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Clipper Realty (NYSE: CLPR) details $125M 250 Livingston loan agreement and foreclosure rights

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Clipper Realty Inc. describes a new agreement with the lender on its $125.0 million loan secured by the 250 Livingston Street property in Brooklyn. The loan bears interest at 3.63%, is interest-only and matures on June 6, 2029.

Under a Consent and Cooperation Agreement effective June 4, 2026, the lender and borrower will jointly market and seek to sell the loan to a third party during a 45-day marketing period, which the lender may extend. After this period, the lender has the right to foreclose on the property, including taking the deed in lieu of foreclosure, while the borrower is also allowed to submit its own offer to purchase the loan.

Positive

  • None.

Negative

  • Foreclosure risk on secured property: After the 45-day marketing period, the lender gains the right to foreclose on the 250 Livingston Street property or take the deed in lieu of foreclosure, introducing explicit downside risk for this asset.

Insights

Agreement highlights lender’s foreclosure rights on a key secured property.

The company’s 250 Livingston Street property secures a $125.0 million loan bearing 3.63% interest with interest-only payments through its June 6, 2029 maturity. The new Consent and Cooperation Agreement reshapes how this loan may be resolved.

The agreement sets a 45-day marketing period starting June 4, 2026, during which the loan will be jointly marketed for sale to a third party. The lender may extend this window, preserving flexibility over timing and process.

After the marketing period, the lender gains the right to foreclose on the 250 Livingston Street property or accept a deed in lieu. The borrower may also bid to buy the loan. The eventual outcome and pricing will be important for understanding future cash flows from this asset and the company’s secured debt profile.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Loan principal $125.0 million Principal amount of loan secured by 250 Livingston Street
Interest rate 3.63% Interest rate on 250 Livingston Street loan
Maturity date June 6, 2029 Loan maturity for 250 Livingston Street property
Marketing period length 45 days Loan marketing period starting June 4, 2026
Agreement effective date June 4, 2026 Effective date of Consent and Cooperation Agreement
Loan Agreement financial
"entered into the Loan Agreement, dated as of May 31, 2019"
A loan agreement is a formal contract between a borrower and a lender that outlines the terms of a loan, including how much money is borrowed, how and when it will be repaid, and any interest or fees involved. It is like a detailed agreement that ensures both parties understand their responsibilities, helping to prevent misunderstandings. For investors, it provides clarity about the borrower's obligations and the risk involved in lending money.
promissory notes financial
"The Loan is evidenced by certain promissory notes (the “Notes”)"
A promissory note is a written IOU in which a borrower promises to repay a specific amount to a lender, usually with stated interest and by a set date. Investors care because these notes are a formal debt claim—like holding a scheduled payment stream—so they affect a company’s borrowing costs, cash flow and credit risk; notes can be bought, sold or used as collateral, which influences liquidity and recoveries if things go wrong.
interest-only payments financial
"bears interest at 3.63% and requires interest-only payments for its entire term"
A loan payment plan where the borrower pays only the interest charge for a set period, leaving the original loan amount unchanged until later. For investors, this matters because it can boost short-term cash flow and lower default risk early on, but it also concentrates repayment or raises future payments later, which can increase credit and refinancing risk for lenders and holders of related securities—think of a lease that postpones paying down the car’s price.
foreclose financial
"the Lender has the right to foreclose on the Property"

FAQ

What loan is Clipper Realty (CLPR) discussing in this 8-K?
The filing discusses a $125.0 million loan related to Clipper Realty’s 250 Livingston Street property in Brooklyn. The loan is evidenced by promissory notes and is secured by that property under a Loan Agreement originally dated May 31, 2019.

What are the key terms of Clipper Realty’s 250 Livingston Street loan?
The 250 Livingston Street loan has a principal amount of $125.0 million, bears interest at 3.63%, requires interest-only payments for its entire term, and matures on June 6, 2029. Clipper Realty Inc. and Clipper Realty L.P. guarantee certain obligations.

How long is the marketing period under Clipper Realty’s agreement?
The marketing period under the agreement is 45 days, starting on June 4, 2026. During this time, the lender and borrower jointly market the loan to third parties. The lender has sole discretion to extend this marketing period beyond 45 days.

What foreclosure rights does the lender have on Clipper Realty’s 250 Livingston property?
After the marketing period ends, the lender has the right to foreclose on the 250 Livingston Street property, including taking the deed in lieu of foreclosure. These rights apply under the new Consent and Cooperation Agreement described in the filing.

Can Clipper Realty bid for its own 250 Livingston loan?
Yes. The agreement provides that the borrower has the right to submit an offer to purchase the loan. This allows Clipper Realty’s subsidiary to participate as a potential buyer alongside third-party bidders during the marketing process.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
false 0001649096 0001649096 2026-06-04 2026-06-04
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): June 4, 2026
 
 
CLIPPER REALTY INC.
(Exact Name of Registrant as Specified in Charter)
 
Maryland
 
001-38010
 
47-4579660
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
    
4611 12th Avenue, Suite 1L
Brooklyn, New York
 
11219
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (718) 438-2804
 
Former name or former address, if changed since last report: N/A
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
 
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
CLPR
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company         ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
Item 8.01 Other Events.
 
250 Livingston Owner LLC (“Borrower”), a subsidiary of Clipper Realty Inc. (the “Company”), entered into the Loan Agreement, dated as of May 31, 2019 (the “Loan Agreement”), with Citi Real Estate Funding Inc., related to a loan in the principal amount of $125.0 million (the “Loan”). The Loan is evidenced by certain promissory notes (the “Notes”) and secured by the Company’s 250 Livingston Street property in Brooklyn, New York (the “Property”). The Note matures on June 6, 2029, bears interest at 3.63% and requires interest-only payments for its entire term. The Company and its operating subsidiary, Clipper Realty L.P., serve as guarantors (collectively, “Guarantors”) of certain obligations under the Loan. As previously disclosed, Wells Fargo Bank, National Association, as trustee for the GS Mortgage Securities Trust 2019-GC40 securitization, as the lender (the “Lender”) is now the Lender. 
 
The Borrower, the Guarantors and the Lender entered into the Consent and Cooperation Agreement (the “Agreement”), effective as of June 4, 2026 (the “Effective Date”). Pursuant to the Agreement, the Lender and the Borrower agreed to jointly market and sell the Loan to a third-party buyer during a marketing period that commenced on the Effective Date and will end 45 days thereafter (the “Marketing Period”), subject to extension at the Lender’s sole discretion.  At the end of the Marketing Period, the Lender has the right to foreclose on the Property, including taking the deed to the Property in lieu of foreclosure. The Agreement also provides that the Borrower has the right to submit an offer to purchase the Loan. 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Clipper Realty Inc. 
 
 
 
 
 
 
 
 
 
 
By:
/s/ David Bistricer
 
 
Name: 
David Bistricer 
 
 
Title: 
Co-Chairman and Chief Executive Officer 
 
 
 
 
Date: July 2, 2026
 

Source: View Original Filing on SEC EDGAR

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