Cottonwood Communities, Inc. 8-K

What Happened Cottonwood Communities, Inc. filed an 8-K on January 28, 2026 disclosing unregistered sales of its Series 2025 Preferred Stock in a best-efforts private placement under Rule 506(b) of Regulation D. The Series 2025 offering was launched December 9, 2024 (maximum $150 million) and, during January 8–27, 2026, the company issued and sold 140,943 shares and received aggregate proceeds of $1,349,500. The filing states certain discounts and exchange options (including exchanges of Series 2019 and Series 2023 preferred shares) are available under the offering.

Key Details

• Offering launched: December 9, 2024; maximum aggregate size $150,000,000.
• Recent sales (Jan 8–27, 2026): 140,943 shares of Series 2025 Preferred Stock, proceeds $1,349,500.
• Fees paid: selling commissions $30,570 and placement fees $35,735 related to these sales.
• Outstanding Series 2025 Preferred shares as of January 27, 2026: 10,348,227 shares.
• Offering terms: $10.00 per share cash purchase price (discounts for some purchasers); through Sept 30, 2025, exchanges allowed for Series 2019 (1:1 to 1:1.0782) and Series 2023 (1:1).

Why It Matters The filing shows Cottonwood is raising capital through a private preferred-stock offering to accredited investors, which increases the company’s preferred share count and brings in cash net of commissions and fees. For investors, this affects the company’s capital structure (more preferred shares outstanding) and may influence future dividend, liquidation, or conversion dynamics tied to those preferred series. Because the offering is a Reg D private placement (no general solicitation), it’s limited to accredited investors rather than the public.