UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-21128
(Exact name of registrant as specified in charter)
One Madison Avenue, 17th Floor, New York, NY 10010
(Address of principal executive offices) (Zip code)
Marc A. De Oliveira
Franklin Templeton
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 877-6LM-FUND/656-3863
Date of fiscal year end: December 31
Date of reporting period:
| ITEM 1. | REPORT TO STOCKHOLDERS. |
(a) The Report to Shareholders is filed herewith
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Semi-Annual Shareholder Report |
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Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*,†
|
|
Class I1
|
$
|
|
| * | Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher. |
| † | Annualized. |
| 1 | Does not reflect expenses incurred from investing through variable annuity or variable life insurance products. |
|
Total Net Assets
|
$
|
|
Total Number of Portfolio Holdings
|
|
|
Portfolio Turnover Rate
|
|

| * | Does not include derivatives, except purchased options, if any. |
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WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
|
|
Additional information is available on
|
|
|
• prospectus • proxy voting information • financial information • holdings • tax information
|
| ClearBridge Variable Growth Portfolio | PAGE 1 | 7673-STSR-0826 |
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Semi-Annual Shareholder Report |
|
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|
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Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*,†
|
|
Class II1
|
$
|
|
| * | Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher. |
| † | Annualized. |
| 1 | Does not reflect expenses incurred from investing through variable annuity or variable life insurance products. |
|
Total Net Assets
|
$
|
|
Total Number of Portfolio Holdings
|
|
|
Portfolio Turnover Rate
|
|

| * | Does not include derivatives, except purchased options, if any. |
![]() |
WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
|
|
Additional information is available on
|
|
|
• prospectus • proxy voting information • financial information • holdings • tax information
|
| ClearBridge Variable Growth Portfolio | PAGE 1 | 7931-STSR-0826 |
(b) Not applicable
| ITEM 2. | CODE OF ETHICS. |
Not applicable.
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Not applicable.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Not applicable.
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable.
| ITEM 6. | SCHEDULE OF INVESTMENTS. |
| (a) | Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 7 of this Form N-CSR. | |
| (b) | Not applicable. |
| ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |

|
1
| |
|
4
| |
|
5
| |
|
6
| |
|
7
| |
|
9
| |
|
18
| |
|
18
| |
|
18
| |
|
19
|
|
Security
|
|
|
|
Shares
|
Value
|
|
Common
Stocks — 99.6% | |||||
|
Communication
Services — 10.1% | |||||
|
Entertainment
— 10.1% | |||||
|
Liberty
Media Corp.-Liberty Formula One, Class C Shares |
|
22,756
|
$2,165,006
*
| ||
|
Madison
Square Garden Entertainment Corp. |
|
