Cottonwood Communities, Inc. 8-K

What Happened
Cottonwood Communities, Inc. filed an 8‑K (Item 3.02) on June 2, 2026 reporting unregistered sales of Series A Convertible Preferred Stock under a Rule 506(b) private placement. The Company launched the best‑efforts Private Offering on September 19, 2023 (up to $200,000,000 at $10.00 per share to accredited investors). From May 15, 2026 through June 1, 2026, Cottonwood issued 203,263 shares and received $2,006,000 in proceeds; as of June 1, 2026 there were 12,508,449 shares of Series A Convertible Preferred outstanding.

Key Details

• Offering launched: September 19, 2023, under Rule 506(b) (no general solicitation).
• Offering size & price: up to $200,000,000 total; $10.00 per share.
• Recent sales (May 15–June 1, 2026): 203,263 shares sold for $2,006,000 gross proceeds.
• Fees paid: $96,260 in selling commissions and $59,130 in placement fees; 12,508,449 Series A shares outstanding as of June 1, 2026.

Why It Matters
This filing shows Cottonwood is continuing to raise capital through a private sale of convertible preferred stock. Net proceeds from these sales (after commissions and placement fees) provide additional funding for the company. Because the shares are convertible preferred, the outstanding amount could affect common shareholders if converted in the future; retail investors should review the offering materials and conversion terms for details on rights, conversion mechanics and potential dilution.