Director at Clipper Realty (CLPR) granted 7,961 long term incentive units

Rhea-AI Filing Summary

Clipper Realty Inc. director Harmon Spolan received a grant of 7,961 Long Term Incentive Plan (LTIP) units of Clipper Realty L.P. on February 24, 2026 at a price of $0.00 per unit. Following this award, Spolan directly holds 33,293 LTIP units.

The LTIP units are a class of operating partnership units that, once vested, can be converted into an equivalent number of OP Units of Clipper Realty L.P. Each OP Unit can then be redeemed for cash equal to the market price of one Clipper Realty Inc. common share or, at the company’s election, one share of common stock. The LTIP units vest in four equal 25% installments on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026, and the conversion and redemption rights do not expire.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SPOLAN HARMON

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Long Term Incentive Plan Units	7,961	$0.00	--

Holdings After Transaction: Long Term Incentive Plan Units — 33,293 shares (Direct)

Footnotes (1)

1. Represents long term incentive plan units ("LTIP Units"), a class of units of Clipper Realty L.P. (the "Operating Partnership"), a direct subsidiary of Clipper Realty Inc. (the "Company"). The LTIP Units are convertible by the reporting person, upon the vesting date, into an equivalent number of units of limited partnership units ("OP Units") of the Operating Partnership. Each OP Unit is redeemable at the request of the holder for cash in an amount equal to the price of a share of common stock of the Company or, at the election of the Company, one share of its common stock. The LTIP Units will vest 25% on each of March 31, 2026, June 30, 2026, September 30, 2026 and December 31, 2026. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SPOLAN HARMON

(Last) (First) (Middle)

4611 TWELFTH AVENUE

(Street)

BROOKLYN NY 11219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clipper Realty Inc. [ CLPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Long Term Incentive Plan Units(1)	(2)	02/24/2026		A		7,961		(2)	(2)	Common Stock	7,961	$0	33,293	D

Explanation of Responses:

1. Represents long term incentive plan units ("LTIP Units"), a class of units of Clipper Realty L.P. (the "Operating Partnership"), a direct subsidiary of Clipper Realty Inc. (the "Company"). The LTIP Units are convertible by the reporting person, upon the vesting date, into an equivalent number of units of limited partnership units ("OP Units") of the Operating Partnership. Each OP Unit is redeemable at the request of the holder for cash in an amount equal to the price of a share of common stock of the Company or, at the election of the Company, one share of its common stock.

2. The LTIP Units will vest 25% on each of March 31, 2026, June 30, 2026, September 30, 2026 and December 31, 2026. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates.

	/s/ Harmon Spolan	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Clipper Realty Inc. (CLPR) director Harmon Spolan receive in this Form 4?

Harmon Spolan received a grant of 7,961 Long Term Incentive Plan (LTIP) units on February 24, 2026. These units are part of equity-based compensation linked to Clipper Realty L.P., giving potential future value tied to the company’s common stock.

How do the LTIP units reported for CLPR’s Harmon Spolan work?

The LTIP units are a class of units in Clipper Realty L.P. that can be converted, once vested, into an equal number of OP Units. Each OP Unit is redeemable for cash equal to one CLPR share’s price or, at the company’s choice, one common share.

What is the vesting schedule for Harmon Spolan’s 7,961 LTIP units at CLPR?

The 7,961 LTIP units vest in four equal 25% installments on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026. Spolan gains conversion rights as each portion vests over this 2026 schedule.

What is Harmon Spolan’s total LTIP unit holding in Clipper Realty after this grant?

After the February 24, 2026 award, Harmon Spolan directly holds 33,293 LTIP units. This figure reflects his aggregate Long Term Incentive Plan unit position in Clipper Realty L.P. following the reported grant transaction.

Do the conversion and redemption rights on CLPR LTIP and OP Units expire?

The rights to convert LTIP units into OP Units and redeem OP Units do not have expiration dates. Once vested, these rights remain outstanding, giving ongoing flexibility to seek cash or shares, subject to the company’s election on settlement form.