24,271
|
1,963,281
*
| ||
|
Madison
Square Garden Sports Corp. |
|
12,664
|
5,088,902
*
| ||
|
ROBLOX
Corp., Class A Shares |
|
23,600
|
1,283,368
*
| ||
|
Spotify
Technology SA |
|
2,200
|
1,010,086
*
| ||
|
TKO
Group Holdings Inc. |
|
13,501
|
2,717,886
| ||
|
| |||||
|
Total
Communication Services |
14,228,529
| ||||
|
Consumer
Discretionary — 14.4% | |||||
|
Hotels,
Restaurants & Leisure — 9.3% | |||||
|
Airbnb
Inc., Class A Shares |
|
20,900
|
2,990,790
*
| ||
|
Cava
Group Inc. |
|
20,200
|
1,585,296
*
| ||
|
Hilton
Worldwide Holdings Inc. |
|
13,000
|
4,295,980
| ||
|
Starbucks
Corp. |
|
21,900
|
2,237,961
| ||
|
Viking
Holdings Ltd. |
|
19,600
|
2,051,532
*
| ||
|
Total
Hotels, Restaurants & Leisure |
13,161,559
| ||||
|
Specialty
Retail — 4.4% | |||||
|
TJX
Cos. Inc. |
|
30,300
|
4,590,450
| ||
|
Wayfair
Inc., Class A Shares
|
|
17,400
|
1,608,108
*
| ||
|
Total
Specialty Retail |
6,198,558
| ||||
|
Textiles,
Apparel & Luxury Goods — 0.7% | |||||
|
On
Holding AG, Class A Shares |
|
30,900
|
1,094,478
*
| ||
|
| |||||
|
Total
Consumer Discretionary |
20,454,595
| ||||
|
Financials
— 5.5% | |||||
|
Capital
Markets — 5.5% | |||||
|
Ares
Management Corp., Class A Shares |
|
18,800
|
2,092,628
| ||
|
Cohen
& Steers Inc. |
|
9,106
|
693,331
| ||
|
MSCI
Inc. |
|
3,600
|
2,016,144
| ||
|
Robinhood
Markets Inc., Class A Shares |
|
29,600
|
2,968,288
*
| ||
|
| |||||
|
Total
Financials |
7,770,391
| ||||
|
Health
Care — 10.7% | |||||
|
Biotechnology
— 8.0% | |||||
|
Alnylam
Pharmaceuticals Inc. |
|
8,400
|
2,528,652
*
| ||
|
Natera
Inc. |
|
8,400
|
2,280,180
*
| ||
|
Vertex
Pharmaceuticals Inc. |
|
13,168
|
6,540,940
*
| ||
|
Total
Biotechnology |
11,349,772
| ||||
|
Health
Care Equipment & Supplies — 2.7% | |||||
|
IDEXX
Laboratories Inc. |
|
4,600
|
2,421,624
*
| ||
|
Security
|
|
|
|
Shares
|
Value
|
|
| |||||
|
Health
Care Equipment & Supplies — continued | |||||
|
Insulet
Corp. |
|
9,371
|
$1,426,735
*
| ||
|
Total
Health Care Equipment & Supplies |
3,848,359
| ||||
|
| |||||
|
Total
Health Care |
15,198,131
| ||||
|
Industrials
— 25.7% | |||||
|
Aerospace
& Defense — 8.2% | |||||
|
Axon
Enterprise Inc. |
|
4,800
|
2,690,928
*
| ||
|
Howmet
Aerospace Inc. |
|
11,100
|
2,984,346
| ||
|
L3Harris
Technologies Inc. |
|
14,539
|
4,224,888
| ||
|
Rocket
Lab Corp. |
|
16,400
|
1,667,060
*
| ||
|
Total
Aerospace & Defense |
11,567,222
| ||||
|
Building
Products — 4.3% | |||||
|
Builders
FirstSource Inc. |
|
10,300
|
921,644
*
| ||
|
Johnson
Controls International PLC |
|
35,562
|
5,195,964
| ||
|
Total
Building Products |
6,117,608
| ||||
|
Commercial
Services & Supplies — 2.8% | |||||
|
Cintas
Corp. |
|
12,400
|
2,108,992
| ||
|
Clean
Harbors Inc. |
|
6,000
|
1,792,500
*
| ||
|
Total
Commercial Services & Supplies |
3,901,492
| ||||
|
Construction
& Engineering — 0.9% | |||||
|
MasTec
Inc. |
|
2,900
|
1,206,574
*
| ||
|
Electrical
Equipment — 5.0% | |||||
|
Vertiv
Holdings Co., Class A Shares |
|
21,200
|
7,098,184
| ||
|
Ground
Transportation — 1.6% | |||||
|
XPO
Inc. |
|
11,300
|
2,319,777
*
| ||
|
Trading
Companies & Distributors — 2.9% | |||||
|
Fastenal
Co. |
|
29,700
|
1,426,491
| ||
|
W.W.
