Clipper Realty (CLPR) CEO receives two new LTIP unit grants

Rhea-AI Filing Summary

Clipper Realty Inc. reported that Co-Chairman and CEO David Bistricer acquired long term incentive plan units through two equity awards. On February 24, 2026, he was granted 91,964 LTIP Units and an additional 164,003 LTIP Units at no cash cost.

The LTIP Units are issued by Clipper Realty L.P., the operating partnership. Upon vesting, each LTIP Unit can be converted into one operating partnership unit, which may then be redeemed for cash equal to the price of one common share or, at the company’s election, one share of common stock. One award vests in full on January 1, 2027 and the other on January 1, 2029, and the related conversion and redemption rights do not have expiration dates.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider BISTRICER DAVID

Role Co-Chairman and CEO

Type	Security	Shares	Price	Value
Grant/Award	Long Term Incentive Plan Units	91,964	$0.00	--
Grant/Award	Long Term Incentive Plan Units	164,003	$0.00	--

Holdings After Transaction: Long Term Incentive Plan Units — 1,624,522 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 in full on January 1, 2027. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates. The LTIP Units will vest in full on January 1, 2029. 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^*

BISTRICER DAVID

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chairman and CEO

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		91,964		(2)	(2)	Common Stock	91,964	$0	1,624,522	D
Long Term Incentive Plan Units(1)	(3)	02/24/2026		A		164,003		(3)	(3)	Common Stock	164,003	$0	1,788,525	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 in full on January 1, 2027. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates.

3. The LTIP Units will vest in full on January 1, 2029. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates.

	/s/ David Bistricer	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Clipper Realty (CLPR) report in this Form 4?

Clipper Realty reported two equity awards to CEO David Bistricer. He received 91,964 and 164,003 long term incentive plan units on February 24, 2026, both at a price of zero, reflecting non-cash, stock-based compensation rather than open-market share purchases or sales.

What are the LTIP Units granted to Clipper Realty (CLPR) CEO David Bistricer?

The LTIP Units are long term incentive plan units in Clipper Realty L.P., the operating partnership. After vesting, each LTIP Unit can be converted into one operating partnership unit, which is redeemable for cash equal to a common share’s price or one share of Clipper Realty stock.

When do the new Clipper Realty (CLPR) LTIP Unit awards vest?

The LTIP Units vest on two future dates. One grant vests in full on January 1, 2027, and the second grant vests in full on January 1, 2029, creating long-term alignment between the CEO’s compensation and Clipper Realty’s future performance and valuation over multiple years.

Did Clipper Realty (CLPR) CEO buy or sell common stock in this filing?

The filing shows grants of LTIP Units, not open-market stock trades. David Bistricer acquired 91,964 and 164,003 long term incentive plan units as awards at zero cost, which may later convert into operating partnership units and ultimately into cash or common shares, at the company’s election.

Do the Clipper Realty (CLPR) LTIP Units have an expiration date on conversion or redemption rights?

The filing states that the rights to convert LTIP Units into operating partnership units and redeem those units do not have expiration dates. This means, once vested, the CEO can use these rights without a fixed time limit defined in the reported terms.