Cottonwood Communities, Inc. 8-K

What Happened Cottonwood Communities, Inc. filed an 8-K (Item 3.02) on August 3, 2026 reporting unregistered sales of its Series 2025 Preferred Stock under a best-efforts private placement (Rule 506(b) of Regulation D). In the period July 15, 2026 through August 2, 2026, the company issued and sold 175,129 shares of Series 2025 Preferred Stock for aggregate gross proceeds of $1,728,950. The Series 2025 Private Offering was launched December 9, 2024 and has a maximum offering size of $150,000,000; the stated purchase price is $10.00 per share (with discounts for certain purchasers).

Key Details

• Period of reported sales: July 15, 2026 – August 2, 2026.
• Shares sold: 175,129 Series 2025 Preferred Stock; gross proceeds $1,728,950.
• Fees paid: selling commissions $82,737 and placement fees $51,604 (net proceeds ≈ $1,594,609).
• Outstanding Series 2025 Preferred Stock as of August 2, 2026: 12,231,353 shares.
• Offering structure: best-efforts private placement to accredited investors, exempt under Rule 506(b) (no general solicitation).

Why It Matters This filing documents additional preferred-stock fundraising this company is conducting privately. The recent sales generated modest immediate cash (≈ $1.59M net after fees) and increased the company’s outstanding preferred shares, which can affect capital structure and investor claims on assets or dividends associated with preferred stock. Because the offering is exempt under Regulation D and limited to accredited investors, these shares were not registered for public resale. Retail investors should note the scale of this tranche relative to the $150M cap and track future disclosures for material changes in capital structure or larger fundraising activity.