Larson Adam Richard 4
4 · Cottonwood Communities, Inc. · Filed May 22, 2026
Research Summary
AI-generated summary of this filing
Cottonwood Communities CFO Adam Larson Receives 3,315.584 CROP Units
What Happened
Adam Larson, Chief Financial Officer of Cottonwood Communities, received 3,315.584 common units of Cottonwood Residential O.P., LP ("CROP Units") on May 20, 2026. The Form 4 reports the units at $11.36 each for a total value of $37,670 (classified as a derivative acquisition/award). The units were issued as consideration for Larson’s ownership interest in APT Cowork, LLC pursuant to a Membership Interest Purchase Agreement in connection with the Operating Partnership’s acquisition of APT.
Key Details
- Transaction date: May 20, 2026; filing date: May 22, 2026 (filed timely).
- Instrument/Type: Award/acquisition of derivative units (CROP Units), reported at $11.36 per unit; total reported value $37,670.
- Issuance NAV: Footnote states units were issued at the most recently determined NAV of $11.3615 per unit (as of Feb 28, 2026).
- Consideration: CROP Units were received in exchange for Larson’s membership interest in APT Cowork, LLC; purchase of APT by the Operating Partnership was for $1.1M (inclusive of net working capital) based on a third‑party valuation and approved by the conflicts committee under Rule 16b‑3.
- Shares owned after transaction: Not specified in the Form 4 filing.
- Filing timeliness: No late filing flag; appears filed within required period.
Context
CROP Units are partnership/common units of the Operating Partnership that can be redeemed for cash equal to the NAV per share or, at the issuer’s election, exchanged one-for-one for the issuer’s Class I common stock; they have no expiration date. This was not an open-market purchase or sale but a non-cash issuance as part of a business acquisition, so it reflects compensation/consideration tied to the transaction rather than an immediate market trade.
Insider Transaction Report
- Award
CROP Units
[F1][F2]2026-05-20$11.36/sh+3,315.584$37,670→ 83,181.943 total→ Class I Common Stock, par value $0.01 per share (3,315.584 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.