Cottonwood Communities, Inc.·4

May 22, 3:24 PM ET

Fredenberg Paul 4

4 · Cottonwood Communities, Inc. · Filed May 22, 2026

Research Summary

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Cottonwood CIO Paul Fredenberg Receives 2,154 CROP Units

What Happened
Paul Fredenberg, Chief Investment Officer of Cottonwood Communities, received a grant/acquisition of 2,154.379 common units ("CROP Units") of Cottonwood Residential O.P., LP on May 20, 2026. The units were valued at $11.36 each (total ~$24,477) and reported as a derivative award (transaction code A).

Key Details

  • Transaction date: May 20, 2026; filing date: May 22, 2026 (timely filed).
  • Quantity and price: 2,154.379 CROP Units at $11.36 per unit; aggregate value reported ~$24,477.
  • Shares/units owned after transaction: not disclosed in this Form 4.
  • Footnote highlights:
    • F1: CROP Units are common units of the Operating Partnership; they can be redeemed for cash equal to NAV, converted one-for-one into the Issuer’s Class I common stock at the Issuer’s election, and have no expiration date.
    • F2: The units were issued as consideration for Fredenberg’s ownership interest in APT Cowork, LLC under a Membership Interest Purchase Agreement effective April 1, 2026 (completed May 20, 2026). The Operating Partnership paid $1.1M (inclusive of net working capital) based on a third‑party valuation; issuance was approved by the conflicts committee and allocated per capital contributions. The units were issued at the most recently determined NAV per unit ($11.3615 as of Feb 28, 2026).

Context
This was not a cash market purchase or sale of the issuer’s stock but issuance of partnership units tied to the Operating Partnership (a derivative interest). Such unit issuances commonly reflect deal consideration (here, for the sale of APT Cowork) rather than open-market insider buying or selling; they can be redeemed or converted into common stock per the terms described above.

Insider Transaction Report

Form 4
Period: 2026-05-20
Fredenberg Paul
Chief Investment Officer
Transactions
  • Award

    CROP Units

    [F1][F2]
    2026-05-20$11.36/sh+2,154.379$24,47749,437.9 total
    Class I Common Stock, par value $0.01 per share (2,154.379 underlying)
Footnotes (2)
  • [F1]Represents common units ("CROP Units") of Cottonwood Residential O.P., LP ("the Operating Partnership"), a Delaware limited partnership of which Cottonwood Communities, Inc., a Maryland corporation (the "Issuer"), is the sole member of the sole general partner. CROP Units may be redeemed for cash equal to the net asset value ("NAV") per share, determined pursuant to valuation procedures adopted by the Issuer's board of directors, of one share of the Issuer's Class I common stock or, at the Issuer's election, for shares of the Issuer's Class I common stock on a one-for-one basis. The CROP Units have no expiration date.
  • [F2]The Reporting Person received CROP Units from the Operating Partnership as consideration for his ownership interest in APT Cowork, LLC ("APT"). The transaction was completed pursuant to a Membership Interest Purchase Agreement dated as of May 20, 2026 and effective as of April 1, 2026, pursuant to which the Operating Partnership acquired all of the issued and outstanding membership interests in APT for $1.1 million, inclusive of net working capital. The purchase price was based on a third-party opinion of value and the transaction was approved in advance by the Issuer's conflicts committee in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The issuance of the CROP Units was at the most recently determined NAV per unit of the Operating Partnership at the time the transaction was approved ($11.3615 as of February 28, 2026) and the consideration was allocated to the members consistent with their capital contributions.
Signature
/s/ Adam Larson, attorney-in-fact|2026-05-22

Documents

1 file
  • 4
    wk-form4_1779477864.xmlPrimary

    FORM 4