Grainger Inc. |
|
2,000
|
2,720,800
| ||
|
Total
Trading Companies & Distributors |
4,147,291
| ||||
|
| |||||
|
Total
Industrials |
36,358,148
| ||||
|
Information
Technology — 27.5% | |||||
|
Communications
Equipment — 1.2% | |||||
|
Lumentum
Holdings Inc. |
|
2,000
|
1,716,120
*
| ||
|
Electronic
Equipment, Instruments & Components — 3.8% | |||||
|
TE
Connectivity PLC |
|
26,772
|
5,397,503
| ||
|
IT
Services — 6.8% | |||||
|
Cloudflare
Inc., Class A Shares |
|
12,200
|
2,992,416
*
| ||
|
Shopify
Inc., Class A Shares |
|
24,300
|
2,774,574
*
| ||
|
Snowflake
Inc. |
|
15,261
|
3,883,925
*
| ||
|
Total
IT Services |
9,650,915
| ||||
|
Security
|
|
|
|
Shares
|
Value
|
|
| |||||
|
Semiconductors
& Semiconductor Equipment — 7.2% | |||||
|
Broadcom
Inc. |
|
18,300
|
$6,912,825
| ||
|
Credo
Technology Group Holding Ltd. |
|
6,300
|
1,713,285
*
| ||
|
MACOM
Technology Solutions Holdings Inc. |
|
3,900
|
1,483,443
*
| ||
|
Total
Semiconductors & Semiconductor Equipment |
10,109,553
| ||||
|
Software
— 8.5% | |||||
|
AppLovin
Corp., Class A Shares |
|
4,300
|
2,215,489
*
| ||
|
Autodesk
Inc. |
|
15,680
|
3,048,506
*
| ||
|
CrowdStrike
Holdings Inc., Class A Shares |
|
7,475
|
5,704,471
*
| ||
|
ServiceNow
Inc. |
|
10,600
|
1,052,368
*
| ||
|
Total
Software |
12,020,834
| ||||
|
| |||||
|
Total
Information Technology |
38,894,925
| ||||
|
Materials
— 3.2% | |||||
|
Chemicals
— 0.6% | |||||
|
Sherwin-Williams
Co. |
|
2,400
|
826,368
| ||
|
Metals
& Mining — 2.6% | |||||
|
Freeport-McMoRan
Inc. |
|
59,796
|
3,760,570
| ||
|
| |||||
|
Total
Materials |
4,586,938
| ||||
|
Utilities
— 2.5% | |||||
|
Independent
Power and Renewable Electricity Producers — 2.5% | |||||
|
Vistra
Corp. |
|
22,100
|
3,505,723
| ||
|
Total
Investments before Short-Term Investments (Cost — $80,684,542) |
140,997,380
| ||||
|
|
|
Rate
|
|
|
|
|
Short-Term
Investments — 0.6% | |||||
|
JPMorgan
100% U.S. Treasury Securities Money Market Fund,
Institutional
Class |
3.509%
|
|
430,482
|
430,482
(a)
| |
|
Western
Asset Premier Institutional U.S. Treasury Reserves,
Premium
Shares |
3.592%
|
|
430,481
|
430,481
(a)(b)
| |
|
| |||||
|
Total
Short-Term Investments (Cost — $860,963) |
860,963
| ||||
|
Total
Investments — 100.2% (Cost — $81,545,505) |
141,858,343
| ||||
|
Liabilities
in Excess of Other Assets — (0.2)% |
(291,847
) | ||||
|
Total
Net Assets — 100.0% |
$141,566,496
| ||||
|
*
|
Non-income
producing security. |
|
(a)
|
Rate
shown is one-day yield as of the end of the reporting period.
