Cottonwood Communities, Inc. 8-K

What Happened
Cottonwood Communities, Inc. filed an 8‑K (Item 3.02) disclosing unregistered sales of equity securities from its ongoing private offering. The Company launched a best‑efforts private placement on September 19, 2023 under Rule 506(b) of Regulation D. Between January 27, 2026 and February 1, 2026, Cottonwood issued and sold 526,874 shares of its Series A Convertible Preferred Stock, receiving aggregate proceeds of $5,090,000.

Key Details

• Offering: Series A Convertible Preferred Stock private placement under Rule 506(b) (no general solicitation); originally launched Sep 19, 2023.
• Price and size: Offered at $10.00 per share; offering capacity up to $150,000,000.
• Recent sale: 526,874 shares sold Jan 27–Feb 1, 2026 for $5,090,000 total.
• Fees and outstanding shares: Paid $196,500 in selling commissions and $102,930 in placement fees; as of Feb 1, 2026, 12,674,949 shares of Series A Convertible Preferred were outstanding.

Why It Matters
This filing shows Cottonwood is raising capital through a private placement to accredited investors rather than a registered public offering. The recent sale increases the company’s preferred share count and brings in $5.09M of cash, but also incurred nearly $300K in fees. Investors should note potential dilution from additional preferred shares and track future closings under the same offering for impact on capital structure.