Marlin Eric 4

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.