|
|
(b)
|
In
this instance, as defined in the Investment Company Act of 1940, as amended (the “1940
Act”),
an “Affiliated
Company”
represents Portfolio ownership of at least 5% of the outstanding voting securities of an issuer, or a
company
which is under common ownership or control with the Portfolio. At June 30, 2026, the total market value
of
investments in Affiliated Companies was $430,481 and the cost was $430,481 (Note
8). |
|
Assets:
|
|
|
Investments
in unaffiliated securities, at value (Cost — $81,115,024) |
$141,427,862
|
|
Investments
in affiliated securities, at value (Cost — $430,481) |
430,481
|
|
Cash
|
41
|
|
Receivable
for securities sold
|
517,352
|
|
Receivable
for Portfolio shares sold |
23,226
|
|
Dividends
receivable from unaffiliated investments |
16,734
|
|
Dividends
receivable from affiliated investments |
1,502
|
|
Prepaid
expenses |
11
|
|
Total
Assets |
142,417,209
|
|
Liabilities:
|
|
|
Payable
for securities purchased |
528,358
|
|
Payable
for Portfolio shares repurchased |
139,697
|
|
Investment
management fee payable |
85,834
|
|
Service
and/or distribution fees payable |
8,219
|
|
Trustees’
fees payable |
32
|
|
Accrued
expenses |
88,573
|
|
Total
Liabilities |
850,713
|
|
Total
Net Assets |
$141,566,496
|
|
Net
Assets: |
|
|
Par
value (Note
7) |
$102
|
|
Paid-in
capital in excess of par value |
76,530,304
|
|
Total
distributable earnings (loss)
|
65,036,090
|
|
Total
Net Assets |
$141,566,496
|
|
Net
Assets: |
|
|
Class
I |
$100,810,414
|
|
Class
II |
$40,756,082
|
|
Shares
Outstanding: |
|
|
Class
I |
7,157,007
|
|
Class
II |
3,081,144
|
|
Net
Asset Value: |
|
|
Class
I
|
$14.09
|
|
Class
II
|
$13.23
|
|
Investment
Income: |
|
|
Dividends
from unaffiliated investments |
$416,175
|
|
Dividends
from affiliated investments |
16,137
|
|
Total
Investment Income |
432,312
|
|
Expenses:
|
|
|
Investment
management fee (Note
2) |
513,677
|
|
Service
and/or distribution fees
(Notes 2 and 5)
|
49,568
|
|
Fund
accounting fees |
33,672
|
|
Shareholder
reports |
17,057
|
|
Audit
and tax fees |
16,100
|
|
Legal
fees |
10,687
|
|
Trustees’
fees |
3,708
|
|
Transfer
agent fees (Notes 2 and 5) |
1,297
|
|
Registration
fees |
843
|
|
Commitment
fees (Note
9) |
607
|
|
Insurance
|
484
|
|
Custody
fees |
381
|
|
Miscellaneous
expenses |
3,484
|
|
Total
Expenses |
651,565
|
|
Less:
Fee waivers and/or expense reimbursements (Notes
2 and 5) |
(532
) |
|
Net
Expenses |
651,033
|
|
Net
Investment Loss |
(218,721
) |
|
Realized
and Unrealized Gain (Loss) on Investments (Notes
1 and 3): | |
|
Net
Realized Gain From Unaffiliated Investment Transactions
|
5,654,104
|
|
Change
in Net Unrealized Appreciation (Depreciation) From Unaffiliated
Investments
|
(609,828
) |
|
Net
Gain on Investments
|
5,044,276
|
|
Increase
in Net Assets From Operations |
$4,825,555
|
|
For
the Six Months Ended June 30, 2026 (unaudited)
and
the Year Ended December 31, 2025 |
2026
|
2025
|
|
Operations:
|
|
|
|
Net
investment loss
|
$(218,721
) |
$(417,086
) |
|
Net
realized gain
|
5,654,104
|
20,429,592
|
|
Change
in net unrealized appreciation (depreciation)
|
