Cottonwood Communities, Inc. 8-K

What Happened

• Cottonwood Communities, Inc. filed an 8-K (Jan 8, 2026) disclosing ongoing best-efforts private placement offerings of its Series 2025 Preferred Stock to accredited investors under Rule 506(b) of Regulation D. The Series 2025 offering was launched on December 9, 2024 and can be purchased for $10.00 per share (with some purchaser discounts); an exchange option for prior series was available through September 30, 2025.
• During the period December 15, 2025 through January 7, 2026, the company issued and sold 115,212 shares of Series 2025 Preferred Stock, generating $1,095,000 in proceeds. As of January 7, 2026, there were 10,201,966 shares of Series 2025 Preferred Stock outstanding.

Key Details

• Offering cap: up to $150,000,000 of Series 2025 Preferred Stock (launched Dec 9, 2024).
• Purchase price: $10.00 per share for cash purchases (discounts may apply).
• Recent sales: 115,212 shares sold for $1,095,000 (Dec 15, 2025–Jan 7, 2026).
• Fees: selling commissions of $51,700 and placement fees of $32,693 paid in connection with these sales.
• Conversion terms: through Sept 30, 2025, shareholders could exchange Series 2019 or Series 2023 Preferred Stock for Series 2025 at specified ratios (1:1 to 1:1.0782 for Series 2019; 1:1 for Series 2023).

Why It Matters

• This filing signals the company is raising preferred equity via a private placement targeted at accredited investors, which can affect capital structure and preferred-share outstanding counts.
• To date the offering has raised modest proceeds ($1.095M) relative to the $150M cap, and the company incurred commissions and placement fees, which reduce net proceeds.
• Investors should note the number of Series 2025 Preferred shares outstanding (10.2M as of Jan 7, 2026) and that the offering is exempt from registration under Rule 506(b), meaning sales were limited to accredited investors without general solicitation.