Marlin Eric 4
4 · Cottonwood Communities, Inc. · Filed May 22, 2026
Research Summary
AI-generated summary of this filing
Cottonwood Communities EVP Eric Marlin Receives 7,921.853 CROP Units
What Happened
- Eric Marlin, Executive Vice President, Capital Markets of Cottonwood Communities, received 7,921.853 common units of Cottonwood Residential O.P., LP ("CROP Units") on May 20, 2026. The units were issued at an NAV-based price of $11.36 per unit for a total value of approximately $90,004. The filing classifies the transfer as a derivative acquisition (award/acquisition of partnership units).
Key Details
- Transaction date: May 20, 2026; Form 4 filed May 22, 2026 (timely).
- Price: $11.36 per unit (issuance price per most recently determined NAV was $11.3615 as of Feb 28, 2026).
- Quantity: 7,921.853 CROP Units; total reported value $90,004.
- Shares owned after transaction: not specified in the filing.
- Footnotes of note:
- F1: CROP Units are common units of the Operating Partnership and may be redeemed for cash equal to NAV or exchanged one-for-one for the Issuer’s Class I common stock; units have no expiration.
- F2: The units were issued as consideration for Marlin’s ownership interest in APT Cowork, LLC under a Membership Interest Purchase Agreement (Operating Partnership acquired APT for $1.1M, inclusive of net working capital); issuance was based on a third‑party valuation and approved by the conflicts committee under Rule 16b‑3.
- F3: Marlin disclaims beneficial ownership except to the extent of his pecuniary interest in the reported units.
Context
- This was not an open-market purchase or sale but an issuance of partnership units received as consideration in a corporate acquisition (Marlin sold his interest in APT and received CROP Units in exchange). Because the units are convertible/redeemable into the company’s common stock (or cash at NAV), the transaction is recorded as a derivative acquisition rather than a direct stock purchase. The filing does not assert full beneficial ownership of all reported units beyond Marlin’s pecuniary interest.
Insider Transaction Report
Form 4
Marlin Eric
See Remarks
Transactions
- Award
CROP Units
[F1][F2]2026-05-20$11.36/sh+7,921.853$90,004→ 46,284.669 total(indirect: By Trust)→ Class I Common Stock, par value $0.01 per share (7,921.853 underlying)
Holdings
- 83,439.62
CROP Units
[F1]→ Class I Common Stock, par value $0.01 per share (83,439.62 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.
Signature
/s/ Adam Larson, attorney-in-fact|2026-05-22