(609,828
) |
(2,430,188
) |
|
Increase
in Net Assets From Operations |
4,825,555
|
17,582,318
|
|
Distributions
to Shareholders From (Notes
1 and 6): |
|
|
|
Total
distributable earnings |
(4,509,478
) |
(22,188,595
) |
|
Decrease
in Net Assets From Distributions to Shareholders |
(4,509,478
) |
(22,188,595
) |
|
Portfolio
Share Transactions (Note
7): |
|
|
|
Net
proceeds from sale of shares
|
2,771,541
|
7,716,105
|
|
Reinvestment
of distributions |
4,509,478
|
22,188,595
|
|
Cost
of shares repurchased
|
(9,544,645
) |
(21,570,543
) |
|
Increase
(Decrease) in Net Assets From Portfolio Share
Transactions
|
(2,263,626
) |
8,334,157
|
|
Increase
(Decrease) in Net Assets |
(1,947,549
) |
3,727,880
|
|
Net
Assets: |
|
|
|
Beginning
of period |
143,514,045
|
139,786,165
|
|
End
of period |
$141,566,496
|
$143,514,045
|
|
For
a share of each class of beneficial interest outstanding throughout each year ended December 31,
unless
otherwise noted: |
|
|
|
|
|
| ||||||
|
Class
I Shares1
|
20262
|
2025
|
2024
|
2023
|
2022
|
2021
| ||||||
|
Net
asset value, beginning of
period
|
$14.05
|
$14.50
|
$17.12
|
$15.28
|
$24.07
|
$30.04
| ||||||
|
Income
(loss) from operations: | ||||||||||||
|
Net
investment income (loss) |
(0.02
) |
(0.03
) |
0.01
|
0.06
|
0.06
|
0.04
| ||||||
|
Net
realized and unrealized gain
(loss)
|
0.51
|
1.95
|
2.39
|
3.52
|
(6.38
) |
2.88
| ||||||
|
Total
income (loss) from
operations
|
0.49
|
1.92
|
2.40
|
3.58
|
(6.32)
|
2.92
| ||||||
|
Less
distributions from: |
|
|
|
|
|
| ||||||
|
Net
investment income |
—
|
—
|
(0.02
) |
(0.05
) |
(0.09
) |
(0.05
) | ||||||
|
Net
realized gains |
(0.45
) |
(2.37
) |
(5.00
) |
(1.69
) |
(2.38
) |
(8.84
) | ||||||
|
Total
distributions |
(0.45
) |
(2.37
) |
(5.02
) |
(1.74
) |
(2.47
) |
(8.89
) | ||||||
|
Net
asset value, end of period |
$14.09
|
$14.05
|
$14.50
|
$17.12
|
$15.28
|
$24.07
| ||||||
|
Total
return3
|
3.67
% |
13.32
% |
12.80
% |
24.43
% |
(26.42
)% |
10.30
% | ||||||
|
Net
assets, end of period (000s) |
$100,810
|
$101,498
|
$99,399
|
$98,960
|
$86,441
|
$123,139
| ||||||
|
Ratios
to average net assets: | ||||||||||||
|
Gross
expenses |
0.88
%4
|
0.87
% |
0.87
% |
0.85
% |
0.80
% |
0.80
% | ||||||
|
Net
expenses5,6
|
0.88
4
|
0.87
|
0.87
|
0.85
|
0.80
|
0.80
| ||||||
|
Net
investment income (loss) |
(0.24
)4
|
(0.22
) |
0.03
|
0.35
|
0.33
|
0.12
| ||||||
|
Portfolio
turnover rate |
16
% |
23
% |
23
% |
12
% |
15
% |
17
%7
| ||||||
|
1
|
Per
share amounts have been calculated using the average shares method. |
|
2
|
For
the six months ended June 30, 2026 (unaudited). |
|
3
|
Performance
figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements.
In
the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total
return
would have been lower. Total returns do not reflect expenses associated with separate accounts such as
administrative
fees, account charges and surrender charges which, if reflected, would reduce the total return for
all
periods shown. Past performance is no guarantee of future results. Total returns for periods of less than one
year
are not annualized. |
|
4
|
Annualized.
