Form 8-K

8-K — Clipper Realty Inc.

Accession: 0001437749-26-026253

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001649096

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — clpr20260805_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_999509.htm)

GRAPHIC (logo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: clpr20260805_8k.htm · Sequence: 1

clpr20260805_8k.htm

false

0001649096

2026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 6, 2026

CLIPPER REALTY INC.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-38010

47-4579660

(State or Other

(Commission

(IRS Employer

Jurisdiction of

File Number)

Identification No.)

Incorporation)

4611 12th Avenue, Suite 1L

Brooklyn, New York

11219

(Address of Principal Executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (718) 438-2804

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

CLPR

New York Stock Exchange

Item 2.02. Results of Operations and Financial Condition

On August 6, 2026, Clipper Realty Inc. issued a press release announcing its financial results for the quarterly period ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Form 8-K under Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit

Number

Exhibit

Description

99.1

Press Release dated August 6, 2026, announcing financial results for the quarterly period ended June 30, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Clipper Realty Inc.

(Registrant)

By:

/s/ David Bistricer

Name:

David Bistricer

Title:

Co-Chairman and Chief Executive Officer

Date: August 6, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_999509.htm · Sequence: 2

ex_999509.htm

Exhibit 99.1

Clipper Realty Inc. Announces Second Quarter 2026 Results

NEW YORK, August 6, 2026 /Business Wire/ -- Clipper Realty Inc. (NYSE: CLPR) (the “Company”), a leading owner and operator of multifamily residential and commercial properties in the New York metropolitan area, today announced financial and operating results for the three months ended June 30, 2026.

Highlights for the Three Months Ended June 30, 2026

●

Results reflect the termination of the New York City (“NYC”) lease in August 2025 at the 250 Livingston Street office property and progress in resolving the future of the property and its loan as described below, record leasing rates and occupancy at our residential properties, and the sale of the 10 West 65th Street property in the second quarter last year.

●

Quarterly revenues of $38.6 million for the second quarter of 2026 vs $39.0 million for the second quarter of 2025. Residential revenues were $32.2 million for the second quarter of 2026 vs.$29.1 million for the second quarter of 2025, an increase of $3.1 million primarily due to the strong residential leasing. Commercial revenues were $6.4 million for the second quarter of 2026 vs $10.0 million for the second quarter of 2025, a decrease of $3.6 million primarily due to the NYC lease termination in August 2025, net of new commercial leases.

●

Quarterly income from operations of $9.3 million for the second quarter of 2026 vs $10.8 million for the second quarter of 2025.

●

Quarterly net operating income (“NOI”)1 of $21.6 million for the second quarter of 2026 vs $22.8 million for the second quarter of 2025.

●

Quarterly net loss of $6.3 million for the second quarter of 2026 vs a net loss of $1.4 million for the second quarter of 2025.

●

Adjusted funds from operations (“AFFO”)1 of $3.8 million for the second quarter of 2026 vs $8.3 million for the second quarter of 2025.

●

Declared a dividend of $0.095 per share for the second quarter of 2026.

David Bistricer, Co-Chairman, and Chief Executive Officer, commented,

“For the quarter, the main highlights are continued strong residential leasing and significant progress made towards resolving lender issues at our 250 Livingston Street office property. The residential properties continued to have high occupancy and strong renter demand. New free market leases exceeded previous rents by 13% and renewals by over 5% and our major residential properties are leased at record levels. Furthermore, our new Prospect House property at 953 Dean Street in Brooklyn, NY was fully leased at June 30, 2026.”

Financial Results for the Three Months Ended June 30, 2026

Our results reflect the strength of residential leasing and progress towards resolving previously disclosed lender issues at our 250 Livingston Street office property as follows:

●

At the 250 Livingston Street office property, the principal tenant, NYC, terminated its lease in August 2025 with the principal remaining revenue source coming from 36 residential units. In November 2025, we notified the property’s lender and special loan servicer that we did not plan to continue supporting the property’s ongoing operating and debt service shortfall and ceased making payments for interest and property tax escrows (including default interest of 5%), Since then, the lender has reimbursed or paid substantially all expenses of the property. Effective June 2026, the lender and the Company entered into a Consent and Cooperation Agreement to jointly market and sell the loan to the property which gave the lender the right to foreclose on the property at the end of the marketing period, including taking the deed to the property in lieu of foreclosure. As of the date of this press release, the lender has not taken any such action. The Consent and Cooperation Agreement also provides that we have the right to submit an offer to purchase the loan at the end of the lender’s marketing period.

