LTIP award boosts Clipper Realty (CLPR) executive’s incentive holdings

Rhea-AI Filing Summary

Clipper Realty Inc. granted Chief Property Management Officer Jacob Schwimmer 76,637 Long Term Incentive Plan (LTIP) units on February 26, 2026 at a price of $0 per unit. Following this award, he directly holds 1,172,938 derivative securities tied to the company.

The LTIP units are a class of units in Clipper Realty L.P., the company’s operating partnership. They will vest in full on January 1, 2029 and then may be converted into an equivalent number of operating partnership units, which can be redeemed for cash equal to the company’s common share price or, at the company’s election, one share of common stock per unit.

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
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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^*

SCHWIMMER JACOB

(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)

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

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)	02/26/2026		A		76,637		(2)	(2)	Common Stock	76,637	$0	1,172,938	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, 2029. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates.

	/s/ Jacob Schwimmer	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).
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FAQ

What insider transaction did Clipper Realty (CLPR) report for Jacob Schwimmer?

Clipper Realty reported that Chief Property Management Officer Jacob Schwimmer received a grant of 76,637 Long Term Incentive Plan (LTIP) units. These derivative securities were awarded at no cost and increase his total derivative holdings to 1,172,938 units tied to the company’s operating partnership.

When do Jacob Schwimmer’s new LTIP units in Clipper Realty (CLPR) vest?

The LTIP units granted to Jacob Schwimmer will vest in full on January 1, 2029. Once vested, they become convertible into operating partnership units, giving him additional flexibility to redeem value linked to Clipper Realty’s common stock over time.

What are LTIP units in the context of Clipper Realty (CLPR)?

LTIP units are long term incentive plan units in Clipper Realty L.P., the operating partnership of Clipper Realty Inc. After vesting, they can be converted into operating partnership units, which are redeemable for cash equal to the company’s share price or, at the company’s choice, common stock.

How can Clipper Realty (CLPR) LTIP units ultimately be settled?

After vesting and conversion into operating partnership units, the holder may request redemption. Each unit is redeemable for cash equal to one Clipper Realty common share’s price or, at the company’s election, for one share of its common stock instead of cash.

Does Jacob Schwimmer pay anything for the new Clipper Realty (CLPR) LTIP units?

According to the filing, the 76,637 LTIP units were granted at a price of $0 per unit. This indicates they were an incentive award rather than a purchase, designed to align executive compensation with the long-term performance of Clipper Realty.