[SCHEDULE 13D/A] FRANKLIN RESOURCES INC SEC Filing

Rhea-AI Filing Summary

FRANKLIN RESOURCES, INC. and related reporting persons report that a wholly owned subsidiary previously acquired 60 common shares of FRANKLIN BSP REAL ESTATE DEBT BDC for $1,500 using working capital. Certain investment funds affiliated with Franklin sold an aggregate 20,167,415 common shares of the issuer at $26.39 per share, which caused the reporting persons to cease being beneficial owners of more than 5% of the issuer's outstanding shares. This amendment is stated to be the final amendment to the Schedule 13D and an exit filing reflecting that the reporting persons no longer hold a >5% stake. Ownership detail shows the subsidiary retains 60 shares with sole dispositive power.

Positive

• Exit filing documented: The amendment explicitly states the reporting persons ceased to be beneficial owners of more than 5%, clarifying ownership status.
• Transaction price disclosed: The sale by affiliated funds occurred at $26.39 per share, providing transparent pricing for the large disposition.

Negative

• Large disposition by affiliates: An aggregate of 20,167,415 shares was sold, indicating a material reduction in affiliated ownership of the issuer.
• Residual holdings minimal: The wholly owned subsidiary retains only 60 shares, effectively eliminating meaningful influence.

Insights

Financial Analyst

TL;DR: Reporting persons exited a >5% position after a large secondary sale; remaining exposure is negligible.

The filing documents a disaggregated residual holding of 60 shares by a Franklin subsidiary and confirms a large disposition by affiliated funds at $26.39 per share, totaling 20,167,415 shares. For investors, the key takeaways are the clear cessation of any significant Franklin-affiliated ownership stake and the explicit characterization of this amendment as an exit filing. There is no indication of retained voting influence beyond the 60-share residual position.

Corporate Governance Expert

TL;DR: The amendment formalizes loss of >5% beneficial ownership and provides standard disclosures on related-party relationships and controls.

The filing reiterates internal controls and informational barriers among Franklin affiliates and disclaims a group attribution of ownership. It documents that principal shareholders may own significant stock of Franklin Resources but disclaim pecuniary interest in the issuer's shares. The disclosure and attached joint filing agreement align with regulatory expectations for Schedule 13D exit amendments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

FRANKLIN BSP REAL ESTATE DEBT BDC

(Name of Issuer)

Common Shares, par value $0.001 per share

(Title of Class of Securities)

000000000

(CUSIP Number)

Thomas C. Mandia
One Madison Avenue,
New York, NY, 10010
800-632-2350

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/10/2025

(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).

SCHEDULE 13D

CUSIP No. 000000000

1

Name of reporting person

Franklin Resources, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 60.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 60.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

60.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP No. 000000000

1

Name of reporting person

Charles B. Johnson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP No. 000000000

