[Form 4] Clipper Realty Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

Insights

Securities Analyst

TL;DR: Insider purchase of 8,174 CLPR shares at ~$4.01 signals management buying and increased direct stake.

From a trading perspective, the reported purchase is a positive, tangible signal because the CEO acquired shares at market prices, increasing his direct ownership. The weighted average price and disclosed price range provide transparency on execution. While the purchased amount is modest relative to his large indirect holdings, insider buys can suggest confidence in near-term company prospects.

Corporate Governance Expert

TL;DR: Significant indirect control via Special Voting Stock persists; a small direct buy adds alignment between management and shareholders.

The filing highlights concentrated voting power—4,278,058 Special Voting Stock shares—which maintains substantial governance influence. The additional direct purchase of 8,174 common shares marginally increases skin in the game by the reporting person. The combination of direct purchases and extensive indirect holdings underscores ongoing insider influence over corporate decisions.

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)
08/21/2025

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
Common Stock	08/21/2025		P		8,174	A	$4.01(3)	8,174	D
Common Stock								106,666	I	See footnote(1)
Common Stock								348,933	I	As Trustee 2016 Moric Bistricer Trust
Common Stock								318,262	I	As Co-Trustee of 2012 Moric Bistricer Trust
Common Stock								248,933	I	By Spouse as Trustee of The David Bistricer 2016 Family Trust.
Special Voting Stock								4,278,058	I	See Footnote(2)

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

Explanation of Responses:

1. Represents shares of common stock beneficially held by the Reporting Person through the Morgan Capital Retirement Trust.

2. Special Voting Stock is a class of stock of the Issuer that does not share in any distribution to stockholders of the Issuer but gives the holder thereof one vote per share on all matters on which the Issuer's holders of Common Stock vote, subject to certain exceptions. Class B LLC Units are units of certain limited liability companies that are indirect subsidiaries of the Issuer. Each Class B LLC Unit is exchangeable, together with one share of Special Voting Stock, for an amount of cash equal to the fair market value of a share of Common Stock of the Issuer or, at the election of the Issuer, one share of Common Stock. The right to exchange Class B LLC Units, together with Special Voting Stock, does not have an expiration date.

3. The price is the weighted average price for the transactions reported on this line. The range of prices for the transactions reported on this line is between $3.96 and $4.02 per share. Complete information regarding the number of shares purchased at each separate price will be provided upon request by Commission Staff, the Issuer or a security holder of the Issuer

	/s/ David Bistricer	08/22/2025
	** 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.