Clipper Realty Inc.

On May 30, 2025, the Company completed the sale of 10 West 65th Street in Manhattan, a 6-story residential building with approximately 76,000 square feet of residential rental GLA. for gross proceeds of $45.5 million. The Company incurred $1.9 million in closing costs and paid $800 thousand in accrued interest at closing. At closing, the Company repaid in full its $31.2 million mortgage note (the “Mortgage”) with Flagstar Bank (“Flagstar”) (see note 4 below). The Company recorded a loss on the disposal of long-lived assets of $857 thousand and a loss on impairment of long-lived assets of $33.8 million during the year-ended December 31, 2025.

The table below presents an overview of the Company’s portfolio as of December 31, 2025:

Address · Submarket · Year Built · Leasable Sq. Ft. · # Units · Percent Leased · Annualized December 2025 Base Rental Revenue (millions)(1) · Net Effective Rent Per Occupied Square Foot

Residential

Tribeca House · Manhattan · 1921/1964 · 482,512 · 508 · 99.4 · 42.6 · 88.74

Flatbush Gardens · Brooklyn · 1950 · 1,748,671 · 2,496 · 98.2 · 55.3 · 32.20

250 Livingston Street · Brooklyn · 1920 · 26,819 · 36 · 100.0 · 1.7 · 65.05

Aspen · Manhattan · 2004 · 165,542 · 232 · 97.8 · 6.9 · 42.52

Clover House · Brooklyn · 1959 · 102,131 · 158 · 95.6 · 8.8 · 89.74

1010 Pacific Street · Brooklyn · 2023 · 115,401 · 175 · 96.0 · 7.0 · 63.35

Dean Street · Brooklyn · 2025 · 158,664 · 240 · 66.3 · 7.1 · 67.20

2,799,740 · 3,845 · 96.4 · 129.4 · 47.92

Commercial

141 Livingston Street · Brooklyn · 1959 · 220,937 · 1 · 6.7 · 0.5 · 32.30

250 Livingston Street · Brooklyn · 1920 · 343,486 · 1 · 0.3 · 0.1 · 116.16

Tribeca House · Manhattan · 1921/1964 · 77,383 · 10 · 91.6 · 4.0 · 56.11

Aspen · Manhattan · 2004 · 21,062 · 6 · 78.0 · 0.6 · 37.36

662,868 · 20 · 15.6 · 5.2 · 50.11

Total · 3,462,608 · 3,865 · 80.9 · 134.6 · 48.00 · (2)

(1) · Represents annualized revenue based on December 2025 data.

(2) · Represents weighted average.

The table below presents an overview of commercial and retail lease expirations for the next ten years and thereafter, beginning in 2026. Excludes residential leases which are generally of one year duration.

Year · Number of Tenants · Total Square Feet · Annualized Rental Revenue · % of Annualized Rental Revenue Expiring

2026 · 1 · 510 · 19,484 · 0.4

2027 · 1 · 7,568 · 380,204 · 7.3

2028 · 2 · 1,597 · 139,308 · 2.7

2029 · — · — · — · 0.0

2030 · 2 · 2,685 · 167,249 · 3.2

2031 · 1 · 540 · 175,579 · 3.4

2032 · 3 · 6,106 · 565,440 · 10.9

2033 · 1 · 24,200 · 1,485,691 · 28.6

2034 · 1 · 2,212 · 154,475 · 3.0

2035 · — · — · — · 0.0

Thereafter · 5 · 48,358 · 2,107,341 · 40.6

Total · 17 · 93,776 · 5,194,772 · 100.0

Descriptions of Our Properties

Tribeca House

The Company purchased the 50 Murray Street and 53 Park Place buildings on December 15, 2014.

These buildings were built in 1964 and 1921, respectively, renovated in 2001, and comprise a total of 506 units which include studio and one- and two-bedroom apartments as well as retail space and parking. The buildings are both full-service luxury rentals which include building finishes such as ceilings as high as 11 feet, stainless steel appliances and granite countertops, and amenities such as a doorman, elevators, landscaped roof deck, rooftop basketball court, tenant lounge, game room, toddlers’ playroom, in-house valet service and screening room. 50 Murray Street includes 390 units and 396,528 square feet and 53 Park Place includes 116 units and 86,288 square feet.

