Cottonwood Communities: enters $75,000,000 loan, amends merger escrow

What happened

• Cottonwood Communities, Inc. filed an 8-K on Oct 16, 2026 reporting several items. The company reported entering into a Loan Agreement with JPMorgan Chase Bank, N.A. on Oct 16, 2026 that provides a Term Loan and a Revolving Facility. The 8-K also reported that on Oct 15, 2026 the CCI parties and the Mandel parties entered into amendments to previously disclosed merger agreements to revise the escrow calculation. The filing reported that the CCI board of directors determined to reduce the monthly gross distribution rate effective for distributions with a record date of Nov 30, 2026.

Key details

• Loan agreement: initial Term Loan principal of $75,000,000, of which $38,000,000 was funded on the Closing Date; revolving commitments up to $100,000,000; maturity Oct 16, 2029. CROP may request a Term Loan increase to $150,000,000 at Lender’s discretion.
• Pricing, fees and timing: Term Benchmark Loans bear interest at the Term SOFR Rate plus 3.35% per annum; interest payable quarterly beginning Dec 31, 2026; commitment, ticking and other fees described in the Loan Agreement.
• Security and covenants: Credit Facility secured by pledges of certain ownership interests under a Security Agreement; guaranty by certain CCI subsidiaries; covenants include debt yield, fixed charge coverage and pledge coverage ratios and a minimum NAV requirement of $750,000,000.
• Merger amendments and escrow: amendments dated Oct 15, 2026 correct a scrivener’s error and set the escrow amount at 1.5% of the purchase price inclusive of (i) debt to be assumed by the CCI parties or (ii) debt to be repaid out of the purchase price. The escrow is a combination of cash and CROP common limited partnership interests treated as restricted units; remaining escrow may be released to Owner Entity members one year after closing, subject to pending claims.
• Distribution change and PPM: board reduced monthly gross distribution to $0.05166667 per share/unit, an annualized rate of approximately 5.5% based on a net asset value per share of $11.3303 as of Sep 30, 2026; CROP will prepare a private placement memorandum and solicitation materials for the Owner Entities in connection with the proposed mergers.

Why it may matter

• Item 1.01 (entry into a material definitive agreement) covers the amendments to the merger agreements and the revised escrow calculation. Item 2.03 (creation of a direct financial obligation) covers the Credit Facility, its terms, security and covenants. Item 7.01 (regulation FD disclosure) covers the distribution rate change and related communications about the mergers.
• The filing does not show why the insider traded or why the company acted.