●

10 West 65th Street property was sold in the second quarter of 2025 and had no significant impact on the Company’s results since the sale.

1 NOI and AFFO are non-GAAP financial measures. For a definition of these financial measures and a reconciliation of such measures to the most comparable GAAP measures, see “Reconciliation of Non-GAAP Measures” at the end of this release.

Revenues. For the second quarter of 2026, revenues were $38.6 million as compared to revenues of $39.0 million during the second quarter of 2025, a decrease of $0.4 million. The decrease was primarily due to the termination of the NYC lease in August 2025 of $(4.1) million, the sale of the 10 West 65th Street property which had revenues in the second quarter of 2025 of $0.7 million, revenues of $2.3 million in this quarter from the Prospect House property placed in service in August 2025 and still in its lease up period and increases of $2.1 million at all other properties. The increase at all other properties was due to record residential rental rates and occupancy and some new commercial leases at Tribeca House.

Net Loss. For the second quarter of 2026, net loss was $6.3 million ($0.19 per share) compared to net loss of $1.4 million ($0.07 per share) for the second quarter of 2025, an increase of $4.9 million. The increase in net loss was primarily due to the termination of the NYC lease at the 250 Livingston Street office property of $5.7 million, substantially all of which is non-cash, whereby the lender funded all expenses and collected all the residual residential rents since termination of the NYC lease. The net loss in the second quarter of 2025 for the 10 West 65th Street property was $0.7 million. The new Prospect House property, placed in service in August 2025 and still in its final lease up period, had a net loss of $1.4 million in the second quarter of 2026. All other residential properties and the 141 Livingston Street property had increased net income of $1.5 million resulting from strong residential leasing and some new commercial leases at Tribeca House somewhat offset by annual increases in real estate taxes and insurance at all properties and some increased legal expenses and settlement costs.

AFFO. For the second quarter of 2026, AFFO was $3.8 million, or $0.09 per share, compared to $8.3 million, or $0.20 per share, for the second quarter of 2025, a decrease of $4.6 million. The decrease was primarily due to the termination of the NYC lease at the 250 Livingston Street office property of $(5.8) million, substantially all of which is non-cash in 2026 as described above. AFFO in the second quarter of 2025 for the 10 West 65th Street property was negligible. AFFO at the new Prospect House property, still in its final lease up period, was $(0.2) million. AFFO at the remaining residential properties and 141 Livingston Street office property improved by $1.4 million due to strong residential leasing and some new leases at Tribeca House somewhat offset by annual increases in real estate taxes and insurance at all properties and some legal expenses.

Balance Sheet

On June 30, 2026, notes payable (excluding unamortized loan costs) were $1,287.2 million, compared to $1,286.2 million at December 31, 2025.

On June 30, 2026, cash and cash equivalents were $37.7 million compared to $30.8 million at December 31, 2025, and restricted cash was $24.9 million at June 30, 2026, compared to $27.3 million at December 31, 2025. The increase in cash and cash equivalents was primarily due to strong operating cash flow from our residential properties used to fund capital spending and the quarterly equity distribution.

Dividend

The Company today declared a second quarter dividend of $0.095 per share, the same amount as last quarter, to shareholders of record on August 18, 2026, payable August 26, 2026.

Conference Call and Supplemental Material

The Company will host a conference call on August 6, 2026, at 5:00 PM Eastern Time to discuss the second quarter 2026 results and provide a business update. The conference call can be accessed by dialing (800) 346-7359 or (973) 528-0008, conference entry code 659576. A replay of the call will be available from August 6, 2026, following the call, through August 20, 2026, by dialing (800) 332-6854 or (973) 528-0005, replay conference ID 659576. Supplemental data to this press release can be found under the “Quarterly Earnings” navigation tab on the “Investors” page of our website at www.clipperrealty.com. The Company’s filings with the Securities and Exchange Commission (the “SEC”) are filed at www.sec.gov under Clipper Realty Inc.

About Clipper Realty Inc.

Clipper Realty Inc. (NYSE: CLPR) is a self-administered and self-managed real estate company that acquires, owns, manages, operates, and repositions multifamily residential and commercial properties in the New York metropolitan area, with a portfolio in Manhattan and Brooklyn. For more information on the Company, please visit www.clipperrealty.com.

Forward-Looking Statements

Various statements contained in this press release, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include estimates concerning capital projects and the success of specific properties. Our forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believe," "expect," "intend," "anticipate," "potential," "plan" or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this press release speak only as of the date of this press release.

We disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties), most of which are difficult to predict and many of which are beyond our control and which may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. For a discussion of these and other important factors that could affect our actual results, please refer to our filings with the SEC, including the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2025, and other reports filed from time to time with the SEC.

Contact Information:

Lawrence Kreider

Chief Financial Officer

(718) 438-2804 x2231

larry@clipperrealty.com

Clipper Realty Inc.

Consolidated Balance Sheets

(In thousands, except for share and per share data)

June 30, 2026

December 31, 2025

(unaudited)

ASSETS

Investment in real estate

Land and improvements

559,419

Building and improvements

841,333

836,437

Tenant improvements

6,475

6,386

Furniture, fixtures and equipment

13,912

13,684

Total investment in real estate

1,421,139

1,415,926

Accumulated depreciation

(282,910

)

(266,976

)

Investment in real estate, net

1,138,229

1,148,950

Cash and cash equivalents

37,702

30,815

Restricted cash

24,873

27,339

Tenant and other receivables, net of allowance for doubtful accounts of $296 and $317, respectively

5,641

8,676

Deferred rent

2,540

2,067

Deferred costs and intangible assets, net

5,152

5,326

Prepaid expenses and other assets

6,601

11,146

TOTAL ASSETS

1,220,738

1,234,319

LIABILITIES AND EQUITY (DEFICIT)

Liabilities:

Notes payable, net of unamortized loan costs of $7,178 and $8,712, respectively

1,280,048

1,277,521

Accounts payable and accrued liabilities

25,255

18,092

Security deposits

10,007

9,519

Other liabilities

10,821

9,941

TOTAL LIABILITIES

1,326,131

1,315,073

Equity:

Preferred stock, $0.01 par value; 100,000 shares authorized (including 140 shares of 12.5% Series A cumulative non-voting preferred stock), zero shares issued and outstanding

Common stock, $0.01 par value; 500,000,000 shares authorized, 16,157,566 shares issued and outstanding

160

Additional paid-in-capital

90,983

90,677

Accumulated deficit

(131,234

)

(121,543

)

Total stockholders' equity

(40,091

)

(30,706

)

Non-controlling interests

(65,302

)

(50,048

)

TOTAL EQUITY (DEFICIT)

(105,393

)

(80,754

)

TOTAL LIABILITIES AND EQUITY (DEFICIT)

1,220,738

1,234,319

Clipper Realty Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

REVENUES

Residential rental income

32,222

29,054

64,126

58,244

Commercial rental income

6,353

9,982

12,564

20,190

TOTAL REVENUES

38,575

39,036

76,690

78,434

OPERATING EXPENSES

Property operating expenses

9,272

9,561

19,602

19,672

Real estate taxes and insurance

7,429

7,518

15,126

15,145

General and administrative

4,253

3,819

8,360

7,644

Transaction pursuit costs

(10

)

(10

)

Depreciation and amortization

8,023

7,314

16,002

14,950

Impairment of Long-Lived Assets

33,780

TOTAL OPERATING EXPENSES

28,977

28,202

59,090

91,181

Litigation settlement and other

(209

)

(26

)

(3,809

)

(26

)

INCOME FROM OPERATIONS

9,389

10,808

13,791

(12,773

)

Loss on disposal of long-lived assets

(685

)

(685

)

Interest expense, net

(15,654

)

(11,479

)

(31,200

)

(23,001

)

Net loss

(6,265

)

(1,356

)

(17,409

)

(36,459

)

Net loss attributable to non-controlling interests

3,882

840

10,788

22,596

Net loss attributable to common stockholders

(2,383

)

(516

)

(6,621

)

(13,863

)

Basic and diluted net loss per share

(0.19

)

(0.07

)

(0.49

)

(0.93

)

Weighted average common shares / OP units

Common shares outstanding

16,158

16,147

16,154

16,147

OP units outstanding

26,317

Diluted shares outstanding

42,475

42,464

42,471

42,464

Clipper Realty Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Six Months Ended June 30,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

(17,409

)

(36,459

)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation

15,934

14,900

Amortization of deferred financing costs

1,737

914

Amortization of deferred costs and intangible assets

309

291

Impairment of long-lived asset

33,780

Deferred rent

(473

)

Stock-based compensation

2,172

2,221

Bad debt expense

(10

)

Changes in operating assets and liabilities:

Tenant and other receivables

2,955

(1,524

)

Prepaid expenses, other assets and deferred costs

4,503

(1,411

)

Accounts payable and accrued liabilities

6,917

2,251

Security deposits

488

Other liabilities

876

(737

)

Net cash provided by operating activities

17,999

15,044

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to land, buildings and improvements

(4,964

)

