Cottonwood Communities Reports Series 2025 Preferred Stock Sales

What Happened

• Cottonwood Communities, Inc. filed an 8-K (Item 3.02) to report unregistered sales of equity. The company is conducting best-efforts private placements of various preferred stock series under Rule 506(b) of Regulation D (accredited investors only, no general solicitation). An offering launched December 9, 2024 for Series 2025 Preferred Stock has a $150,000,000 maximum and a $10.00 per-share purchase price (discounts may apply to certain purchasers).
• Between September 3, 2026 and September 21, 2026, Cottonwood issued and sold 211,102 shares of Series 2025 Preferred Stock, receiving aggregate proceeds of $2,055,000. The company paid $79,200 in selling commissions and $56,160 in placement fees. As of September 21, 2026, there were 12,708,673 shares of Series 2025 Preferred Stock outstanding.

Key Details

• Offering launch date: December 9, 2024; offering cap: $150,000,000 for Series 2025 Preferred.
• Purchase price: $10.00 per share (with some purchaser discounts possible).
• Recent sale period: Sept 3–21, 2026 — 211,102 shares sold for $2,055,000.
• Fees paid: $79,200 selling commissions and $56,160 placement fees; outstanding Series 2025 Preferred as of Sept 21, 2026: 12,708,673 shares.

Why It Matters

• These private sales raise cash for the company and increase the number of preferred shares outstanding, which can affect Cottonwood’s capital structure and the relative position of different security holders. Because the offering is limited to accredited investors under Rule 506(b), it was not publicly marketed.
• Retail investors should note the size of the offering ($150M cap) versus the recent sales ($2.055M) and review the preferred stock’s terms in the company’s other filings to understand rights, dividend preferences, conversion features, and potential dilution before making investment decisions.