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):

~~June~~August 187, 2025

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)
(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 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition

AtOn ~~the~~August 7, 2025, ~~Annual~~Clipper ~~Meeting~~Realty ofInc. ~~Stockholders~~issued ~~(the~~a ~~“Annual~~press ~~Meeting”)~~release ofannouncing ~~Clipper~~its ~~Realty~~financial ~~Inc.~~results (for the ~~“Company”)~~quarterly ~~held~~period onended June 1830, 2025,. ~~the~~A ~~stockholders~~copy of the ~~Company~~press ~~approved~~release ~~the~~is ~~2025~~furnished ~~Omnibus~~as ~~Incentive~~Exhibit ~~Compensation~~99.1 ~~Plan~~to ~~(the~~this ~~“Omnibus~~Current ~~Plan”)~~Report ~~and~~on ~~the~~Form ~~2025 Non~~8-~~Employee~~K ~~Director Plan (the “Non-Employee Director Plan”~~ and ~~together~~is ~~with~~incorporated ~~the~~herein ~~Omnibus~~by ~~Plan, the “Plans”)~~reference..

~~Summaries~~The ofinformation ~~the~~in ~~terms~~this ofForm ~~the~~8-K ~~Plans~~under ~~are~~Item ~~set~~2.02 ~~forth~~and inExhibit ~~the~~99.1 ~~Company’s’~~attached ~~definitive~~hereto ~~proxy~~shall ~~statement~~not be deemed “filed” for ~~the~~purposes ~~Annual~~of ~~Meeting~~Section ~~filed~~18 ~~with~~of the Securities ~~and~~ Exchange ~~Commission~~Act onof ~~April 30~~1934, ~~2025~~as amended (the “~~Proxy~~Exchange ~~Statement~~Act”)., ~~Those~~or ~~summaries~~otherwise ~~and~~subject to the ~~descriptions~~liabilities ~~above~~ of ~~the~~that ~~Plans~~section, donor ~~not~~shall ~~purport~~it to be ~~complete~~deemed ~~and~~incorporated ~~are~~by ~~qualified~~reference in ~~their~~any ~~entirety~~filing byunder ~~reference to~~ the ~~Plans,~~Securities ~~which~~Act ~~are~~of ~~filed~~1933, as ~~Exhibits~~amended, ~~10.1~~or ~~and~~the ~~10.2~~Exchange toAct, ~~this~~except ~~Current~~as ~~Report~~expressly onset ~~Form 8-K and~~forth ~~are~~by ~~each~~specific ~~incorporated~~referencing ~~herein~~in bysuch ~~reference~~filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number		Exhibit Description
10.1		2025 Omnibus Incentive Compensation Plan
99.1		Press Release dated August 7, 2025, announcing financial results for the quarterly period ended June 30, 2025
10.2		2025 Non-Employee Director Plan
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: ~~June~~August 247, 2025

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