The properties also feature approximately 77,400 square feet of retail space, comprising approximately 53,000 square feet of street-level and mezzanine-level retail space, and an externally managed garage. Tenants include Equinox (a premium fitness club), Starbucks and 7 Eleven. The weighted average remaining lease duration of the retail tenants at December 31, 2025, is approximately four years.

Location · • · 50 Murray Street and 53 Park Place

Amenities · • · Doorman

• · Elevators

• · Landscaped roof deck

• · Rooftop basketball court

• · Tenant lounge

• · Game room

• · Toddler’s play room

• · In-house valet service

• · Screening room

Nearby Rapid Transit Access · • · MTA Subway A, C, E, N, R, 1, 2, 3 trains

• · PATH train

The Tribeca House properties are encumbered by a loan through Deutsche Bank AG with a balance of $360.0 million as of December 31, 2024. The loan matures on March 6, 2028, bears interest at 4.506% and requires interest-only payments for the entire term. We have the option to prepay all (but not less than all) of the unpaid balance of the loan prior to the maturity date, subject to a prepayment premium if it occurs prior to December 6, 2027.

Flatbush Gardens

• Renaissance Equity Holdings LLC D New York³
• Renaissance Equity Holdings LLC E New York³
• Renaissance Equity Holdings LLC F New York³
• Renaissance Equity Holdings LLC G New York³

