Clipper Realty Inc. 8-K

What Happened

• Clipper Realty Inc. (filed on Jan 2, 2026) disclosed a Loan Modification Agreement dated December 24, 2025 (effective Dec 30, 2025) for the $100.0 million loan secured by its 141 Livingston Street property. The borrower is 141 Livingston Owner LLC (a subsidiary), and the lender is Wells Fargo Bank, N.A., as trustee for the loan’s certificate holders.
• Under the agreement the borrower provided a $10.0 million renewal tenant reserve account letter of credit and paid approximately $2.2 million in fees; the lender waived claimed late charges and default interest, agreed to dismiss pending foreclosure actions with prejudice, and approved a previously submitted five‑year lease extension for the Property’s New York City tenant. The Company and its operating subsidiary, Clipper Realty L.P., remain limited guarantors of certain loan obligations (including those related to the $10.0M reserve).

Key Details

• Original Loan: $100.0 million (Loan Agreement dated Feb 18, 2021).
• Loan Modification Agreement signed Dec 24, 2025; effective Dec 30, 2025.
• New obligations/consideration: $10.0 million tenant reserve LOC and ~ $2.2 million in fees to servicer/counsel.
• Outcomes: lender waived claimed late charges/default interest, foreclosure actions dismissed with prejudice, five‑year lease extension approved (effective Dec 28, 2025).

Why It Matters

• The agreement resolves ongoing litigation and removes the immediate threat of foreclosure on the 141 Livingston property, which preserves the asset and landlord control in the near term.
• It also creates or confirms contingent/actual obligations: a $10.0M letter of credit and roughly $2.2M in fees, and the Company/operating partnership remain limited guarantors—items investors should consider when assessing liquidity and contingent liability exposure.
• The approved lease extension supports tenant stability at the property, which may help future cash flow from that asset.

Exhibit 10.1 (the Loan Modification Agreement) is filed with the 8‑K.