(25,425

)

Proceeds from sale of real estate

43,489

Sale and purchase of interest rate caps, net

(97

)

Net cash (used in) provided by investing activities

(4,964

)

17,967

CASH FLOWS FROM FINANCING ACTIVITIES

Payments of mortgage notes

(1,009

)

(163,224

)

Proceeds from mortgage notes

2,000

165,188

Dividends and distributions

(9,402

)

(9,228

)

Loan issuance and extinguishment costs

(203

)

(2,961

)

Net cash (used in) provided by financing activities

(8,614

)

(10,225

)

Net increase in cash and cash equivalents and restricted cash

4,421

22,786

Cash and cash equivalents and restricted cash - beginning of period

58,154

38,052

Cash and cash equivalents and restricted cash - end of period

62,575

60,838

Cash and cash equivalents and restricted cash - beginning of period:

Cash and cash equivalents

30,815

19,896

Restricted cash

27,339

18,156

Total cash and cash equivalents and restricted cash - beginning of period

58,154

38,052

Cash and cash equivalents and restricted cash - end of period:

Cash and cash equivalents

37,702

32,029

Restricted cash

24,873

28,809

Total cash and cash equivalents and restricted cash - end of period

62,575

60,838

Supplemental cash flow information:

Cash paid for interest, net of capitalized interest of $000 and $2,780 in 2026 and 2025, respectively

23,213

23,927

Non-cash interest capitalized to real estate under development

1,913

Additions to investment in real estate included in accounts payable and accrued liabilities

2,331

2,621

Clipper Realty Inc.

Reconciliation of Non-GAAP Measures

(In thousands, except per share data)

(Unaudited)

Non-GAAP Financial Measures

We disclose and discuss funds from operations (“FFO”), adjusted funds from operations (“AFFO”), adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) and net operating income (“NOI”), all of which meet the definition of “non-GAAP financial measures” set forth in Item 10(e) of Regulation S-K promulgated by the SEC.

While management and the investment community in general believe that presentation of these measures provides useful information to investors, neither FFO, AFFO, Adjusted EBITDA, nor NOI should be considered as an alternative to net income (loss) or income from operations as an indication of our performance. We believe that to understand our performance further, FFO, AFFO, Adjusted EBITDA, and NOI should be compared with our reported net income (loss) or income from operations and considered in addition to cash flows computed in accordance with GAAP, as presented in our consolidated financial statements.

Funds From Operations and Adjusted Funds From Operations

FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property and impairment adjustments, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our calculation of FFO is consistent with FFO as defined by NAREIT.

AFFO is defined by us as FFO excluding amortization of identifiable intangibles incurred in property acquisitions, straight-line rent adjustments to revenue from long-term leases, amortization costs incurred in originating debt, interest rate cap mark-to-market adjustments, amortization of non-cash equity compensation, acquisition and other costs, transaction pursuit costs, loss on modification/extinguishment of debt, gain on involuntary conversion, gain on termination of lease and non-recurring litigation-related expenses, less recurring capital spending.

Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. In fact, real estate values have historically risen or fallen with market conditions. FFO is intended to be a standard supplemental measure of operating performance that excludes historical cost depreciation and valuation adjustments from net income. We consider FFO useful in evaluating potential property acquisitions and measuring operating performance. We further consider AFFO useful in determining funds available for payment of distributions. Neither FFO nor AFFO represent net income or cash flows from operations computed in accordance with GAAP. You should not consider FFO and AFFO to be alternatives to net income (loss) as reliable measures of our operating performance; nor should you consider FFO and AFFO to be alternatives to cash flows from operating, investing or financing activities (computed in accordance with GAAP) as measures of liquidity.

Neither FFO nor AFFO measure whether cash flow is sufficient to fund all of our cash needs, including loan principal amortization, capital improvements and distributions to stockholders. FFO and AFFO do not represent cash flows from operating, investing or financing activities computed in accordance with GAAP. Further, FFO and AFFO as disclosed by other REITs might not be comparable to our calculations of FFO and AFFO.

