Cottonwood Communities, Inc. 8-K

What Happened
Cottonwood Communities, Inc. filed an 8-K (Item 3.02) to report continued sales in its ongoing best-efforts private placement of Series A Convertible Preferred Stock under Rule 506(b) of Regulation D. The offering launched on September 19, 2023, has a $200 million maximum and a stated purchase price of $10.00 per share. Between June 23, 2026 and July 13, 2026, the company issued and sold 216,537 shares and received aggregate proceeds of $2,114,000.

Key Details

• Offering type: Private placement of Series A Convertible Preferred Stock (Rule 506(b), Reg D); offered only to accredited investors, no general solicitation.
• Offering terms: Maximum aggregate offering amount $200,000,000; stated price $10.00 per share; offering launched Sept. 19, 2023.
• Recent sales (June 23–July 13, 2026): 216,537 shares issued; gross proceeds $2,114,000.
• Fees: Selling commissions $83,690 and placement fees $58,433 were paid; as of July 13, 2026, 12,631,486 shares of Series A Convertible Preferred Stock were outstanding.

Why It Matters
This filing shows the company is actively raising capital through a private placement of convertible preferred stock. The reported issuance raised $2.114M in gross proceeds (approximately $1.97M net after disclosed commissions and placement fees), a small portion of the $200M offering capacity. Investors should note the ongoing nature of the offering and the outstanding Series A share count—both relevant to potential dilution and capital structure—while conversion mechanics and use of proceeds were not detailed in this filing.