Cottonwood Communities Reports Private Sale of Series A Convertible Preferred Stock

What Happened Cottonwood Communities, Inc. filed an 8-K (Item 3.02) disclosing that during August 12–20, 2026 it issued and sold 267,290 shares of its Series A Convertible Preferred Stock, receiving aggregate proceeds of $2,599,000. The sales were made under the company’s ongoing best-efforts private placement launched on September 19, 2023, which offers up to $200,000,000 of Series A Convertible Preferred Stock at $10.00 per share pursuant to Rule 506(b) of Regulation D.

Key Details

• Offering start & exemption: Private placement began Sept 19, 2023 under Rule 506(b) (no general solicitation), targeted to accredited investors; max offering $200,000,000 at $10.00/share.
• Recent sales: 267,290 shares sold Aug 12–20, 2026 for total proceeds of $2,599,000.
• Fees paid: Aggregate selling commissions of $96,500 and placement fees of $68,531 were paid in connection with these sales.
• Outstanding preferred shares: As of August 20, 2026, 13,102,608 shares of Series A Convertible Preferred Stock were outstanding.

Why It Matters This transaction raises $2.599 million in cash for Cottonwood Communities but also incurred nearly $165,000 in selling and placement fees, reducing net proceeds. The issuance increases the number of outstanding Series A Convertible Preferred shares, which is relevant to the company’s capital structure and could affect future conversion dynamics or priority rights tied to those shares. Investors should note the offering is limited to accredited investors under Rule 506(b) and watch future filings for how the company uses the net proceeds and any additional sales under the offering.