• Real estate investments are relatively illiquid and may limit our flexibility.
• Competition could limit our ability to acquire attractive investment opportunities and increase the costs of those opportunities, which may adversely affect us, including our profitability, and impede our growth.
• Competition may impede our ability to attract or retain tenants or re-lease space, which could adversely affect our results of operations and cash flow.
• We are subject to potential losses that are either uninsurable, not economically insurable or that are in excess of our insurance coverage.
• We are subject to risks from natural disasters such as severe weather.
• Actual or threatened terrorist attacks may adversely affect our ability to generate revenues and the value of our properties.
• We may become subject to liability relating to environmental and health and safety matters, which could have an adverse effect on us, including our financial condition, cash flows and results of operations.
• We may incur significant costs complying with the ADA and similar laws (including but not limited to the Fair Housing Amendments Act of 1988 (“FHAA”) and the Rehabilitation Act of 1973), which could adversely affect us, including our future results of operations and cash flows.
• As we increase rents and improve our properties, we could become the target of public scrutiny and investigations similar to the public scrutiny and investigations that other apartment landlords in Brooklyn and other neighborhoods in the New York metropolitan area have experienced, which could lead to negative publicity and require that we expend significant resources to defend ourselves, all of which could adversely affect our operating results and our ability to pay distributions to our stockholders.
• We may acquire properties or portfolios of properties through tax-deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets.
• If there is a transfer of a controlling interest in any of our properties (or in the entities through which we hold our properties), issuances of our common stock in exchange for Class B LLC units pursuant to the exchange right granted to holders of Class B LLC units, sales of Class B LLC units by the holders thereof or the issuance of LLC interests to our Operating Partnership, we may be obligated to pay New York City and New York State transfer tax based on the fair market value of the New York City and/or New York State real property transferred.
• Risks Related to Our Business and Operations
• Capital and credit market conditions, including higher interest rates, may adversely affect our access to various sources of capital or financing and/or the cost of capital, which could affect our business activities, dividends, earnings and common stock price, among other things.
• Increased inflation may have a negative effect on rental rates and our results of operations.
• We may from time to time be subject to litigation or government investigations that could have an adverse effect on our financial condition, results of operations, cash flow and the market value of our common stock.
• Our subsidiaries may be prohibited from making distributions and other payments to us.
• We are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002, and our inability to maintain effective internal control over financial reporting in the future could result in investors losing confidence in the accuracy and completeness of our financial reports and negatively affect the market price of our common stock.
• We are a smaller reporting company and, because we have opted to use the reduced reporting requirements available to us, certain investors may find investing in our securities less attractive.
• If our information technology networks or data, or those of third parties upon which we rely, are or were disrupted or otherwise compromised, we could experience costly remediation or other expenses, liability under federal and state laws, and litigation and investigations, any of which could result in substantial reputational damage and materially and adversely affect our business, financial condition, results of operations, cash flows, and the market price of our common stock.
• Risks Related to Our Organization and Structure
• Our continuing investors hold shares of our special voting stock that entitle them to vote together with holders of our common stock on an as-exchanged basis, based on their ownership of Class B LLC units in our predecessor entities, and are generally able to significantly influence the composition of our board of directors, our management and the conduct of our business.
• The ability of stockholders to control our policies and effect a change of control of our Company is limited by certain provisions of our charter and bylaws and by Maryland law.
• Our board of directors may change our policies without stockholder approval.
• Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of OP Units and of LLC units in our predecessor entities, which may impede business decisions that could benefit our stockholders.
• Our charter contains a provision that expressly permits our officers to compete with us.
• We may have assumed unknown liabilities in connection with the formation transactions, which, if significant, could adversely affect our business.
• We may pursue less vigorous enforcement of terms of employment agreements with certain of our executive officers, which could negatively impact our stockholders.
• David Bistricer, our Co-Chairman of the board of directors and Chief Executive Officer, and Sam Levinson, our Co-Chairman of the board of directors and Head of the Investment Committee, have outside business interests that will take their time and attention away from us, which could materially and adversely affect us. In addition, notwithstanding the Investment Policy, members of our senior management may in certain circumstances engage in activities that compete with our activities or in which their business interests and ours may be in conflict.
• We may experience conflicts of interest with certain of our directors and officers and significant stockholders as a result of their tax positions.
• We hold a portion of our cash and cash equivalents in deposit accounts that could be adversely affected if the financial institutions holding such deposits fail.
• Risks Related to Our Indebtedness and Financing
• We have a substantial amount of indebtedness that may limit our financial and operating activities and may adversely affect our ability to incur additional debt to fund future needs.
• Changing interest rates could increase interest costs and adversely affect our cash flows and the market price of our securities.
• Our tax protection agreement requires our Operating Partnership to maintain certain debt levels that otherwise would not be required to operate our business.
• We may not have sufficient cash flow to meet the required payments of principal and interest on our debt or to pay distributions on our common stock at expected levels.
• Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.
• Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate, which could adversely affect us.
• Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
• A portion of our distributions may be treated as a return of capital for U.S. federal income tax purposes, which could reduce the basis of a stockholder’s investment in shares of our common stock and may trigger taxable gain.
• Risks Related to Our Status as a REIT
• Failure to qualify or to maintain our qualification as a REIT would have significant adverse consequences to the value of our common stock.
• If our special voting stock and the Class B LLC units are treated as a single stock interest in the Company, we could fail to qualify as a REIT.
• Complying with the REIT requirements may cause us to forego otherwise attractive opportunities or liquidate certain of our investments.
• We may be subject to a 100% penalty tax on any prohibited transactions that we enter into, or may be required to forego certain otherwise beneficial opportunities in order to avoid the penalty tax on prohibited transactions.
• REIT distribution requirements could adversely affect our liquidity and adversely affect our ability to execute our business plan.
• The ability of our board of directors to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders.
• Our ability to provide certain services to our tenants may be limited by the REIT rules, or may have to be provided through a TRS.
• Although our use of TRSs may partially mitigate the impact of meeting certain requirements necessary to maintain our qualification as a REIT, there are limits on our ability to own TRSs, and a failure to comply with the limits would jeopardize our REIT qualification and may result in the application of a 100% excise tax.
• Our property taxes could increase due to property tax rate changes or reassessment, which could impact our cash flow.
• Risks Related to Ownership of Our Common Stock
• The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders.
• There are restrictions on ownership and transfer of our common stock.
• Future sales of our common stock or other securities convertible into our common stock could cause the market value of our common stock to decline and could result in dilution.