Beneficial Ownership Report · SCHEDULE 13D/A
CLARION PARTNERS REAL ESTATE INCOME FUND INC.
Beneficial Ownership Report
Structured filing — SCHEDULE 13D/A
primary_doc.xml
Amendment · This filing reports the amendment as submitted.
Subject company
- Company
- CLARION PARTNERS REAL ESTATE INCOME FUND INC.
- Company CIK
- 0001762562
- Street
- 620 8th Avenue
- Street (continued)
- 47th Floor
- City
- New York
- State / country code
- NY
- Postal code
- 10018
Statement details
- Amendment number
- 3
- Security class
- Class S Common Stock, per share
- Event date
- 10/01/2026
- Previously filed indication
- false
Authorized notification person 1
- Name
- Thomas C. Merchant
- Phone
- 800-632-2350
- Street
- One Franklin Parkway
- City
- San Mateo
- State / country code
- CA
- Postal code
- 94403
Reporting person 1
- Name
- Franklin Templeton, Inc.
- Reporting person CIK
- 0000038777
- No reporting person CIK indication
- N
- Citizenship / organization
- DE
- Reporting person type
- CO · HC
- Group designation
- b
- Source of funds code
- WC
- Legal proceedings indication
- N
- Aggregate amount owned
- 93,329.00
- Percent of class
- 66.6
- Sole voting power
- 93,329.00
- Shared voting power
- 0.00
- Sole dispositive power
- 93,329.00
- Shared dispositive power
- 0.00
- Aggregate excludes certain shares
- N
- Comments
- 1. Effective August 17, 2026, Franklin Resources, Inc. was renamed Franklin Templeton, Inc. ("FTI"). 2. Consists of 93,329 Class S Shares of Common Stock held in a Franklin Templeton, Inc. corporate account. 3. Percentage represents the current beneficial ownership percentage that Franklin Templeton, Inc. and its investment management subsidiaries may be deemed to beneficially own based upon 140,099 Class S Shares of Common Stock outstanding as of October 1, 2026.
Reporting person 2
- Name
- Charles B. Johnson
- Reporting person CIK
- 0000936567
- No reporting person CIK indication
- N
- Citizenship / organization
- X1
- Reporting person type
- IN · HC
- Group designation
- b
- Source of funds code
- AF
- Legal proceedings indication
- N
- Aggregate amount owned
- 0.00
- Percent of class
- 0
- Sole voting power
- 0.00
- Shared voting power
- 0.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 0.00
- Aggregate excludes certain shares
- N
Reporting person 3
- Name
- Rupert H. Johnson, Jr.
- Reporting person CIK
- 0001010261
- No reporting person CIK indication
- N
- Citizenship / organization
- X1
- Reporting person type
- IN · HC
- Group designation
- b
- Source of funds code
- AF
- Legal proceedings indication
- N
- Aggregate amount owned
- 0.00
- Percent of class
- 0
- Sole voting power
- 0.00
- Shared voting power
- 0.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 0.00
- Aggregate excludes certain shares
- N
Item 1
Issuer
CLARION PARTNERS REAL ESTATE INCOME FUND INC.
Security title
Class S Common Stock, per share
Principal address
Item 2
Citizenship
Franklin Templeton, Inc..: Delaware Charles B. Johnson and Rupert H. Johnson, Jr.: USA
Principal occupation
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 occupation of each of C. Johnson and R. Johnson, Jr. are listed on Exhibit C.
Filing person
This Schedule 13D is being filed by Franklin Templeton, Inc.., a Delaware corporation ("FTI"), Charles B. Johnson ("C. Johnson"), and Rupert H. Johnson, Jr. ("R. Johnson, Jr."), (FTI, C. Johnson and R. Johnson, Jr., the "Reporting Persons"). 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.
Criminal proceedings response
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).
Proceedings description
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.
Principal business address
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, their present principal occupations, citizenship and business addresses are listed on Exhibit C.
Item 3
Source of funds
The Reporting Persons have invested in Class S Shares of Common Stock ("the Shares") as follows: On March 12, 2021 5,223 Shares were transferred for no consideration from Legg Mason, Inc. to FTI. 88,106 Shares were acquired on April 16, 2026 and a total purchase price of $1,051,085 was paid from FTI's working capital. C. Johnson and R. Johnson, Jr. do not own directly any shares of the Issuer.
Item 4
Purpose of transaction
FTI 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 the 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
Number of shares
Sole power to vote or to direct the vote of the Shares: Franklin Templeton, Inc..: 93,329 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 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..: 93,329 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 Shared power to dispose or to direct the disposition of the Shares: 0
Transactions
On April 16, 2026, FTI purchased 88,106 Shares at a per share price of $11.35 to maintain capitalization and liquidity in th Shares on account of an investor rebalancing its holdings.
Other persons with an interest
Not Applicable
Date ownership ceased to exceed 5%
Not Applicable
Percentage of class
93,329 or 66.6%
Item 6
Contracts and arrangements
Not Applicable
Item 7
Filed exhibits
Exhibit A: Joint Filing Agreement Exhibit B: Item 5 Ownership Exhibit C: Principal Executive Officers and Directors of FTI (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 Templeton, Inc.. Charles B. Johnson Rupert H. Johnson, Jr. 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 Exhibit B: Item 5 Ownership 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 securities held by a wholly-owned subsidiary of FTI. 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 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 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 comments
LIMITED POWERS OF ATTORNEY FOR SECTION 13 AND 16REPORTING OBLIGATIONS FOR CHARLES B. JOHNSON AND RUPERT H, JOHNSON, JR. (incorporated byreference to Schedule 13D filed on May 14, 2026)
Signature 1
- Reporting person
- Franklin Templeton, Inc.
- Signed
- /s/THOMAS C. MANDIA
- Title
- Thomas C. Mandia, Assistant Secretary of Franklin Templeton, Inc.
- Date
- 10/02/2026
Signature 2
- Reporting person
- Charles B. Johnson
- Signed
- /s/THOMAS C. MANDIA
- Title
- Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13G
- Date
- 10/02/2026
Signature 3
- Reporting person
- Rupert H. Johnson, Jr.
- Signed
- /s/THOMAS C. MANDIA
- Title
- Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule13G
- Date
- 10/02/2026