Clipper Realty SEC Filings

Clipper Realty Inc. (CLPR) reported insider share purchases by a reporting person who is both a director and 10% owner. On December 29–31, 2025, the insider completed several "P"-coded transactions in the company’s common stock, buying blocks such as 22,599 shares, 10,895 shares, 19,558 shares and 2,793 shares at weighted average prices around $3.70–$3.79 per share, with detailed price ranges noted in footnotes.

Following these transactions, the insider held common stock both directly and through various indirect vehicles, including profit-sharing plans and entities such as Trapeze Inc., Trapeze D Holdings LLC and ECL Holdings LLC. The filing also lists substantial holdings of a separate class of Special Voting Stock, which provides one vote per share but no right to distributions, and is tied to Class B LLC Units that can be exchanged together with this voting stock for cash equal to the fair market value of, or one share of, common stock.

Clipper Realty Inc. reports that its subsidiary 250 Livingston Owner LLC has been declared in default on a $125.0 million loan secured by the 250 Livingston Street property in Brooklyn. The special servicer for the loan’s trust notified the borrower that it failed to pay all amounts due and may face actions including foreclosure or reconveyance of the collateral. The company believes it owed about $3.4 million in interest and default interest as of December 22, 2025.

The company is negotiating a Consent and Cooperation Agreement with the lender related to a potential sale of the 250 Livingston property, though there is no assurance a deal will be completed. Separately, for the 141 Livingston Street property, Clipper Realty anticipates an agreement under which it would provide a $10 million letter of credit and pay fees up to $3 million, while the lender could waive claimed penalties and default interest, dismiss foreclosure actions with prejudice, and approve a five-year lease extension with the main New York City tenant effective December 28, 2025. This agreement is also not assured.

Clipper Realty Inc. reported Q3 2025 results showing steady revenue but a wider loss. Total revenues were $37,698, with residential rental income of $29,773 and commercial rental income of $7,925. Interest expense rose to $13,320, and the quarter’s net loss was $4,607; loss attributable to common stockholders was $1,751 (basic and diluted loss per share $0.14).

Year to date, revenues reached $116,132, and the net loss was $41,066, driven in part by a $33,780 impairment recorded in Q1. The company sold 10 West 65th Street for $45,500, repaid a $31,200 mortgage, and recognized disposal losses of $172 in Q3 and $857 year to date. Cash and restricted cash ended the period at $56,645, with operating cash flow of $16,464.

Debt activity was significant: the 1010 Pacific Street property was refinanced on October 1 with a new $84,500 loan at 5.73% maturing in 2030, retiring the prior Valley loan and producing net proceeds of about $2,100. The company detailed default notices and ongoing negotiations at 250 Livingston Street and litigation around reserve and lease matters at 141 Livingston Street. Total liabilities were $1,303,806 and total equity (deficit) was $(65,840). Shares outstanding were 16,146,546 as of November 6, 2025.

Clipper Realty Inc. (CLPR) furnished a press release announcing its financial results for the quarterly period ended September 30, 2025. The press release is included as Exhibit 99.1 to this Form 8‑K under Item 2.02.

The company states that the information provided under Item 2.02 and Exhibit 99.1 is furnished, not filed, and is not subject to Section 18 liability nor incorporated into other filings unless specifically referenced.

Clipper Realty Inc. subsidiary 1010 Pacific Owner LLC refinanced the residential rental property at 1010 Pacific Street, Brooklyn, NY with a new $84.5M loan that matures on October 6, 2030 and carries an interest rate of 5.73% per annum. The new loan replaces two prior mortgage notes totaling $80.0M that matured on September 15, 2025; those notes had rates of 5.55% and 6.37%.

The company repaid approximately $80.4M in principal and accrued interest to the prior lender and incurred about $1.7M in closing costs and prepaid interest, plus roughly $0.2M placed in escrow for taxes, insurance, and rent reserves. At closing the refinancing produced net proceeds of approximately $2.1M. The loan includes customary representations, covenants, and default events and is secured by the Property.

David Bistricer, Co-Chairman and CEO of Clipper Realty Inc. (CLPR), reported an insider purchase of common stock totaling 8,174 shares on 08/21/2025 at a weighted average price of $4.01 per share (price range $3.96–$4.02). After the purchase, Mr. Bistricer directly held 8,174 shares and reported substantial indirect holdings across trusts and entities, including 106,666 shares via the Morgan Capital Retirement Trust and a combined >900,000 shares held indirectly through family trusts and related vehicles. He also holds 4,278,058 shares of Special Voting Stock, which grants one vote per share but does not share in distributions.

Clipper Realty (CLPR) Q2 2025 10-Q highlights: Total revenue rose 4.5% YoY to $39.0 million, driven by a 4.7% rise in residential rent and a 4.0% lift in commercial rent. Operating expenses increased only 3.1%, lifting income from operations to $10.8 million (Q2 2024: $10.0 million). Nevertheless, higher interest expense and a $0.7 million loss on asset disposal kept Q2 net loss to common shareholders at $0.5 million, or –$0.07 per share. For the six-month period, a $33.8 million impairment on 10 W 65th Street pushed the net loss to $36.5 million (–$0.93 per share).

Balance-sheet & liquidity: Net real-estate assets fell to $1.16 billion after the impairment and May 30 sale of 10 W 65th for $45.5 million (repaying a $31.2 million mortgage). Cash & restricted cash climbed to $60.8 million, aided by $1.1 million of released escrows. Debt remains heavy at $1.28 billion with a negative equity position of $57.7 million. The $125 million 250 Livingston and $100 million 141 Livingston loans are under special servicing amid alleged covenant defaults; related litigation seeks a receiver and cash sweeps. Key NYC government leases that supply meaningful office rent expire/terminate between August and December 2025, creating renewal risk. Operating cash flow held at $15.0 million; dividend/distribution payments totaled $3.1 million per quarter.

On June 18, 2025, Clipper Realty Inc. (NYSE: CLPR) convened its 2024 Annual Meeting of Stockholders. All management-supported items described in the April 30, 2025 proxy statement were approved.

• Board elections: All seven nominees—led by CEO David Bistricer—were re-elected. Each received roughly 31-33 million “For” votes versus 0.2-2.5 million “Withheld”; 5.24 million broker non-votes were recorded.
• Auditor ratification: PKF O’Connor Davies, LLP was re-appointed with 38.84 million “For,” only 50,405 “Against,” and 10,248 abstentions.
• 2025 Omnibus Incentive Plan: Passed with 30.65 million “For” and 3.00 million “Against.”
• 2025 Non-Employee Director Plan: Passed with 30.98 million “For” and 2.68 million “Against.”

The filing is primarily a corporate-governance update; it does not contain operational or financial performance data. Approval of the incentive and director plans ensures continued equity-based compensation flexibility, while uncontested board and auditor votes signal broad shareholder support and governance continuity.