1

Name of reporting person

Rupert H. Johnson, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value $0.001 per share
(b)	Name of Issuer: FRANKLIN BSP REAL ESTATE DEBT BDC
(c)	Address of Issuer's Principal Executive Offices: One Madison Avenue, Suite 1600, New York, NEW YORK , 10010.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Franklin Resources, Inc. ("FRI"), a Delaware corporation, Charles B. Johnson ("C. Johnson"), and Rupert H. Johnson, Jr. ("R. Johnson, Jr." and together with FRI and C. Johnson , the "Reporting Persons"). C. Johnson and R. Johnson, Jr. are the principal stockholders of FRI. R. Johnson, Jr. is also the Vice Chairman of FRI and C. Johnson is an Executive Consultant to FRI.
(b)	The address of the principal business office of each of the Reporting Persons is One Franklin Parkway, San Mateo, California 94403-1906. The principal executive officers, directors and principal stockholders of FRI, their present principal occupations, citizenship and business addresses are listed on Exhibit C.
(c)	The principal business of FRI is to act as a holding company for various subsidiaries engaged in the investment management and related services business. The principal occupation of each of C. Johnson and R. Johnson, Jr. are listed on Exhibit C.
(d)	During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit C, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit C, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Franklin Resources, Inc.: Delaware Charles B. Johnson and Rupert H. Johnson, Jr.: USA
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons have invested in the Issuer as follows: BSP Fund Holdco (Debt Strategy) L.P. ("Holdco"), a wholly-owned subsidiary of FRI, acquired 60 Common Shares, par value $0.001 per share ("Shares") on June 20, 2024 (prior to the Form 10 of the Issuer becoming effective) for its own account, using its own working capital, for a purchase price of $1,500.00.
Item 4.	Purpose of Transaction
	On September 10, 2025, certain investment funds for which an affiliate of FRI serves as investment advisor (collectively the "Transferors") entered into a sale and transfer agreement with The Treasurer of the State of North Carolina whereby the Transferors sold an aggregate of 20,167,415 Common Shares of the Issuer at a purchase price per Common Share equal to $26.39 (the "Transaction"). As a result, Reporting Persons ceased to be the beneficial owners of more than 5% of the Issuer's securities.
Item 5.	Interest in Securities of the Issuer
(a)	0.00%
(b)	Sole power to vote or to direct the vote of the Shares: Franklin Resources, Inc.: 0 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 BSP Fund HoldCo (Debt Strategy): 60 Shared power to vote or to direct the vote of the Shares: 0 Sole power to dispose or to direct the disposition of the Shares: Franklin Resources, Inc.: 0 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 BSP Fund HoldCo (Debt Strategy): 60 Shared power to dispose or to direct the disposition of the Shares: 0
(c)	See item 4
(d)	Not Applicable
(e)	Effective as of the closing of the Transaction, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Issuer's securities. The filing of this Amendment No. 4 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not Applicable
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Joint Filing Agreement Exhibit B: Item 5 Ownership Exhibit C: Principal Executive Officers, Directors, and Principal Stockholders of FRI and an affiliate of FRI (incorporated by reference to Schedule 13D/A No. 1 filed on December 12, 2024) Exhibit A: Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this agreement on the date of the signing of this filing. Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. By:/s/THOMAS C. MANDIA Thomas C. Mandia Assistant Secretary of Franklin Resources, Inc. Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13D Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13D Exhibit B: Item 5 Ownership FRI is filing this report for itself and its affiliates. Beneficial ownership by FRI and its affiliates is being reported herein in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) (the "1998 Release ") relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by each of FRI's affiliates whose ownership of securities is disaggregated from that of FRI in accordance with the 1998 Release ("FRI Disaggregated Affiliates") are exercised independently from FRI and from all other investment management subsidiaries of FRI (FRI, its affiliates and the investment management subsidiaries of FRI other than FRI Disaggregated Affiliates are collectively, "FRI Aggregated Affiliates"). Furthermore, internal policies and procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other hand, FRI, establish informational barriers that prevent the flow among, on the one hand, FRI Disaggregated Affiliates (including preventing the flow between such entities), and, on the other hand, the FRI Aggregated Affiliates, of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FRI Disaggregated Affiliates report the securities over which they hold investment and voting power separately from the FRI Aggregated Affiliates for purposes of Section 13 of the Act. C. Johnson and R. Johnson, Jr. (the "Principal Shareholders") may each own in excess of 10% of FRI's outstanding common stock and are the principal stockholders of FRI (see FRI's Proxy Statement-Stock Ownership of Certain Beneficial Owners). The Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of securities held by a wholly-owned subsidiary of FRI. FRI, and the Principal Shareholders, disclaim any pecuniary interest in any of the Shares reported herein. In addition, the filing of the Schedule 13D on behalf of FRI and the Principal Shareholders should not be construed as an admission that any of them is, and each disclaims that it or he is, the beneficial owner, as defined in Rule 13d-3, of any of the Shares. FRI and the Principal Shareholders believe that they are not a "group" within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the Shares held by any of them.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Franklin Resources, Inc.

Signature:	/s/Thomas C. Mandia
Name/Title:	Thomas C. Mandia, Assistant Secretary of Franklin Resources, Inc.
Date:	09/12/2025

Charles B. Johnson

Signature:	/s/Thomas C. Mandia
Name/Title:	Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney
Date:	09/12/2025

Rupert H. Johnson, Jr.

Signature:	/s/Thomas C. Mandia
Name/Title:	Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
Date:	09/12/2025

Comments accompanying signature:

LIMITED POWERS OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS (incorporated by reference to Schedule 13D/A No. 1 filed on December 12, 2024)

FAQ

What change in ownership does the Schedule 13D/A for BEN report?

The filing reports that affiliated funds sold an aggregate of 20,167,415 shares, resulting in the reporting persons ceasing to be beneficial owners of more than 5%.

At what price were the BEN shares sold by Franklin-affiliated funds?

The sale price disclosed in the filing was $26.39 per share.

Does Franklin Resources or its principals retain significant ownership in BEN after this amendment?

No; after the transaction the only reported holdings are 60 shares held by a Franklin subsidiary, representing effectively 0% of the class.

Is this Schedule 13D/A an ongoing active position or an exit filing for BEN?

The amendment is described in the filing as the final amendment and constitutes an exit filing for the reporting persons.

Who signed the Schedule 13D/A on behalf of Franklin Resources?

The filing was signed by Thomas C. Mandia, Assistant Secretary of Franklin Resources, Inc.