Clipper Realty (CLPR) director converts 11,020 OP Units to stock

Rhea-AI Filing Summary

Clipper Realty Inc. director Roberto Angelo Verrone exercised derivative interests linked to the company’s operating partnership into common equity. He converted 11,020 Operating Partnership units (received for vested LTIP units) into 11,020 shares of Clipper Realty common stock at an exercise price of $0.00 per share.

After these transactions, Verrone holds 26,999 shares of common stock directly and 7,961 Operating Partnership units, all reported as direct ownership. The filing reflects a compensation-related derivative exercise and conversion, with no open-market purchases or sales disclosed.

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^*

Verrone Roberto Angelo

(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)
03/06/2026

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
Common Stock	03/06/2026		M		11,020	A	$0	26,999	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
Operating(1)	(1)	03/06/2026		M		11,020		(1)	(1)	Common Stock	11,020	$0	7,961	D

Explanation of Responses:

1. Represents limited partnership units ("OP Units") of Clipper Realty L.P. (the "Operating Partnership"), a direct subsidiary of Clipper Realty, Inc. (the "Company"), received by the reporting person in exchange for an equivalent number of vested long term incentive plan units ("LTIP Units"), a class of 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. The Company has elected to redeem each OP Unit for one share of its common stock. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates.

	/s/ Roberto Verrone	03/11/2026
	** 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 (CLPR) report for Roberto Angelo Verrone?

Clipper Realty reported that director Roberto Angelo Verrone exercised derivative interests, converting 11,020 Operating Partnership units into 11,020 shares of common stock at an exercise price of $0.00 per share. This reflects a compensation-related derivative exercise rather than an open-market stock purchase or sale.

How many Clipper Realty common shares does Verrone hold after this Form 4?

Following the reported transactions, Verrone directly holds 26,999 shares of Clipper Realty common stock. This figure comes from the Form 4’s post-transaction ownership column and represents his direct equity stake after converting 11,020 Operating Partnership units into common shares.

What happened to Verrone’s Operating Partnership units in Clipper Realty L.P.?

Verrone exchanged 11,020 vested LTIP-related Operating Partnership units for an equal number of Clipper Realty common shares. After this exchange, he still holds 7,961 Operating Partnership units directly, which remain redeemable for cash equal to the stock price or, at the company’s election, shares.

Was Verrone’s Clipper Realty transaction an open-market buy or sell?

The transaction was not an open-market buy or sell. It was an exercise and conversion of derivative interests (Operating Partnership units received for LTIP units) into 11,020 common shares at $0.00 per share, as indicated by transaction code M and the detailed footnote description.

What does the Clipper Realty Form 4 footnote say about OP Units and common stock?

The footnote explains each Operating Partnership unit is redeemable for cash equal to the price of one common share or, at the company’s election, one common share. In this case, the company elected to redeem each of the 11,020 units for one share of its common stock.