Cottonwood Communities, Inc. 8-K

What Happened
Cottonwood Communities, Inc. filed an 8-K (May 15, 2026) disclosing unregistered sales of its Series A Convertible Preferred Stock under a Rule 506(b) Regulation D private placement that launched on September 19, 2023. During the period May 7–14, 2026 the company issued and sold 157,544 shares at $10.00 per share, receiving $1,547,500 in gross proceeds.

Key Details

• Offering: Best-efforts private placement under Rule 506(b), limited to accredited investors, maximum offering size $200,000,000, $10.00 per Series A share.
• Recent sales (May 7–14, 2026): 157,544 shares sold for $1,547,500 gross proceeds.
• Fees paid: Aggregate selling commissions of $68,850 and placement fees of $44,325 (implying net proceeds of about $1,434,325).
• Outstanding shares: As of May 14, 2026 there were 12,606,436 shares of Series A Convertible Preferred Stock outstanding.

Why It Matters
This filing confirms Cottonwood’s ongoing capital-raising through a large, previously announced private offering. The recent issuance increases the outstanding Series A preferred share count and modestly dilutes existing preferred holders; the amount raised in this period is small relative to the $200 million ceiling. Retail investors should note the company paid placement and selling fees and that the filing does not disclose specific use of proceeds or conversion terms in this item — watch future filings for more details on dilution, use of funds and any conversion into common equity.