Clipper Realty CEO reports family-trust share transfers

The Special Voting Stock carries one vote per share but does not share in distributions to Clipper Realty stockholders.

Rhea-AI Filing Summary

Clipper Realty Inc.'s Co-Chairman and CEO, David Bistricer, reported indirect trust transfers on September 30, 2026. The Moric Bistricer 2014 Trust distributed 693,125 Special Voting Stock shares for no consideration to The Moric Bistricer 2014 Trust FBO David Bistricer Trust. A separate distribution of 4,278,058 Special Voting Stock shares from the Moric Bistricer 2016 Family Trust included 1,069,515 transferred to an FBO trust for Bistricer and 3,208,543 distributed to other beneficiaries; the latter ended his beneficial ownership of those shares. Two family-trust distributions also transferred 348,933 and 318,262 Common Stock shares to beneficiaries, after which Bistricer ceased to be a beneficial owner of those shares. His reported holdings included 4,278,058 Special Voting Stock shares directly and 248,933 Common Stock shares held by his spouse as trustee.

Insider Trade Summary

1,762,640 shares gifted

Gift 8 txns

Insider BISTRICER DAVID

Role Co-Chairman and CEO

Type	Security	Shares	Price	Value
Gift	Special Voting Stock F2, F3	693,125	$0.00	$0.00
Other	Special Voting Stock F2, F4	4,278,058	$0.00	$0.00
Gift	Special Voting Stock F2, F4	1,069,515	$0.00	$0.00
Other	Common Stock F5	348,933	$0.00	$0.00
Other	Common Stock F6	318,262	$0.00	$0.00
holding	Common Stock F1	--	--	--
holding	Common Stock	--	--	--
holding	Special Voting Stock F2	--	--	--

Holdings After Transaction: Special Voting Stock — 1,069,515 shares (Indirect, See Footnote); Common Stock — 106,666 shares (Indirect, See footnote); Common Stock — 248,933 shares (Indirect, By Spouse as Trustee of The David Bistricer 2016 Family Trust.); Special Voting Stock — 4,278,058 shares (Direct)

Footnotes (6)

1. F1. Represents shares of common stock beneficially held by the Reporting Person through the Morgan Capital Retirement Trust.
2. F2. 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. Holders of shares of Special Voting Stock own such shares by virtue of their ownership of Class B LLC Units of certain limited liability companies that are indirect subsidiaries of the Issuer, with which Units the shares of Special Voting Stock are paired on a one-to-one basis. 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. F3. Represents the acquisition of 693,125 shares of Special Voting Stock that were distributed from The Moric Bistricer 2014 Trust to The Moric Bistricer 2014 Trust FBO David Bistricer Trust for no consideration, as the beneficiary of the trust. The reporting person serves as a co-trustee of the FBO Trust alongside an independent trustee and shares voting and investment power over the shares held by the FBO Trust.
4. F4. Represents a pro-rata distribution of 4,278,058 shares of Special Voting Stock from the Moric Bistricer 2016 Family Trust, for no consideration, to its beneficiaries. The reporting person share of 1,069,515 shares of Special Voting Stock was transferred directly to the Moric Bistricer 2016 Family Trust FBO David Bistrcier, as the beneficiary of the trust. This transfer represents a change in the form of beneficial ownership from one indirect form to another indirect form. The remaining 3,208,543 shares of Special Voting Stock were distributed to other beneficiaries and represent a disposition of beneficial ownership by the reporting person. The reporting person serves as a co-trustee of the FBO Trust alongside an independent trustee and shares voting and investment power over the shares held by the FBO Trust.
5. F5. Represents a pro-rata distribution of 348,933 shares of Common Stock from the Moric Bistricer 2016 Family Trust, for no consideration, to its beneficiaries. Following the distribution, the reporting person no longer holds any voting, investment, or pecuniary interest in the distributed shares, and ceases to be a beneficial owner of such securities.
6. F6. Represents a pro-rata distribution of 318,262 shares of Common Stock from the Moric Bistricer 2012 Family Trust, for which the reporting person is one of two trustees, for no consideration, to its beneficiaries. Following the distribution, the reporting person no longer holds any voting, investment, or pecuniary interest in the distributed shares, and ceases to be a beneficial owner of such securities.

Key Figures

Special Voting Stock distributed to FBO trust: 693,125 shares Special Voting Stock transferred to FBO trust: 1,069,515 shares Special Voting Stock distributed to other beneficiaries: 3,208,543 shares +4 more

7 metrics

Special Voting Stock distributed to FBO trust 693,125 shares Distributed from The Moric Bistricer 2014 Trust for no consideration on September 30, 2026.

Special Voting Stock transferred to FBO trust 1,069,515 shares Transferred in the Moric Bistricer 2016 Family Trust distribution on September 30, 2026.

Special Voting Stock distributed to other beneficiaries 3,208,543 shares The distribution ended Bistricer's beneficial ownership of these shares on September 30, 2026.