The following table sets forth a reconciliation of FFO and AFFO for the periods presented to net loss, computed in accordance with GAAP (amounts in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

FFO

Net loss

(6,265

)

(1,356

)

(17,409

)

(36,459

)

Real estate depreciation and amortization

8,023

7,314

16,002

14,950

FFO

1,758

5,958

(1,407

)

(21,509

)

AFFO

FFO

1,758

5,958

(1,407

)

(21,509

)

Amortization of real estate tax intangible

121

241

Straight-line rent adjustments

(276

)

(473

)

Amortization of debt origination costs

868

457

1,737

914

Amortization of LTIP awards

1,086

1,078

2,172

2,221

Transaction pursuit costs

(10

)

(10

)

Loss on impairment of Long-Lived Assets

33,780

Loss on disposal of long-lived assets

685

Litigation settlement and other

209

3,809

Recurring capital spending

(11

)

(34

)

(71

)

(69

)

AFFO

3,755

8,318

6,008

16,338

AFFO Per Share/Unit

0.09

0.20

0.14

0.38

Adjusted Earnings Before Interest, Income Taxes, Depreciation and Amortization

We believe that Adjusted EBITDA is a useful measure of our operating performance. We define Adjusted EBITDA as net income (loss) before allocation to non-controlling interests, plus real estate depreciation and amortization, amortization of identifiable intangibles, straight-line rent adjustments to revenue from long-term leases, amortization of non-cash equity compensation, interest expense (net), acquisition and other costs, transaction pursuit costs, loss on modification/extinguishment of debt and non-recurring litigation-related expenses, less gain on involuntary conversion and gain on termination of lease.

We believe that this measure provides an operating perspective not immediately apparent from GAAP income from operations or net income (loss). We consider Adjusted EBITDA to be a meaningful financial measure of our core operating performance.

However, Adjusted EBITDA should only be used as an alternative measure of our financial performance. Further, other REITs may use different methodologies for calculating Adjusted EBITDA, and accordingly, our Adjusted EBITDA may not be comparable to that of other REITs.

The following table sets forth a reconciliation of Adjusted EBITDA for the periods presented to net loss, computed in accordance with GAAP (amounts in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Adjusted EBITDA

Net loss

(6,265

)

(1,356

)

(17,409

)

(36,459

)

Real estate depreciation and amortization

8,023

7,314

16,002

14,950

Amortization of real estate tax intangible

121

241

Straight-line rent adjustments

(276

)

(473

)

Amortization of LTIP awards

1,086

1,078

2,172

2,221

Interest expense, net

15,654

11,479

31,200

23,001

Transaction pursuit costs

(10

)

(10

)

Loss on impairment of long-lived assets

33,780

Loss on disposal of long-lived assets

685

Litigation settlement and other

209

3,809

Adjusted EBITDA

18,552

19,374

35,542

38,494

Net Operating Income

We believe that NOI is a useful measure of our operating performance. We define NOI as income from operations plus real estate depreciation and amortization, general and administrative expenses, acquisition and other costs, transaction pursuit costs, amortization of identifiable intangibles and straight-line rent adjustments to revenue from long-term leases, less gain on termination of lease. We believe that this measure is widely recognized and provides an operating perspective not immediately apparent from GAAP income from operations or net income (loss). We use NOI to evaluate our performance because NOI allows us to evaluate the operating performance of our company by measuring the core operations of property performance and capturing trends in rental housing and property operating expenses. NOI is also a widely used metric in valuation of properties.

However, NOI should only be used as an alternative measure of our financial performance. Further, other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to that of other REITs.

The following table sets forth a reconciliation of NOI for the periods presented to income from operations, computed in accordance with GAAP (amounts in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

NOI

Income from operations

9,389

10,808

13,791

(12,773

)

Real estate depreciation and amortization

8,023

7,314

16,002

14,950

General and administrative expenses

4,253

3,819

8,360

7,644

Transaction pursuit costs

(10

)

(10

)

Amortization of real estate tax intangible

121

241

Straight-line rent adjustments

(276

)

(473

)

Loss on impairment of long-lived assets

33,780

Litigation settlement and other

209

3,809

NOI

21,719

22,115

41,730

43,917

GRAPHIC

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Filename: R1.htm · Sequence: 9

v3.26.1

Document And Entity Information

Aug. 06, 2026

Document Information [Line Items]

Entity, Registrant Name

CLIPPER REALTY INC.

Document, Type

8-K

Document, Period End Date

Aug. 06, 2026

Entity, Incorporation, State or Country Code

Entity, File Number

001-38010

Entity, Tax Identification Number

47-4579660

Entity, Address, Address Line One

4611 12th Avenue

Entity, Address, Address Line Two

Suite 1L

Entity, Address, City or Town

Brooklyn

Entity, Address, State or Province

Entity, Address, Postal Zip Code

11219

City Area Code

718

Local Phone Number

438-2804

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

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Entity, Emerging Growth Company

false

Title of 12(b) Security

Common Stock

Trading Symbol

CLPR

Security Exchange Name

NYSE

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Entity, Central Index Key

0001649096

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