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):

~~October~~November 113, 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)

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))

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

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. ☐

~~Item~~Securities ~~1.01~~registered ~~Entry~~pursuant ~~into~~to aSection ~~Material~~12(b) ~~Definitive~~of ~~Agreement.~~the Act:

On October 1, 2025, 1010 Pacific Owner LLC, a Delaware limited liability company (“1010 Pacific”) and a subsidiary of Clipper Realty Inc. (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with Citi Real Estate Funding Inc., a New York corporation, and Morgan Stanley Bank, N.A., a national banking association, as the lenders, dated as of October 1, 2025.

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

~~The~~Item ~~Loan Agreement provides for the $84~~2.~~5 million loan to 1010 Pacific (the “Loan”)~~02. ~~The~~Results ~~Loan has a maturity date~~ of ~~October~~Operations ~~6, 2030~~ and ~~bears~~Financial ~~interest at a 5.73% rate per annum. The Loan is secured by the residential rental property located at 1010 Pacific Street, Brooklyn, New York (the “Property”).~~Condition

~~The~~On ~~Loan~~August ~~Agreement~~7, ~~also~~2025, ~~contains~~Clipper ~~customary~~Realty ~~representations,~~Inc. ~~covenants~~issued a press release announcing its financial results for the quarterly period ended June 30, ~~and~~2025. ~~events~~A copy of ~~default~~the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Prior~~The toinformation ~~entering~~in ~~into~~this ~~the~~Form ~~Loan~~8-K ~~Agreement,~~under ~~1010~~Item ~~Pacific had $80~~2.002 ~~million~~and inExhibit ~~mortgage~~99.1 ~~debt~~attached ~~secured~~hereto byshall ~~the~~not ~~Property,~~be indeemed ~~the form of two mortgage notes issued to Valley National Bank N.A. (the~~ “~~Bank~~filed”): ~~(i)~~for apurposes ~~$60.0~~of ~~million~~Section ~~note~~18 ~~which had an annual interest rate~~ of ~~5.55%,~~the ~~and~~Securities ~~(ii)~~Exchange aAct ~~$20.0 million note with an annual interest rate~~ of ~~6.37%; both notes matured on September 15~~1934, ~~2025,~~as ~~and~~amended ~~1010 Pacific had~~ (the ~~option~~“Exchange ~~to prepay in full~~Act”), or inotherwise ~~part,~~subject ~~the unpaid balance of the notes prior~~ to the ~~maturity~~liabilities ~~date.~~of Onthat ~~October 1~~section, ~~2025,~~nor ~~concurrently~~shall ~~with~~it ~~entering~~be ~~into~~deemed ~~the~~incorporated ~~Loan~~by ~~Agreement,~~reference ~~1010~~in ~~Pacific~~any ~~repaid~~filing ~~$80~~under ~~million mortgage loan with~~ the ~~Bank~~Securities ~~and~~Act ~~terminated~~of ~~its~~1933, ~~loan~~as ~~agreement~~amended, ~~with~~or the ~~Bank~~Exchange ~~(the “Prior Loan Agreement”). In connection with this refinancing~~Act, ~~1010~~except ~~Pacific~~as ~~paid~~expressly toset ~~the~~forth ~~Bank~~by ~~approximately~~specific ~~$80.4~~referencing ~~million~~in ofsuch ~~principal and accrued interest outstanding under the Prior Loan Agreement~~filing.

~~The~~Item ~~Company incurred no fees or costs as a result of the termination of the Prior Loan Agreement, the Company incurred approximately $1~~9.701 ~~million~~Financial inStatements ~~closing costs~~ and prepaid interest and set aside approximately $0.2 million is escrow accounts for property taxes, property insurance and rent reserves under the Loan Agreement. The Company received net proceeds of approximately $2.1 million from this refinancing at the time of closing.Exhibits

~~The~~(d) foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which will be filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 to be filed with the Securities and Exchange Commission. Exhibits:

Item 1.02 Termination of a Material Definitive Agreement.

Exhibit Number		Exhibit Description
99.1		Press Release dated November 13, 2025, announcing financial results for the quarterly period ended September 30, 2025

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

~~The information set forth under Item 1.01 above is incorporated into this Item 1.02 by reference.~~SIGNATURE

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.

SIGNATURES

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: ~~October~~November 613, 2025

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