|
|
5
|
As
a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than
interest,
brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average
net
assets of Class I shares did not exceed 0.90%. This expense limitation arrangement cannot be terminated prior
to
December 31, 2027 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the
Portfolio’s
management fee to an extent sufficient to offset the net management fee payable in connection with
any
investment in an affiliated money market fund. |
|
6
|
Reflects
fee waivers and/or expense reimbursements. |
|
7
|
Excludes
securities delivered as a result of a redemption in-kind. |
|
For
a share of each class of beneficial interest outstanding throughout each year ended December 31,
unless
otherwise noted: |
|
|
|
|
|
| ||||||
|
Class
II Shares1
|
20262
|
2025
|
2024
|
2023
|
2022
|
2021
| ||||||
|
Net
asset value, beginning of period |
$13.24
|
$13.82
|
$16.56
|
$14.83
|
$23.39
|
$29.49
| ||||||
|
Income
(loss) from operations: | ||||||||||||
|
Net
investment income (loss) |
(0.03
) |
(0.07
) |
(0.03
) |
0.02
|
0.01
|
(0.06
) | ||||||
|
Net
realized and unrealized gain
(loss)
|
0.47
|
1.86
|
2.31
|
3.41
|
(6.19
) |
2.85
| ||||||
|
Total
income (loss) from
operations
|
0.44
|
1.79
|
2.28
|
3.43
|
(6.18)
|
2.79
| ||||||
|
Less
distributions from: |
|
|
|
|
|
| ||||||
|
Net
investment income |
—
|
—
|
(0.02
) |
(0.01
) |
—
|
(0.05
) | ||||||
|
Net
realized gains |
(0.45
) |
(2.37
) |
(5.00
) |
(1.69
) |
(2.38
) |
(8.84
) | ||||||
|
Total
distributions |
(0.45
) |
(2.37
) |
(5.02
) |
(1.70
) |
(2.38
) |
(8.89
) | ||||||
|
Net
asset value, end of period |
$13.23
|
$13.24
|
$13.82
|
$16.56
|
$14.83
|
$23.39
| ||||||
|
Total
return3
|
3.52
% |
13.10
% |
12.42
% |
24.13
% |
(26.59
)% |
10.04
% | ||||||
|
Net
assets, end of period (000s) |
$40,756
|
$42,016
|
$40,387
|
$85,488
|
$73,388
|
$164,216
| ||||||
|
Ratios
to average net assets: | ||||||||||||
|
Gross
expenses |
1.13
%4
|
1.13
% |
1.11
% |
1.10
% |
1.05
% |
1.08
% | ||||||
|
Net
expenses5,6
|
1.13
4
|
1.12
|
1.11
|
1.10
|
1.05
|
1.08
| ||||||
|
Net
investment income (loss) |
(0.50
)4
|
(0.47
) |
(0.20
) |
0.10
|
0.06
|
(0.19
) | ||||||
|
Portfolio
turnover rate |
16
% |
23
% |
23
% |
12
% |
15
% |
17
%7
| ||||||
|
1
|
Per
share amounts have been calculated using the average shares method. |
|
2
|
For
the six months ended June 30, 2026 (unaudited). |
|
3
|
Performance
figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements.
In
the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total
return
would have been lower. Total returns do not reflect expenses associated with separate accounts such as
administrative
fees, account charges and surrender charges which, if reflected, would reduce the total return for
all
periods shown. Past performance is no guarantee of future results. Total returns for periods of less than one
year
are not annualized. |
|
4
|
Annualized.
|
|
5
|
As
a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than
interest,
brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average
net
assets of Class II shares did not exceed 1.15%. This expense limitation arrangement cannot be terminated prior
to
December 31, 2027 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the
Portfolio’s
management fee to an extent sufficient to offset the net management fee payable in connection with
any
investment in an affiliated money market fund.
|
|
6
|
Reflects
fee waivers and/or expense reimbursements. |
|
7
|
Excludes
securities delivered as a result of a redemption in-kind. |
|
ASSETS
| ||||
|
Description
|
Quoted
Prices
(Level
1) |
Other
Significant
Observable
Inputs
(Level
2) |
Significant
Unobservable
Inputs
(Level
3) |
Total
|
|
Common
Stocks† |
$140,997,380
|
—
|
—
|
$140,997,380
|
|
Short-Term
Investments† |
860,963
|
—
|
—
|
860,963
|
|
Total
Investments |
$141,858,343
|
—
|
—
|
$141,858,343
|
|
†
|
See
Schedule of Investments for additional detailed categorizations. |
|
Average
Daily Net Assets |
Annual
Rate |
|
First
$1 billion |
0.750
% |
|
Next
$1 billion |
0.725
|
|
Next
$3 billion |
0.700
|
|
Next
$5 billion |
0.675
|
|
Over
$10 billion |
