Franklin Resources shifts share classes in Clarion fund

Franklin Resources, Inc., a 10% owner of Clarion Partners Real Estate Income Fund Inc., reported internal share-class rebalancing on Common Stock.

Rhea-AI Filing Summary

Franklin Resources, Inc., a 10% owner of Clarion Partners Real Estate Income Fund Inc., reported internal share-class rebalancing on Common Stock. On April 16, 2026, Franklin Resources redeemed 88,028.169 Class I Shares and purchased 88,105.727 Class S Shares to maintain capitalization and liquidity in Class S following an investor’s shift out of that class. After these moves, Franklin Resources held an aggregate 8,459,020.38 shares across four classes, including Class S, Class T, Class D and Class I Shares, indicating a structural adjustment rather than a net increase or decrease in overall fund exposure.

Insider Trade Summary

Other: 176,133.896 shares

Other 2 txns

Insider FRANKLIN RESOURCES INC

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock	88,028.169	$11.36	$1000K
Other	Common Stock	88,105.727	$11.35	$1.00M

Holdings After Transaction: Common Stock — 8,459,097.938 shares (Direct)

Footnotes (4)

1. F1. Class I Shares
2. F2. On April 16, 2026, Franklin Resources, Inc. ("FRI") redeemed 88,028.169 Class I Shares and purchased 88,105.727 Class S Shares to maintain capitalization and liquidity in Class S Shares on account of an investor rebalancing its holdings from Class S Shares. FRI owns 8,459,020.38 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 8,355,285.91 Shares of Class I Shares.
3. F3. LIMITED POWERS OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS (incorporated by reference to Form 4 filed on January 16, 2026)
4. F4. Class S Shares

Key Figures

Class I Shares redeemed: 88,028.169 shares Class S Shares purchased: 88,105.727 shares Aggregate shares owned: 8,459,020.38 shares +5 more

8 metrics

Class I Shares redeemed 88,028.169 shares Redeemed on April 16, 2026 as part of restructuring (code J)

Class S Shares purchased 88,105.727 shares Purchased on April 16, 2026 to maintain Class S capitalization and liquidity

Aggregate shares owned 8,459,020.38 shares Total Franklin Resources holdings across four fund share classes after transactions

Class S holdings 93,328.969 shares Franklin Resources’ position in Class S Shares after restructuring

Class I holdings 8,355,285.91 shares Franklin Resources’ position in Class I Shares after restructuring

Class T holdings 5,232.408 shares Franklin Resources’ position in Class T Shares after restructuring

Class D holdings 5,250.651 shares Franklin Resources’ position in Class D Shares after restructuring

Implied prices per share $11.35–$11.36 per share Prices for the Class S and Class I restructuring transactions on April 16, 2026

Key Terms

Other acquisition or disposition, Class I Shares, Class S Shares, Section 13 and 16 reporting obligations, +1 more

5 terms

Other acquisition or disposition financial

"transaction_code_description: "Other acquisition or disposition" for code J"

Class I Shares financial

"FRI redeemed 88,028.169 Class I Shares and holds 8,355,285.91 Class I Shares"

Class S Shares financial

"FRI purchased 88,105.727 Class S Shares and holds 93,328.969 Class S Shares"

Section 13 and 16 reporting obligations regulatory

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

ten percent owner regulatory

"reporting person marked as is_ten_percent_owner: 1 for Franklin Resources"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Franklin Resources report in this Clarion Partners (BEN) Form 4 filing?

Franklin Resources reported internal share-class rebalancing in Clarion Partners Real Estate Income Fund. It redeemed Class I Shares and purchased a similar amount of Class S Shares on April 16, 2026 to support capitalization and liquidity in Class S after an investor rebalanced out of that class.

How many Clarion Partners Class I Shares did Franklin Resources redeem?

Franklin Resources redeemed 88,028.169 Class I Shares of Clarion Partners Real Estate Income Fund on April 16, 2026. This redemption was part of a restructuring transaction described as an “other acquisition or disposition,” linked to an investor reallocating away from Class S Shares within the fund.

How many Clarion Partners Class S Shares did Franklin Resources purchase?

Franklin Resources purchased 88,105.727 Class S Shares of Clarion Partners Real Estate Income Fund on April 16, 2026. The purchase was undertaken to maintain capitalization and liquidity in Class S Shares after an investor rebalanced its holdings away from that share class, offsetting the related redemption.

What is Franklin Resources’ total share ownership in Clarion Partners’ fund after these transactions?

Following the April 16, 2026 transactions, Franklin Resources owned an aggregate 8,459,020.38 shares across four classes of Clarion Partners Real Estate Income Fund. These holdings span Class S, Class T, Class D and Class I Shares, reflecting its overall position in the fund after the rebalancing.

How are Franklin Resources’ holdings distributed across Clarion Partners share classes?

Franklin Resources holds 93,328.969 Class S Shares, 5,232.408 Class T Shares, 5,250.651 Class D Shares and 8,355,285.91 Class I Shares. Together these positions total 8,459,020.38 shares, showing most exposure concentrated in Class I, with smaller amounts in the other three classes.

What does transaction code J mean in this Franklin Resources Form 4 for Clarion Partners?

Transaction code J indicates “other acquisition or disposition.” In this case, Franklin Resources used J-coded transactions to document a restructuring where it redeemed Class I Shares and purchased Class S Shares, rather than straightforward open-market buying or selling of Clarion Partners fund shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/20/2026 - 06:17 PM EDT Learn about SEC filing dates

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	X	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)
04/16/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/16/2026		J		88,028.169(1)	D	$11.36	8,370,992.211(2)	D(3)
Common Stock	04/16/2026		J		88,105.727(4)	A	$11.35	8,459,097.938(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. On April 16, 2026, Franklin Resources, Inc. ("FRI") redeemed 88,028.169 Class I Shares and purchased 88,105.727 Class S Shares to maintain capitalization and liquidity in Class S Shares on account of an investor rebalancing its holdings from Class S Shares. FRI owns 8,459,020.38 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 8,355,285.91 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)

4. Class S Shares

Remarks:

	/s/Thomas C. Mandia, Assistant Secretary of Franklin Resources, Inc., on behalf of Franklin Resources, Inc. and its subsidiaries	04/20/2026
	** 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)