STOCK TITAN

Franklin Resources (NYSE: BEN) reports 29.7% stake in Clarion real estate fund

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Franklin Resources, Inc. and affiliates report a 29.7% beneficial stake in Clarion Partners Real Estate Income Fund Inc.’s Class I common shares. They report beneficial ownership of 31,092,489 Class I Shares based on 104,737,148 shares outstanding as of April 17, 2026.

The position consists of 8,355,286 shares in a Franklin Resources corporate account and 22,737,203 shares held for fiduciary accounts managed by its investment management subsidiaries, including Franklin Advisers, Inc. They state the shares were acquired for investment and to facilitate the issuer’s commercial real estate investments.

Recent activity includes multiple private purchases from the issuer between February 17 and April 17, 2026 at prices around $11.32–$11.39 per share, plus an April 16, 2026 redemption of 88,028 Class I Shares at $11.36 per share and a related purchase of 88,106 Class S Shares at $11.35 per share.

Positive

  • None.

Negative

  • None.
Beneficial ownership 31,092,489 Class I Shares Beneficially owned by Franklin Resources, Inc. and affiliates
Ownership percentage 29.7% Of Class I Shares based on 104,737,148 outstanding as of April 17, 2026
Shares in corporate account 8,355,286 Class I Shares Held in a Franklin Resources, Inc. corporate account
Fiduciary accounts holdings 22,737,203 Class I Shares Held for fiduciary accounts managed by investment subsidiaries
Initial acquisition cost $92,960,988 Purchase price for 8,355,286 Shares, including $50,000,000 from Legg Mason, Inc.
Additional acquisition cost $268,279,435 Purchase price for 22,737,203 Shares for fiduciary accounts
Large block purchase 2,590,672 Shares at $11.38 Purchased on February 24, 2026 in a private transaction
Class I redemption 88,028 Shares at $11.36 Redeemed by Franklin Resources on April 16, 2026
beneficially own financial
"FRI and its investment management subsidiaries may be deemed to beneficially own the Shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Schedule 13D regulatory
"the attached statement on and to all amendments to such statement on Schedule 13D"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Investment Company Act of 1940 regulatory
"investment companies registered under the Investment Company Act of 1940 and other managed accounts"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
Rule 13d-3 regulatory
"may be deemed to beneficially own the Shares for purposes of Rule 13d-3 , as amended"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
working capital financial
"from FRI's and Legg Mason, Inc.'s working capital; and 22,737,203 Shares were acquired"
Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.
joint filing agreement regulatory
"the undersigned hereby agree to the joint filing with each other of the attached statement"





180567406

(CUSIP Number)
Thomas C. Merchant
One Franklin Parkway,
San Mateo, CA, 94403
800-632-2350

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/17/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
1. Consists of 8,355,286 Class I Shares of Common Stock held in a Franklin Resources, Inc. corporate account and 22,737,203 held for the benefit of fiduciary accounts managed by Franklin Resources Inc.'s investment management subsidiaries, including funds managed by Franklin Advisers, Inc. 2. Percentage represents the current beneficial ownership percentage that Franklin Resources, Inc. and its investment management subsidiaries may be deemed to beneficially own based upon 104,737,148 Class I Shares of Common Stock outstanding as of April 17, 2026. Class I Shares of Common Stock were initially transferred to Franklin Resources, Inc. for no consideration from Legg Mason, Inc. on March 12, 2021.


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


Franklin Resources, Inc.
Signature:/s/THOMAS C. MANDIA
Name/Title:Thomas C. Mandia, Assistant Secretary of Franklin Resources, Inc.
Date:04/21/2026
Charles B. Johnson
Signature:/s/THOMAS C. MANDIA
Name/Title:Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13G
Date:04/21/2026
Rupert H. Johnson, Jr.
Signature:/s/THOMAS C. MANDIA
Name/Title:Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule13G
Date:04/21/2026
Franklin Advisers, Inc.
Signature:/s/THOMAS C. MANDIA
Name/Title:Thomas C. Mandia, Assistant Secretary of Franklin Advisers, Inc.
Date:04/21/2026
Comments accompanying signature:
LIMITED POWER OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Thomas C. Mandia, Beth McAuley O'Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas and Navid J. Tofigh each acting individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. (FRI) and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a Reporting Entity), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the Exchange Act); and 2. seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and 3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: 1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; 2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; 3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and 4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of December, 2023. /s/CHARLES B. JOHNSON Signature Charles B. Johnson Print Name LIMITED POWER OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Thomas C. Mandia, Beth McAuley O'Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas and Navid J. Tofigh each acting individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. (FRI) and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a Reporting Entity), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the Exchange Act); and 2. seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and 3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: 1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; 2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; 3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and 4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of December, 2023. /s/RUPERT H. JOHNSON, JR. Signature Rupert H. Johnson, Jr. Print Name

FAQ

What ownership stake does Franklin Resources (BEN) report in Clarion Partners Real Estate Income Fund?

Franklin Resources reports beneficial ownership of 31,092,489 Class I Shares, representing 29.7% of the class. This percentage is based on 104,737,148 Class I Shares outstanding as of April 17, 2026, making Franklin a significant holder in the fund.

How are Franklin Resources’ (BEN) 31,092,489 Clarion Class I Shares held?

Franklin Resources reports 8,355,286 Class I Shares held in a corporate account and 22,737,203 shares held for fiduciary accounts managed by its investment management subsidiaries. These include funds managed by Franklin Advisers, Inc., reflecting both proprietary and client-related holdings.

What prices did Franklin Resources (BEN) pay for recent Clarion Class I share purchases?

Recent Class I share purchases from the issuer between February 17 and April 17, 2026 were mostly priced between $11.32 and $11.39 per share. Large blocks include 2,590,672 shares at $11.38 on February 24, 2026 and 1,322,751 shares at $11.34 on March 31, 2026.

What transactions did Franklin Resources (BEN) execute on April 16, 2026?

On April 16, 2026, Franklin Resources redeemed 88,028 Clarion Class I Shares at $11.36 per share for its corporate account. It also purchased 88,106 Class S Shares at $11.35 per share to maintain capitalization and liquidity in Class S Shares following an investor’s rebalancing.

Why did Franklin Resources (BEN) acquire Clarion Partners Real Estate Income Fund shares?

Franklin Resources states it acquired the shares for investment and to facilitate the issuer’s commercial real estate investments. The filing notes that future purchases or sales may occur depending on factors like market conditions, the issuer’s prospects, share price levels, and other available investment opportunities.

Do Charles B. Johnson and Rupert H. Johnson, Jr. directly own Clarion shares reported with Franklin Resources (BEN)?

The filing states that Charles B. Johnson and Rupert H. Johnson, Jr. do not directly own any shares of the issuer. As principal stockholders of Franklin Resources, they may be deemed beneficial owners under Rule 13d-3, but they disclaim pecuniary interest in the reported shares.