Cottonwood Communities, Inc. 8-K

What Happened
Cottonwood Communities, Inc. filed an 8-K on February 27, 2026 (Item 3.02) reporting that, under its ongoing Rule 506(b) Regulation D private offering launched September 19, 2023, it issued and sold 170,442 shares of Series A Convertible Preferred Stock during February 17–26, 2026, and received aggregate proceeds of $1,618,000. The company paid $28,430 in selling commissions and $36,833 in placement fees in connection with these sales.

Key Details

• Offering: Best-efforts private placement under Rule 506(b) of Regulation D (no general solicitation); offered only to accredited investors.
• Terms: Maximum offering size up to $150,000,000; purchase price $10.00 per share.
• Recent sales: 170,442 shares sold Feb 17–26, 2026 for total proceeds of $1,618,000.
• Fees & outstanding shares: $28,430 in selling commissions and $36,833 in placement fees; 12,785,064 shares of Series A Convertible Preferred Stock outstanding as of Feb 26, 2026.

Why It Matters
This filing documents a small capital raise from the company’s existing private placement. For investors, the key takeaways are that Cottonwood is using a Regulation D private offering to raise cash from accredited investors, the company incurred placement and commission costs that reduce net proceeds, and the issuance increased the total outstanding Series A Convertible Preferred shares to 12,785,064. Review the company’s offering documents or future disclosures for details on the preferred stock’s rights, conversion features, and potential impact on capitalization.