| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class R6 Shares |
| (b) | Name of Issuer:
Franklin BSP Lending Fund |
| (c) | Address of Issuer's Principal Executive Offices:
c/o Franklin Templeton, One Madison Avenue, New York,
NEW YORK
, 10010. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed by Franklin Resources, Inc., a Delaware corporation ("FRI"), Charles
B. Johnson ("C. Johnson"), Rupert H. Johnson, Jr. ("R. Johnson, Jr."), and Franklin Advisers, Inc., a
California corporation ("FAV", and together with FRI, C. Johnson and R. Johnson, Jr., the "Reporting
Persons"). FAV is a direct wholly-owned subsidiary of FRI. 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. 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 FRI and FAV, 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 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 Resources, 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:
BSP Fund Holdco (Debt Strategy) L.P.("Holdco"), a wholly-owned subsidiary of FRI, acquired 10,000 Class R6 shares,
("Shares") on June 6, 2025, using its own working capital, for a purchase price of $100,000.00.
FAV is the investment adviser to various funds which acquired a total of 21,672,984 Shares, of which 5,330,000 Shares were acquired on August 7, 2025, 3,282,026 were aquired September 8, 2025, 3,461,918.89 were acquired October 9 ,2025, 4,459,861.25 were acquired November 13, 2025, 3,960,396.04 were acquired December 16, 2025 and 1,178,781.93
were acquired on January 26, 2026. Such Shares were acquired, using their own working capital, for an aggregate purchase price of approximately $218,350,000. |
| Item 4. | Purpose of Transaction |
| | Holdco acquired the Shares for investment and to support the Issuer in its investment strategy. The various funds of which FAV is the investment adviser acquired the Shares for investment purposes.
Except as described above, none of the investment management subsidiaries of FRI, 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. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 21,682,984 or 100.0% |
| (b) | Sole power to vote or to direct the vote of the Shares:
Franklin Resources, Inc.: 10,000
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Advisers, Inc.: 21,672,984
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.: 10,000
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Advisers, Inc.: 21,672,984
Shared power to dispose or to direct the disposition of the Shares: 0 |
| (c) | The transactions described below are private purchases effected in non-exchange traded transactions:
Date of Transactions Number of Shares Price Per Share in USD
12/16/2025 3.960.396 10.10
01/26/2026 1,178,782 10.18 |
| (d) | The clients of FRI'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 Global Allocation Fund, a series of Franklin Fund Allocator Series, an investment company registered under the Investment Company Act of 1940, has an interest in 7,017,508 shares, or 32.4%, of the
class of securities reported herein.
Franklin Conservative Allocation Fund, a series of Franklin Fund Allocator Series, an investment company registered under the Investment Company Act of 1940, has an interest in 2,134,276 shares, or 9.8%, of the
class of securities reported herein.
Franklin Moderate Allocation Fund, a series of Franklin Fund Allocator Series, an investment company registered under the Investment Company Act of 1940, has an interest in 4,218,700 shares, or 19.5%, of the
class of securities reported herein.
Franklin Growth Allocation Fund, a series of Franklin Fund Allocator Series, an investment company registered under the Investment Company Act of 1940, has an interest in 3,701,989 shares, or 17.1%, of the
class of securities reported herein.
Franklin Multi-Asset Growth Fund, a series of Legg Mason Partners Investment Trust, an investment company registered under the Investment Company Act of 1940, has an interest in 2,282,783 shares, or 10.5%, of the
class of securities reported herein.
Franklin Multi-Asset Moderate Growth Fund, a series of Legg Mason Partners Investment Trust, an investment company registered under the Investment Company Act of 1940, has an interest in 1,320,095 shares, or 6.1%, 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 FRI and FAV (EX-1)
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.
Franklin Advisers, Inc.
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 13DAssistant Secretary of Franklin Advisers, Inc.
Acknowledgment
Franklin Fund Allocator Series on behalf of Franklin Global Allocation Fund, Franklin Conservative Allocation Fund, Franklin Moderate Allocation Fund, Franklin Growth Allocation Fund
By:/s/TARA GORMEL
Tara Gormel
Vice President and Assistant Secretary of Franklin Fund Allocator Series
Legg Mason Partners Investment Trust on behalf of Franklin Multi-Asset Growth Fund and Franklin Multi-Asset Moderate Growth Fund
By:/s/THOMAS C. MANDIA
Thomas C. Mandia
Senior Vice President of Legg Mason Partners Investment Trust
Exhibit B: Item 5 Ownership
FRI is filing this report for itself and its affiliates, except as set forth herein. FRI 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 various managed funds holding securities, pursuant to investment management contracts that grant 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, FRI treats FAV as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise.
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 (other than with respect to shares held by Holdco), FAV, 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, 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. |
