Clipper Realty (CLPR) director awarded 7,961 LTIP Units with 2026 vesting

Rhea-AI Filing Summary

Clipper Realty Inc. director Richard N. Burger received a grant of 7,961 Long Term Incentive Plan units (LTIP Units) on February 26, 2026 at a price of $0.00 per unit. Following this award, he holds 33,293 LTIP Units directly.

The LTIP Units are a class of units in Clipper Realty L.P., the company’s operating partnership. After they vest, each LTIP Unit can be converted into one operating partnership (OP) unit, and each OP unit can be redeemed for cash equal to the market price of one Clipper Realty common share or, at the company’s election, one share of common stock.

The grant vests in four equal installments of 25% each on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026. This structure ties the director’s potential future ownership more closely to the company’s long-term performance and unit price.

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^*

Burger Richard N

(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	33,293	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/ Richard N Burger	02/26/2026
	** 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 transaction did Clipper Realty Inc. (CLPR) report for Richard N. Burger?

Clipper Realty reported that director Richard N. Burger received a grant of 7,961 LTIP Units on February 26, 2026. These long-term incentive units were awarded at $0.00 per unit, increasing his directly held LTIP Units to 33,293 after the transaction.

What are LTIP Units in Clipper Realty Inc. (CLPR) as described in this filing?

LTIP Units are long term incentive plan units in Clipper Realty L.P., the operating partnership. Upon vesting, each LTIP Unit can be converted into one OP Unit, which the holder may redeem for cash equal to a common share’s price or, at the company’s election, one common share.

How do the LTIP Units granted to Richard N. Burger at Clipper Realty (CLPR) vest?

The 7,961 LTIP Units vest in four equal installments of 25% each. Vesting occurs on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026, aligning the award with Burger’s continued service and the company’s multi-quarter performance.

What can Clipper Realty (CLPR) OP Units received from LTIP Unit conversion be exchanged for?

Each OP Unit from converted LTIP Units is redeemable at the holder’s request for cash equal to the market price of one Clipper Realty common share or, at the company’s choice, one share of its common stock, with no stated expiration on these rights.

Did Richard N. Burger buy Clipper Realty (CLPR) securities on the open market in this Form 4?

No, the Form 4 shows a grant or award acquisition of 7,961 LTIP Units at $0.00 per unit. This is a compensation-related award of derivative securities rather than an open-market purchase or sale of Clipper Realty common stock.

Do the LTIP Unit conversion and redemption rights at Clipper Realty (CLPR) expire?

According to the filing, the rights to convert LTIP Units into OP Units and to redeem OP Units for cash or common stock do not have expiration dates. These rights remain outstanding once the LTIP Units have vested and been converted.