Cottonwood Communities, Inc. 8-K

What Happened Cottonwood Communities, Inc. filed an 8-K (Item 3.02) reporting that between June 3, 2026 and June 21, 2026 it issued and sold 208,797 shares of its Series 2025 Preferred Stock in a best-efforts private placement, receiving aggregate proceeds of $2,078,195. The Series 2025 Private Offering was launched December 9, 2024, has a $150,000,000 maximum size, and offers shares at $10.00 per share (with certain discounts). The offering is exempt from registration under Rule 506(b) of Regulation D and is limited to accredited investors. As of June 21, 2026, 11,889,547 shares of Series 2025 Preferred Stock were outstanding.

Key Details

• Shares sold (June 3–21, 2026): 208,797 shares of Series 2025 Preferred Stock
• Gross proceeds: $2,078,195
• Fees paid: $115,500 in selling commissions and $62,957 in placement fees
• Offering terms: launched Dec 9, 2024; up to $150,000,000 authorized; $10.00 per share purchase price

Why It Matters This filing documents a continuing capital raise through a private preferred-stock offering targeted at accredited investors. For current and prospective investors, the sale increases the company’s preferred equity base (11.89M shares outstanding as of June 21, 2026) and provides roughly $2.08M in new cash after the reported issuance. Because the offering is unregistered under Regulation D, these shares were not publicly solicited and may have resale restrictions, which can affect liquidity for those shares.