Cottonwood Communities, Inc. 8-K

What Happened Cottonwood Communities, Inc. filed an 8-K (Item 3.02) disclosing ongoing best-efforts private placement offerings of preferred stock to accredited investors under Rule 506(b) of Regulation D. The Series 2025 Private Offering, launched December 9, 2024, has a maximum size of $150,000,000 and a $10.00 per share purchase price (with certain discounts). Between June 22, 2026 and July 14, 2026 the company issued and sold 171,077 shares of Series 2025 Preferred Stock for aggregate proceeds of $1,690,986.

Key Details

• Offering type: best-efforts private placements of preferred stock to accredited investors (Rule 506(b), Reg D).
• Offering launch date and terms: launched Dec 9, 2024; Series 2025 Preferred Stock at $10.00 per share; $150,000,000 maximum.
• Recent sales (June 22–July 14, 2026): 171,077 shares sold for $1,690,986 gross proceeds.
• Costs and outstanding shares: paid $82,860 in selling commissions and $50,529 in placement fees; 12,056,224 shares of Series 2025 Preferred Stock outstanding as of July 14, 2026.

Why It Matters This filing shows Cottonwood is raising capital through a private preferred stock offering rather than a registered public sale. The recent $1.69M in proceeds is a small portion of the $150M offering ceiling, and the company incurred selling commissions and placement fees that reduce net proceeds. Investors should note the offering is limited to accredited investors (no general solicitation) and the outstanding preferred share count, which may affect capitalization and rights associated with the preferred series.