02/19/2026 | Press release | Distributed by Public on 02/19/2026 11:17
As filed with the Securities and Exchange Commission on February 19, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Final Amendment)
Franklin Lexington Private Markets Fund
(Name of Filing Person(s) (Issuer))
Class S Shares of Beneficial Interest
(Title of Class of Securities)
353767106
(CUSIP Number of Class of Securities)
Class D Shares of Beneficial Interest
(Title of Class of Securities)
353767205
(CUSIP Number of Class of Securities)
Class I Shares of Beneficial Interest
(Title of Class of Securities)
353767304
(CUSIP Number of Class of Securities)
Class M Shares of Beneficial Interest
(Title of Class of Securities)
353767403
(CUSIP Number of Class of Securities)
MARC A. DE OLIVEIRA, ESQ.
SECRETARY AND CHIEF LEGAL OFFICER
FRANKLIN LEXINGTON PRIVATE MARKETS FUND
100 FIRST STAMFORD PLACE, 6TH FLOOR
STAMFORD, CONNECTICUT 06902
(203) 703-7028
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Rajib Chanda, Esq.
David W. Blass, Esq.
Ryan P. Brizek, Esq.
Debra Sutter, Esq.
Simpson Thacher & Bartlett LLP
900 G Street, N.W.
Washington, DC 20001
(202) 636-5500
| ☐ |
Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ |
third-party tender offer subject to Rule 14d-1. |
| ☒ |
issuer tender offer subject to Rule 13e-4. |
| ☐ |
going-private transaction subject to Rule 13e-3. |
| ☐ |
amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed with the Securities and Exchange Commission on November 14, 2025, by Franklin Lexington Private Markets Fund (the "Fund") in connection with an offer (the "Offer") by the Fund to purchase the Fund's shares of beneficial interest (the "Shares") in an aggregate amount up to approximately 5.0% of the net assets of the Fund as of September 30, 2025 (or $81,989,783) on the terms and subject to the conditions set out in the Offer to Purchase and the related Letter of Transmittal. As described in the Offer to Purchase, the Fund reserved the right to purchase outstanding Shares representing up to 2.0% of the Fund's aggregate net asset value without amending or extending the Offer. Copies of the Offer to Purchase and the Letter of Transmittal were previously filed as Exhibits (a)(1)(ii) and (a)(1)(iii) to the Statement on November 14, 2025.
This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4):
| 1. |
The Offer expired at 4:00 p.m., Eastern Time, on December 15, 2025. |
| 2. |
43,608 Class S Shares, 0 Class D Shares, 111,941 Class I Shares and 122,130 Class M Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer. The Fund accepted for purchase 100% of the Class S, Class D, Class I and Class M Shares of the Fund that were validly tendered and not withdrawn prior to the expiration of the Offer as permitted by Rule 13e-4(f)(1) of the Securities Exchange Act of 1934, as amended. The Fund paid for 100% of the Class S, Class D, Class I and Class M Shares tendered in accordance with the terms of the Offer. |
| 3. |
The net asset value per Class S, Class D, Class I and Class M Shares tendered pursuant to the Offer was calculated as of December 31, 2025 in the amount of $30.61, $30.82, $30.89 and $30.75, respectively. |
Except as specifically provided herein, the information contained in the Statement, as amended, and the Letter of Transmittal remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, as amended, or the Letter of Transmittal.
| ITEM 12. |
EXHIBITS |
| EXHIBIT NO. | DESCRIPTION | |
| 107 | Calculation of Filing Fee Tables | |
SIGNATURE
After due 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 LEXINGTON PRIVATE MARKETS FUND | ||
| By: |
/s/ Jane E. Trust |
|
| Name: | Jane E. Trust | |
| Title: | Trustee, President and Chief Executive Officer | |
Dated: February 19, 2026
EXHIBIT INDEX
|
EXHIBIT NO. |
DESCRIPTION | |
| (a)(1)(i) | Cover Letter to Offer to Purchase and Letter of Transmittal* | |
| (a)(1)(ii) | Offer to Purchase, dated November 14, 2025* | |
| (a)(1)(iii) | Form of Letter of Transmittal and Repurchase Request Form* | |
| (a)(1)(iv) | Forms of Letters from the Fund to Shareholders in Connection with the Fund's Acceptance of Shares* | |
| (a)(1)(v) | Form of Notice of Withdrawal of Tender* | |
| 107 | Calculation of Filing Fee Tables | |
| * |
Previously filed with Schedule TO-I on November 14, 2025. |