Christensen Gregg 4
4 · Cottonwood Communities, Inc. · Filed May 22, 2026
Research Summary
AI-generated summary of this filing
Cottonwood Communities CLO Gregg Receives 10,494 CROP Units
What Happened
Christensen Gregg, Chief Legal Officer and Secretary of Cottonwood Communities, received a grant of 10,493.591 common units of Cottonwood Residential O.P., LP ("CROP Units") on May 20, 2026. The units were reported at $11.36 each for a total value of $119,223 and are recorded as a derivative acquisition (transaction code A). The issuance was consideration related to the Operating Partnership’s acquisition of APT Cowork, LLC.
Key Details
- Transaction date: May 20, 2026; Filing date: May 22, 2026 (filed timely).
- Quantity and price: 10,493.591 CROP Units at $11.36 each; total reported value $119,223.
- Security type: CROP Units — derivative common units of the Operating Partnership (redeemable for cash equal to NAV or exchangeable one-for-one for Issuer Class I common stock; no expiration). (See footnote F1.)
- Reason for issuance: Received as consideration for Gregg’s ownership interest in APT Cowork, LLC in connection with a Membership Interest Purchase Agreement; purchase price and unit issuance based on third‑party valuation and approved by the conflicts committee. (See footnote F2.)
- Beneficial ownership: Gregg disclaims beneficial ownership except to the extent of his pecuniary interest. (See footnote F3.)
- Shares owned after transaction: Not disclosed in this filing.
Context
This was an award/consideration tied to the sale of a privately held business, not an open‑market purchase or sale. CROP Units provide economic exposure and can be redeemed for cash or converted into the Issuer’s Class I common stock on a one‑for‑one basis, so the grant represents compensation/consideration rather than a straightforward stock buy. The transaction was approved in the manner described under Rule 16b‑3.
Insider Transaction Report
- Award
CROP Units
[F1][F2]2026-05-20$11.36/sh+10,493.591$119,223→ 335,332.58 total(indirect: By LLC)→ Class I Common Stock, par value $0.01 per share (10,493.591 underlying)
- 140,944.895
CROP Units
[F1]→ Class I Common Stock, par value $0.01 per share (140,944.895 underlying) - 3,589,360.305(indirect: By LLC)
CROP Units
[F1][F3]→ Class I Common Stock, par value $0.01 per share (3,589,360.305 underlying)
Footnotes (3)
- [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.
- [F3]The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.