0.650
|
|
Purchases
|
$21,765,374
|
|
Sales
|
26,965,973
|
|
|
Cost
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
Depreciation
|
Net
Unrealized
Appreciation
|
|
Securities
|
$82,333,802
|
$66,168,956
|
$(6,644,415)
|
$59,524,541
|
|
|
Service
and/or
Distribution
Fees |
Transfer
Agent
Fees
|
|
Class
I |
—
|
$222
|
|
Class
II |
$49,568
|
1,075
|
|
Total
|
$49,568
|
$1,297
|
|
|
Waivers/Expense
Reimbursements
|
|
Class
I |
$378
|
|
Class
II |
154
|
|
Total
|
$532
|
|
|
Six
Months Ended
June
30, 2026 |
Year
Ended
December
31, 2025 |
|
Net
Realized Gains: |
|
|
|
Class
I |
$3,158,264
|
$15,494,815
|
|
Class
II |
1,351,214
|
6,693,780
|
|
Total
|
$4,509,478
|
$22,188,595
|
|
|
Six Months
Ended
June 30,
2026 |
Year Ended
December
31, 2025 | ||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
|
Class
I |
|
|
|
|
|
Shares
sold |
101,720
|
$1,390,832
|
267,792
|
$3,877,744
|
|
Shares
issued on reinvestment |
234,990
|
3,158,264
|
1,074,432
|
15,494,815
|
|
Shares
repurchased |
(405,616
) |
(5,595,581
) |
(969,278
) |
(14,463,503
) |
|
Net
increase (decrease) |
(68,906
) |
$(1,046,485
) |
372,946
|
$4,909,056
|
|
|
Six Months
Ended
June 30,
2026 |
Year Ended
December
31, 2025 | ||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
|
Class
II |
|
|
|
|
|
Shares
sold |
106,847
|
$1,380,709
|
266,315
|
$3,838,361
|
|
Shares
issued on reinvestment |
107,069
|
1,351,214
|
491,340
|
6,693,780
|
|
Shares
repurchased |
(307,196
) |
(3,949,064
) |
(505,184
) |
(7,107,040
) |
|
Net
increase (decrease) |
(93,280
) |
$(1,217,141
) |
252,471
|
$3,425,101
|
|
|
Affiliate
Value at
December 31, 2025
|
Purchased
|
Sold
| ||
|
Cost
|
Shares
|
Proceeds
|
Shares
| ||
|
Western
Asset
Premier
Institutional
U.S.
Treasury
Reserves,
Premium
Shares |
$1,269,113
|
$5,148,888
|
5,148,888
|
$5,987,520
|
5,987,520
|
|
(cont’d)
|
Realized
Gain (Loss)
|
Dividend
Income
|
Net Increase
(Decrease)
in
Unrealized
Appreciation
(Depreciation)
|
Affiliate
Value at
June 30,
2026
|
|
Western
Asset Premier
Institutional
U.S.
Treasury
Reserves,
Premium
Shares |
—
|
$16,137
|
—
|
$430,481
|
|
Changes
in and Disagreements with Accountants |
For
the period covered by this report |
|
Not
applicable. |
|
|
Results
of Meeting(s) of Shareholders |
For
the period covered by this report |
|
Not
applicable. |
|
|
Remuneration
Paid to Directors, Officers and Others |
For
the period covered by this report |
|
Refer
to the financial statements included herein. | |
| ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
| ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
| ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
| ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR, as applicable.
| ITEM 12. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable.
| ITEM 15. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that would require disclosure herein.
| ITEM 16. | CONTROLS AND PROCEDURES. |
| (a) | The Registrants acknowledge the Staff’s comment. In future filings on Form N-CSR, the certifications required by Rule 30a-2 and Item 19(a)(3) will include the designations “Principal Executive Officer” and “Principal Financial Officer” in the signature blocks, reflecting the capacity in which each signatory executes the certification, in conformity with the language of the Rule and Form N-CSR. The Registrants may also include each signatory’s actual title with respect to the Funds alongside the required designation. |
| (b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are likely to materially affect the Registrant’s internal control over financial reporting. |
| ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| ITEM 19. | EXHIBITS. |
(a) (1) Not applicable.
Exhibit 99.CODE ETH
(a) (3) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
Legg Mason Partners Variable Equity Trust
| By: | /s/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer | ||
| Date: | August 19, 2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer | ||
| Date: | August 19, 2026 |
| By: | /s/ Christopher Berarducci | |
| Christopher Berarducci | ||
| Principal Financial Officer | ||
| Date: | August 19, 2026 |