| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
CLASS I SHARES OF COMMON STOCK $.001 PAR VALUE PER SHARE |
| (b) | Name of Issuer:
CLARION PARTNERS REAL ESTATE INCOME FUND INC. |
| (c) | Address of Issuer's Principal Executive Offices:
620 8th Avenue, 47th Floor, New York,
NEW YORK
, 10018. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed by Franklin Templeton, Inc., a Delaware corporation ("FTI"), Charles B. Johnson ("C. Johnson"), Rupert H. Johnson, Jr. ("R. Johnson, Jr."), and Franklin Advisers, Inc., a California corporation ("FAV", and together with FTI, C. Johnson and R. Johnson, Jr., the "Reporting Persons"). FAV is a direct wholly-owned subsidiary of FTI. C. Johnson and R. Johnson, Jr. are the principal stockholders of FTI. R. Johnson, Jr. is also the Vice Chairman of FTI and C. Johnson is an Executive Consultant to FTI. C. Johnson and R. Johnson, Jr. are citizens of the United States. |
| (b) | The address of the principal business office of each of the Reporting Persons is One Franklin Parkway, San Mateo, California 94403-1906. The directors and principal executive officers of FTI and FAV, their present principal occupations, citizenship and business addresses are listed on Exhibit C. |
| (c) | The principal business of FTI is to act as a holding company for various subsidiaries engaged in the investment management and related services business. The principal business of FAV is investment management. 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 Templeton, Inc..: Delaware
Charles B. Johnson and Rupert H. Johnson, Jr.: USA
Franklin Advisers, Inc.: California |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The Reporting Persons have invested in the Issuer as follows:
4,558,149 Shares were acquired for a purchase price of $50,714,012 inclusive of $50,000,000 paid by Legg Mason, Inc. (now a subsidiary of FTI), from FTI's and Legg Mason, Inc.'s working capital; and
24,332,723 Shares were acquired for a purchase price of $285,872,077 for the benefit of fiduciary accounts managed by FTI's investment management subsidiaries from their working capital, including funds managed by FAV.
As of April 16, 2025 93,329 Class S Shares of Common Stock of the Issuer, 5,232 Class T Shares of Common Stock of the Issuer, and 5,251 Class D Shares of Common Stock of the Issuer were transferred for no consideration from Legg Mason, Inc. to FTI. C. Johnson and R. Johnson, Jr. do not own directly any shares of the Issuer.
On December 4 and 5, 2025, FTI transferred 1,755,926.251 Shares from its corporate account to Clarion Partners Real Estate Income International Access Fund, a series of Franklin Templeton Private Markets Fund, for total consideration of $20,000,000.
On April 16, 2026, 88,028 Class I Shares were redeemed by FTI for its corporate account at a per share price of $11.36 and FTI purchased from its corporate account 88,106 Class S Shares at a per share price of $11.35 to maintain capitalization and liquidity in Class S Shares on account of an investor rebalancing its holdings from Class S Shares.
On April 20, 2026, 1,672,535 Class I Shares were redeemed by FTI for its corporate account at a per share price of $11.36.
On July 20, 2026, 1,682,905 Class I Shares were redeemed by FTI for its corporate account at a per share price of $11.29.
On October 19, 2026, 441,696 Class I Shares were redeemed by FTI for its corporate account at a per share price of $11.32.
On October 19, 2026, 1,325,000 Class I Shares were redeemed by Franklin Advisers, Inc. at a per share price of $11.32. |
| Item 4. | Purpose of Transaction |
| | FTI and its investment management subsidiaries, including FAV, acquired the Shares for investment and to facilitate the acquisition of the Issuer's commercial real estate investments. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of the Shares at prices that would make the purchase or sale of the Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of the Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. Other factors that may affect the Reporting Persons' investment in the Shares include, without limitation, the Issuer's financial position, results, prospects and strategic direction, actions taken by the Issuer's portfolio managers, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions.
