider Transactions: What Each Field Means →

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)
01/14/2026

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	01/14/2026		S		1,581,722.32(1)	D	$11.38	8,459,020.38(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)
				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 8,459,020.38 shares 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 8,443,314.079 Shares of Class I Shares.

3. See Exhibits 99-1 and 99-2 for text of footnote, which Exhibits are incorporated by reference herein.

Remarks:

	/s/Thomas C. Mandia, Assistant Secretary of Franklin Resources, Inc., on behalf of Franklin Resources, Inc. and its subsidiaries	01/16/2026
	** 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.

FAQ

Who reported this Form 4 transaction related to Clarion Partners Real Estate Income Fund Inc. (BEN)?

The reporting person is Franklin Resources, Inc., identified as a more than 10% owner and an affiliate of the investment adviser to Clarion Partners Real Estate Income Fund Inc..

How many Clarion Partners shares did Franklin Resources sell in this Form 4?

Franklin Resources reported selling 1,581,722.32 shares of Clarion Partners Real Estate Income Fund Inc. common stock in the reported transaction.

At what price were the Clarion Partners shares sold by Franklin Resources?

The reported sale price was $11.38 per share for the common stock of Clarion Partners Real Estate Income Fund Inc.

When did Franklin Resources’ reported sale of Clarion Partners shares occur?

The transaction date reported on the Form 4 is January 14, 2026.

How many Clarion Partners shares does Franklin Resources own after this transaction?

After the reported sale, Franklin Resources beneficially owns an aggregate of 8,459,020.38 shares across four share classes of Clarion Partners Real Estate Income Fund Inc.

How are Franklin Resources’ remaining Clarion Partners shares distributed across classes?

The filing states that Franklin Resources owns 5,223.242 Class S shares, 5,232.408 Class T shares, 5,250.651 Class D shares, and 8,443,314.079 Class I shares.

Is the reported ownership of Clarion Partners shares by Franklin Resources direct or indirect?

The Form 4 lists the ownership form as Direct (D) for the reported Clarion Partners Real Estate Income Fund Inc. common stock holdings.