Clipper Realty (CLPR) insider Sam Levinson discloses late-2025 stock purchases

Rhea-AI Filing Summary

Clipper Realty Inc. (CLPR) reported insider share purchases by a reporting person who is both a director and 10% owner. On December 29–31, 2025, the insider completed several "P"-coded transactions in the company’s common stock, buying blocks such as 22,599 shares, 10,895 shares, 19,558 shares and 2,793 shares at weighted average prices around $3.70–$3.79 per share, with detailed price ranges noted in footnotes.

Following these transactions, the insider held common stock both directly and through various indirect vehicles, including profit-sharing plans and entities such as Trapeze Inc., Trapeze D Holdings LLC and ECL Holdings LLC. The filing also lists substantial holdings of a separate class of Special Voting Stock, which provides one vote per share but no right to distributions, and is tied to Class B LLC Units that can be exchanged together with this voting stock for cash equal to the fair market value of, or one share of, common stock.

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

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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^*

Levinson Sam

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025

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	12/29/2025		P		22,599	A	$3.7057(1)	57,099	I	See Footnote(2)
Common Stock	12/29/2025		P		10,895	A	$3.7057(1)	26,895	I	See Footnote(3)
Common Stock	12/29/2025		P		2,418	A	$3.7057(1)	59,852	D
Common Stock	12/30/2025		P		19,558	A	$3.7	79,410	D
Common Stock	12/31/2025		P		2,793	A	$3.7907	82,203	D(5)
Common Stock								1,253,016	I	By Trapeze Inc., a Delaware corporation
Common Stock								136,782	I	By Trapeze D Holdings LLC, a Delaware limited liability company
Common Stock								128,185	I	By ECL Holdings LLC, a Delaware limited liability company
Special Voting Stock(4)								4,464,692	I	By Trapeze Inc., a Delaware corporation
Special Voting Stock(4)								1,362,039	I	By Trapeze D Holdings LLC, a Delaware limited liability company
Special Voting Stock(4)								1,469,548	I	By ECL Holdings LLC, a Delaware limited liability company

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. The price is the weighted average price for the acquisitions reported on this Form 4. The range of prices for the transactions reported on this Form 4 is between $3.62 and $3.75 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.

2. Held through a profit sharing plan at National Financial Services LLC.

3. Held by the Reporting Person's spouse through a profit sharing plan at National Financial Services LLC of which the Reporting Person is co-trustee.

4. 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.

5. The price is the weighted average price for the acquisitions reported on this Form 4. The range of prices for the transactions reported on this Form 4 is between $3.79 and $3.80 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/ Sam Levinson	12/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions in Clipper Realty Inc. (CLPR) are disclosed here?

The filing shows multiple purchases of Clipper Realty Inc. common stock by a reporting person who is a director and 10% owner. On December 29, 2025, the insider purchased blocks including 22,599 shares, 10,895 shares and 2,418 shares. Additional purchases of 19,558 shares on December 30, 2025 and 2,793 shares on December 31, 2025 are also reported.

At what prices did the CLPR insider buy common stock?

The reported transactions show weighted average purchase prices of about $3.7057 per share on December 29, 2025, $3.70 per share on December 30, 2025, and $3.7907 per share on December 31, 2025. Footnotes state that the price ranges for these trades were between $3.62 and $3.75 per share for one group of transactions and between $3.79 and $3.80 per share for another.

What is the reporting person’s relationship to Clipper Realty Inc. (CLPR)?

The reporting person is identified as both a Director and a 10% Owner of Clipper Realty Inc. The form is indicated as being filed by one reporting person. The signature line shows the name Sam Levinson signing as the reporting person on December 31, 2025.

How are the CLPR shares held by the insider after these transactions?

After the reported purchases, the insider holds common stock both directly and indirectly. Indirect holdings include shares held through a profit sharing plan at National Financial Services LLC, shares held by the reporting person’s spouse through a profit sharing plan where the reporting person is a co-trustee, and large positions held through entities such as Trapeze Inc., Trapeze D Holdings LLC and ECL Holdings LLC, as listed in the table.

What is the Special Voting Stock mentioned for Clipper Realty Inc. (CLPR)?

The filing explains that Special Voting Stock is a class of Clipper Realty Inc. stock that does not share in distributions to stockholders but provides one vote per share on most matters on which common stockholders vote. It is paired with Class B LLC Units of certain subsidiaries. Each Class B LLC Unit, together with one share of Special Voting Stock, is exchangeable for either cash equal to the fair market value of one share of common stock or, at the issuer’s election, one share of common stock, and this exchange right has no expiration date.

Are the CLPR insider’s indirect holdings significant in this filing?

Yes. Beyond direct holdings, the tables list substantial indirect positions. For common stock, these include 1,253,016 shares held by Trapeze Inc., 136,782 shares by Trapeze D Holdings LLC, and 128,185 shares by ECL Holdings LLC. For Special Voting Stock, the insider is reported to beneficially own 4,464,692 shares through Trapeze Inc., 1,362,039 shares through Trapeze D Holdings LLC, and 1,469,548 shares through ECL Holdings LLC.