Cottonwood Communities, Inc. 8-K

What Happened

• Cottonwood Communities, Inc. filed an 8-K (May 18, 2026) reporting that, in its ongoing private placement of Series 2025 Preferred Stock (launched December 9, 2024), it issued and sold 257,866 shares between April 22, 2026 and May 17, 2026 for aggregate proceeds of $2,541,000. The Series 2025 Preferred Stock is offered at $10.00 per share (with discounts available to certain purchasers) under Rule 506(b) of Regulation D to accredited investors with no general solicitation. As of May 17, 2026, 11,314,733 shares of Series 2025 Preferred Stock were outstanding.

Key Details

• Offering: Series 2025 Preferred Stock, launched Dec 9, 2024; maximum offering size $150,000,000; $10.00 per share.
• Recent sales (Apr 22–May 17, 2026): 257,866 shares sold for $2,541,000.
• Fees paid: $117,060 in selling commissions (~4.61% of proceeds) and $78,077 in placement fees (~3.07%); total fees $195,137 (~7.68%), leaving net proceeds of approximately $2,345,863.
• Exemption: Sales made to accredited investors under Rule 506(b) of Regulation D (no general solicitation).

Why It Matters

• The company is raising additional capital through a private preferred stock offering; the 8-K documents the recent tranche sold, the cash raised ($2.541M), and the fees paid. Retail investors should note the increase in Series 2025 Preferred shares outstanding (11.314M as of May 17, 2026) and that the offering is part of a larger $150M program offered to accredited investors under Reg D.