Cottonwood Communities, Inc. 8-K

What Happened
Cottonwood Communities, Inc. filed a Form 8‑K on January 16, 2026 reporting sales of its Series A Convertible Preferred Stock in a private offering. The Company launched the best‑efforts private placement on September 19, 2023 under Rule 506(b) (no general solicitation), offering up to $150 million of Series A Convertible Preferred Stock at $10.00 per share to accredited investors. During January 2–15, 2026 the company sold 133,938 shares for aggregate gross proceeds of $1,298,577.

Key Details

• Offering terms: up to $150,000,000 of Series A Convertible Preferred Stock at $10.00 per share; offered under Rule 506(b) to accredited investors only.
• Recent sales (Jan 2–15, 2026): 133,938 shares issued, generating $1,298,577 in gross proceeds.
• Selling costs: aggregate selling commissions of $45,095 and placement fees of $33,739 were paid in connection with these sales.
• Outstanding preferred shares: as of January 15, 2026, there were 12,000,136 shares of Series A Convertible Preferred Stock outstanding.

Why It Matters
This 8‑K documents an ongoing private capital raise: the Company is issuing convertible preferred shares to accredited investors, which directly increased outstanding preferred shares and raised about $1.3M during the reported period. The filing also discloses the fees paid to sellers/placement agents, which reduce net proceeds. Because these securities are convertible preferred stock, future conversions (if they occur under the terms of the securities) would change the company’s capitalization. The offering remains private (Rule 506(b)), so sales are limited to accredited investors and not registered for public resale.