Cottonwood Communities, Inc. 8-K

What Happened
Cottonwood Communities, Inc. filed an 8-K (Item 3.02) reporting that, as part of a Rule 506(b) private offering launched on September 19, 2023, it issued and sold 168,008 shares of Series A Convertible Preferred Stock for aggregate gross proceeds of $1,644,000 during the period February 2, 2026 through February 16, 2026. The offering is a best-efforts private placement to accredited investors at $10.00 per share. In connection with these sales the company paid selling commissions of $67,740 and placement fees of $46,433. As of February 16, 2026, 12,614,622 shares of Series A Convertible Preferred Stock were outstanding.

Key Details

• Offering launched: September 19, 2023 under Rule 506(b) of Regulation D; maximum offering size $150,000,000.
• Recent sales (Feb 2–16, 2026): 168,008 shares sold at $10.00/share for $1,644,000 gross proceeds.
• Fees paid: $67,740 in selling commissions and $46,433 in placement fees (total $114,173). Estimated net proceeds from these sales ≈ $1,529,827.
• Total Series A Convertible Preferred outstanding as of Feb 16, 2026: 12,614,622 shares.

Why It Matters
This filing documents a small ongoing private capital raise that increases the company’s Series A preferred share count and brought in approximately $1.64 million in gross proceeds (about $1.53 million net after fees). The offering is limited to accredited investors and exempt from registration under Regulation D, meaning shares are not broadly marketed to the public. Investors should note this is a financing activity (not an earnings release or management change) that affects the company’s capital structure by adding preferred stock outstanding.