Except as described above, none of FTI and its investment management subsidiaries, and none of any of the other Reporting Persons covered by this Schedule 13D, currently has any plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, or any present plans or intentions to acquire or dispose of any securities of the Issuer. The Reporting Persons may at any time review, reconsider and change their position and/or change their purpose and/or develop such plans or proposals. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 28,890,872 or 23.6% |
| (b) | Sole power to vote or to direct the vote of the Shares:
Franklin Templeton, Inc.: 4,558,149
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Advisers, Inc.: 20,345,897
Fiduciary Trust Company International: 2,635,054
Fiduciary Trust International of California: 198,190
Fiduciary Trust International of the South: 174,544
Fiduciary Trust Co International of Pennsylvania: 834,784
Fiduciary Trust International LLC: 144,253
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 Templeton, Inc.: 4,558,149
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Advisers, Inc.: 20,345,897
Fiduciary Trust Company International: 2,805,371
Fiduciary Trust International of California: 198,190
Fiduciary Trust International of the South: 152,683
Fiduciary Trust Co International of Pennsylvania: 97,384
Fiduciary Trust International LLC: 144,253
Shared power to dispose or to direct the disposition of the Shares: 0 |
| (c) | The purchases of Shares described below were made directly from the Issuer in private non-exchange traded transactions:
Date of Transactions Number of Shares Price Per Share in USD
8/25/2026 7,368 11.29
9/1/2026 7,379 11.32
9/16/2026 9,700 11.34
9/23/2026 1,593 11.35
9/25/2026 3,021 11.34
9/30/2026 345 11.35
10/7/2026 1,768 11.31
10/8/2026 442 11.31
Shares acquired as a result of dividend reinvestment:
Date of Transactions Number of Shares Price Per Share in USD
8/31/26 846 11.32
9/30/26 852 11.31
The sale of Shares:
Date of Transactions Number of Shares Price Per Share in USD
10/19/2026 23,581 11.34
Transfer of securities out, resulting from an account transition:
Date of Transactions Number of Shares Price Per Share in USD
8/28/2026 6,764 11.33
9/1/2026 11,006 11.32
10/13/2026 6,289 11.31
In addition to the foregoing transactions, on April 16, 2026, 88,028 Class I Shares were redeemed by FTI for its corporate account at a per share price of $11.36 and FTI purchased from its corporate account 88,106 Class S Shares at a per share price of $11.35 to maintain capitalization and liquidity in Class S Shares on account of an investor rebalancing its holdings from Class S Shares.
On April 20, 2026, 1,672,535 Class I Shares were redeemed by FTI for its corporate account at a per share price of $11.36.
On July 20, 2026, 1,682,905 Class I Shares were redeemed by FTI for its corporate account at a per share price of $11.29.
On October 19, 2026, 441,696 Class I Shares were redeemed by FTI for its corporate account at a per share price of $11.32.
On October 19, 2026, 1,325,000 Class I Shares were redeemed by Franklin Advisers, Inc. at a per share price of $11.32. |
| (d) | The clients of FTI's investment management subsidiaries, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, the securities reported herein. Franklin Income Fund, a series of Franklin Custodian Funds, an investment company registered under the Investment Company Act of 1940, has an interest in 6,542,833 shares, or 5.4%, of the class of securities reported herein. |
| (e) | Not Applicable |
| 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 and Directors of FTI and FAV (incorporated by reference to Schedule 13D/A No. 24 filed on October 14, 2025)
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 Templeton, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisers, Inc.
By:/s/THOMAS C. MANDIA
Thomas C. Mandia
Assistant Secretary of Franklin Templeton, 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
Assistant Secretary of Franklin Advisers, Inc.
Acknowledgment
Franklin Custodian Funds on behalf of Franklin Income Fund
By:/s/TARA GORMEL
Tara Gormel
Vice President and Assistant Secretary of Franklin Custodian Funds
Exhibit B: Item 5 Ownership
FTI is filing this report for itself and its affiliates, except as set forth herein. FTI and its investment management subsidiaries may be deemed to beneficially own the Shares for which such investment management subsidiaries are the investment adviser for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"). In addition, FAV may be deemed to beneficially own the Shares in its capacity as the investment adviser to Franklin Income Fund, a series of Franklin Custodian Funds, an investment company registered under the Investment Company Act of 1940 ("Franklin Income Fund"), pursuant to an investment management contract that grants investment and/or voting power to FAV. When an investment management contract (including a sub-advisory agreement) delegates to FAV investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FTI treats FAV as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise.
Beneficial ownership by FTI 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 FTI, 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 FTI's affiliates whose ownership of securities is disaggregated from that of FTI in accordance with the 1998 Release ("FTI Disaggregated Affiliates") are exercised independently from FTI and from all other investment management subsidiaries of FTI (FTI, its affiliates and the investment management subsidiaries of FTI other than FTI Disaggregated Affiliates are collectively, "FTI Aggregated Affiliates"). Furthermore, internal policies and procedures of, on the one hand, FTI Disaggregated Affiliates, and, on the other hand, FTI, establish informational barriers that prevent the flow among, on the one hand, FTI Disaggregated Affiliates (including preventing the flow between such entities), and, on the other hand, the FTI Aggregated Affiliates, of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FTI Disaggregated Affiliates report the securities over which they hold investment and voting power separately from the FTI 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 FTI's outstanding common stock and are the principal stockholders of FTI (see FTI'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 the Shares. FTI, FAV, and the Principal Shareholders disclaim any pecuniary interest in any of the Shares. In addition, the filing of the Schedule 13D on behalf of FTI 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.
FTI, FAV, 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. |
