Director at Clipper Realty (NYSE: CLPR) awarded new LTIP units

Rhea-AI Filing Summary

Clipper Realty Inc. director and 10% owner Sam Levinson reported receiving two equity awards of Long Term Incentive Plan Units on February 24, 2026, covering 68,973 and 164,003 LTIP Units at no cash cost. These LTIP Units are issued by Clipper Realty L.P., the company’s operating partnership, and can later be converted into OP Units, which are in turn redeemable for either cash equal to the company’s common share price or one share of common stock per unit. One grant vests in four equal installments on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026, while the second grant vests in full on January 1, 2029. 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

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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)
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		68,973		(2)	(2)	Common Stock	68,973	$0	1,608,156	D
Long Term Incentive Plan Units(1)	(3)	02/24/2026		A		164,003		(3)	(3)	Common Stock	164,003	$0	1,772,163	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.

3. The LTIP Units will vest in full on January 1, 2029. The rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates.

	/s/ Sam Levinson	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).
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FAQ

What insider transaction did CLPR director Sam Levinson report?

Sam Levinson reported receiving two grants of Long Term Incentive Plan Units. The awards cover 68,973 and 164,003 LTIP Units, issued at no cash cost, as part of Clipper Realty’s long-term equity-based compensation structure tied to its operating partnership.

How do Clipper Realty (CLPR) LTIP Units work in this Form 4?

The LTIP Units are a class of units in Clipper Realty L.P. They can be converted into OP Units after vesting, and each OP Unit may be redeemed for cash equal to a common share’s price or one share of Clipper Realty common stock.

What is the vesting schedule for Sam Levinson’s new LTIP Units at CLPR?

One LTIP grant vests 25% on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026. The other grant vests fully on January 1, 2029, creating both near-term and longer-term equity incentives for the reporting person.

Does the Form 4 for CLPR specify expiration dates for the LTIP Unit rights?

The filing states that the rights to convert LTIP Units into OP Units and redeem OP Units do not have expiration dates. This means the holder can exercise these rights after vesting without a set deadline, subject to applicable partnership and company terms.

What role does Clipper Realty L.P. play in these CLPR LTIP awards?

The LTIP Units are issued by Clipper Realty L.P., the operating partnership of Clipper Realty Inc. After vesting, the units are convertible into OP Units of the partnership, which can then be redeemed for either cash or Clipper Realty common shares, as described.