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Form 4 Clipper Realty Inc. For: Sep 30 Filed by: BISTRICER DAVID

October 2, 2026 7:13 PM
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).
1. Name and Address of Reporting Person *
BISTRICER DAVID
(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
X Officer (give title below) Other (specify below)
Co-Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026
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
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).
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