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Director at Clipper Realty (NYSE: CLPR) awarded 7,961 LTIP incentive units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LORBER HOWARD M reported acquisition or exercise transactions in this Form 4 filing.

Clipper Realty Inc. director Howard M. Lorber reported an equity-based compensation grant consisting of 7,961 Long Term Incentive Plan (LTIP) Units of Clipper Realty L.P. on February 24, 2026, at a stated price of $0.00 per unit. Following this award, he directly holds 34,960 LTIP Units.

The LTIP Units are convertible, after vesting, into an equal number of operating partnership (OP) units, which may then be redeemed for cash equal to the price of one common share of Clipper Realty Inc. or, at the company’s election, one share of its common stock. The grant vests in four equal 25% installments on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026.

Positive

  • None.

Negative

  • None.
Insider LORBER HOWARD M
Role Director
Type Security Shares Price Value
Grant/Award Long Term Incentive Plan Units 7,961 $0.00 --
Holdings After Transaction: Long Term Incentive Plan Units — 34,960 shares (Direct)
Footnotes (1)
  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. 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.
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*
LORBER HOWARD M

(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)
02/24/2026
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) 02/24/2026 A 7,961 (2) (2) Common Stock 7,961 $0 34,960 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/ Howard M. Lorber 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).
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.

FAQ

What insider transaction did CLPR director Howard M. Lorber report?

Howard M. Lorber reported an equity grant of 7,961 Long Term Incentive Plan (LTIP) Units on February 24, 2026. These units are part of Clipper Realty L.P., the operating partnership of Clipper Realty Inc., and represent compensation rather than an open-market share purchase.

How many LTIP Units in CLPR does Howard M. Lorber hold after this grant?

After the reported grant, Howard M. Lorber directly holds 34,960 Long Term Incentive Plan (LTIP) Units. This total reflects the newly awarded 7,961 units combined with his prior LTIP holdings, as disclosed in the Form 4 insider transaction report.

How do Clipper Realty (CLPR) LTIP Units work for Howard M. Lorber?

The LTIP Units are a class of units in Clipper Realty L.P. that can convert, after vesting, into an equal number of OP Units. Each OP Unit can then be redeemed for cash equal to one CLPR common share price or, at the company’s election, one common share.

What is the vesting schedule for Howard M. Lorber’s new CLPR LTIP Units?

Lorber’s 7,961 LTIP Units vest in four equal 25% installments during 2026. Vesting dates are March 31, June 30, September 30, and December 31, 2026, aligning the award with continued service and long-term incentive alignment for the director.

Did Howard M. Lorber pay for the CLPR LTIP Units he received?

The reported transaction shows a price of $0.00 per LTIP Unit, indicating this was a grant or award rather than a purchase. It reflects equity-based compensation provided to Howard M. Lorber as a director of Clipper Realty Inc.

Do the CLPR LTIP and OP Units have expiration dates for conversion or redemption?

The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates. Once vested, the holder can elect to convert and request redemption under the terms described, subject to the company’s choice of cash or common stock settlement.
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