Cottonwood Communities, Inc. 8-K

What Happened
Cottonwood Communities, Inc. filed an 8-K (Item 3.02) reporting that, in its ongoing Rule 506(b) Regulation D private placement, it sold 227,819 shares of Series A Convertible Preferred Stock between December 17, 2025 and January 1, 2026, receiving aggregate gross proceeds of $2,220,500. The private offering (launched September 19, 2023) is a best-efforts, accredited-investor placement of Series A Convertible Preferred Stock at $10.00 per share and has a maximum offering size of $150,000,000.

Key Details

• 227,819 shares of Series A Convertible Preferred Stock sold between Dec 17, 2025 and Jan 1, 2026.
• Gross proceeds from these sales: $2,220,500 (purchase price $10.00/share).
• Selling commissions paid: $86,860; placement fees paid: $59,218; implied net proceeds ≈ $2,074,422.
• Total Series A Convertible Preferred Stock outstanding as of Jan 1, 2026: 11,982,475 shares.
• Offering conducted under Rule 506(b) of Regulation D to accredited investors (no general solicitation).

Why It Matters
This filing confirms Cottonwood raised a modest amount of cash ($2.22M gross, about $2.07M net after fees) through its ongoing private offering of convertible preferred shares. For investors, the key takeaways are the increase in Series A preferred shares outstanding (now 11.98M) and the continued use of a private Rule 506(b) placement to raise capital rather than a registered public offering. These sales change the company’s capital structure by increasing preferred equity on the books, which may be relevant when assessing potential dilution, claims on assets or future conversion impact if and when these shares convert into common equity.