Common Stock distributed 348,933 shares Distributed from the Moric Bistricer 2016 Family Trust to beneficiaries on September 30, 2026.

Common Stock distributed 318,262 shares Distributed from the Moric Bistricer 2012 Family Trust to beneficiaries on September 30, 2026.

Direct Special Voting Stock holdings 4,278,058 shares Reported holding as of September 30, 2026.

Common Stock held by spouse as trustee 248,933 shares Held by Bistricer's spouse as trustee of The David Bistricer 2016 Family Trust as of September 30, 2026.

Key Terms

Special Voting Stock, Class B LLC Units, pro-rata distribution

3 terms

Special Voting Stock technical

"does not share in any distribution to stockholders of the Issuer"

Special voting stock is a class of shares that gives its holders more or different voting rights than ordinary shares, allowing them to control key corporate decisions such as board elections or mergers. For investors, it matters because these shares concentrate control in certain hands, so even if others own more economic interest, they may have less influence over company strategy and governance — like having fewer keys to a car even if you paid for most of it.

Class B LLC Units technical

"ownership of Class B LLC Units of certain limited liability companies"

pro-rata distribution financial

"Represents a pro-rata distribution of 348,933 shares of Common Stock"

A pro-rata distribution is when cash, shares, rights or other assets are divided among investors in proportion to their ownership stake, so each holder gets the same percentage of the total as their share of the company. Think of slicing a pie so everyone receives pieces sized to match how much of the pie they own. For investors this matters because it preserves relative ownership and determines how much value or new securities they receive, and whether they need to buy or sell to maintain their position.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What rights come with CLPR Special Voting Stock?

It gives the holder one vote per share on matters on which Clipper Realty Common Stock holders vote, subject to certain exceptions, and it does not share in distributions to stockholders. Each share is paired one-to-one with a Class B LLC Unit; the pair can be exchanged for cash equal to the fair market value of a Common Stock share or, at the issuer's election, one Common Stock share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 07:13 PM Accepted by SEC EDGAR 10/02/2026 - 07:12 PM Learn about SEC filing 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

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 NEW YORK 11219

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	Co-Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Special Voting Stock(2)	09/30/2026		G		693,125	A	$0	693,125	I	See footnote(2)(3)
Special Voting Stock(2)	09/30/2026		J		4,278,058	D	$0	0	I	See Footnote(2)(4)
Special Voting Stock(2)	09/30/2026		G		1,069,515	A	$0	1,069,515	I	See Footnote(2)(4)
Common Stock	09/30/2026		J		348,933	D	$0	0	I	See footnote(5)
Common Stock	09/30/2026		J		318,262	D	$0	0	I	See footnote(6)
Common Stock								106,666	I	See footnote(1)
Common Stock								248,933	I	By Spouse as Trustee of The David Bistricer 2016 Family Trust.
Special Voting Stock(2)								4,278,058	D

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. Holders of shares of Special Voting Stock own such shares by virtue of their ownership of Class B LLC Units of certain limited liability companies that are indirect subsidiaries of the Issuer, with which Units the shares of Special Voting Stock are paired on a one-to-one basis. 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. Represents the acquisition of 693,125 shares of Special Voting Stock that were distributed from The Moric Bistricer 2014 Trust to The Moric Bistricer 2014 Trust FBO David Bistricer Trust for no consideration, as the beneficiary of the trust. The reporting person serves as a co-trustee of the FBO Trust alongside an independent trustee and shares voting and investment power over the shares held by the FBO Trust.

4. Represents a pro-rata distribution of 4,278,058 shares of Special Voting Stock from the Moric Bistricer 2016 Family Trust, for no consideration, to its beneficiaries. The reporting person share of 1,069,515 shares of Special Voting Stock was transferred directly to the Moric Bistricer 2016 Family Trust FBO David Bistrcier, as the beneficiary of the trust. This transfer represents a change in the form of beneficial ownership from one indirect form to another indirect form. The remaining 3,208,543 shares of Special Voting Stock were distributed to other beneficiaries and represent a disposition of beneficial ownership by the reporting person. The reporting person serves as a co-trustee of the FBO Trust alongside an independent trustee and shares voting and investment power over the shares held by the FBO Trust.

5. Represents a pro-rata distribution of 348,933 shares of Common Stock from the Moric Bistricer 2016 Family Trust, for no consideration, to its beneficiaries. Following the distribution, the reporting person no longer holds any voting, investment, or pecuniary interest in the distributed shares, and ceases to be a beneficial owner of such securities.

6. Represents a pro-rata distribution of 318,262 shares of Common Stock from the Moric Bistricer 2012 Family Trust, for which the reporting person is one of two trustees, for no consideration, to its beneficiaries. Following the distribution, the reporting person no longer holds any voting, investment, or pecuniary interest in the distributed shares, and ceases to be a beneficial owner of such securities.

	/s/ David Bistricer	10/02/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)