Cottonwood Communities Reports Series A Preferred Private Sales

What Happened
Cottonwood Communities, Inc. filed an 8-K (Item 3.02) disclosing unregistered sales of its Series A Convertible Preferred Stock under a Rule 506(b) Regulation D private offering. The offering, launched September 19, 2023, is a best-efforts placement to accredited investors of up to $200,000,000 of Series A shares at $10.00 per share. During August 21–31, 2026, the company issued 207,848 shares and received aggregate gross proceeds of $2,052,000.

Key Details

• Offering type: Rule 506(b) private placement to accredited investors, best-efforts, $10.00 per share, maximum $200,000,000.
• Sales reported (Aug 21–31, 2026): 207,848 shares issued; gross proceeds $2,052,000.
• Fees/commissions: $99,800 in selling commissions and $59,544 in placement fees paid related to these sales.
• Outstanding after sale (as of Aug 31, 2026): 13,310,456 shares of Series A Convertible Preferred Stock.

Why It Matters
This filing confirms the company is continuing to raise capital through an ongoing private offering of convertible preferred stock. The $2.05M in recent proceeds increases available capital but was partially reduced by commissions and placement fees, and additional issuances could dilutive ly affect equity holders depending on conversion terms. Because the offering is unregistered and limited to accredited investors, it’s not available to the general public. Investors should note the size of the remaining program (up to $200M) when assessing potential future dilution or capital impacts.