Director at Clipper Realty (CLPR) receives 7,961 LTIP units with 2026 vesting

Rhea-AI Filing Summary

Clipper Realty Inc. director Robert Jay Ivanhoe reported receiving a grant of 7,961 Long Term Incentive Plan (LTIP) units of Clipper Realty L.P. on February 26, 2026. These LTIP units were awarded at no cash cost and increase his directly held derivative position to 34,960 units.

The LTIP units vest in four equal 25% installments on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026. Once vested, each LTIP unit can be converted into one OP Unit, which may be redeemed for cash equal to the price of one common share or, at the company’s election, one share of common stock. The conversion and redemption rights do not have expiration dates.

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

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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^*

Ivanhoe Robert Jay

(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)
02/26/2026

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)	02/26/2026		A		7,961		(2)	(2)	Common Stock	7,961	$0	34,960	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/ Robert Ivanhoe	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).
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FAQ

What insider transaction did Clipper Realty (CLPR) report for Robert Jay Ivanhoe?

Clipper Realty reported that director Robert Jay Ivanhoe acquired 7,961 Long Term Incentive Plan (LTIP) units on February 26, 2026. These derivative units were granted at no cash cost and increased his directly held LTIP-related holdings to 34,960 units in the operating partnership.

What are LTIP Units and OP Units in the Clipper Realty (CLPR) Form 4?

The LTIP Units are a class of units in Clipper Realty L.P., the operating partnership subsidiary. After vesting, each LTIP unit can be converted into one OP Unit. Each OP Unit is redeemable for cash equal to one common share’s price or one common share, at the company’s election.

How do the newly granted LTIP Units to Robert Jay Ivanhoe vest at Clipper Realty (CLPR)?

The LTIP Units granted to Robert Jay Ivanhoe vest in four equal installments of 25%. Vesting dates are March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026, spreading the award across the full 2026 calendar year for continued service alignment.

Do the conversion and redemption rights on Clipper Realty (CLPR) LTIP and OP Units expire?

The rights to convert LTIP Units into OP Units and to redeem OP Units do not have expiration dates. This gives the holder flexibility on when to convert and redeem, subject to the terms and conditions established by Clipper Realty L.P. and the company.

What ownership type is reported for Robert Jay Ivanhoe’s LTIP Units in Clipper Realty (CLPR)?

The Form 4 indicates that Robert Jay Ivanhoe’s LTIP Units are held with direct ownership. The filing does not reference any separate trust, partnership, or other entity, meaning the reported derivative holdings are attributed directly to him as the reporting person.