Cottonwood Communities, Inc. 8-K

What Happened
Cottonwood Communities, Inc. announced in an 8-K (filed Jan 27, 2026) that it issued and sold 147,939 shares of its Series A Convertible Preferred Stock between January 16 and January 26, 2026, raising $1,453,700 in a Rule 506(b) private placement. The Private Offering was launched on September 19, 2023, to accredited investors at $10.00 per share for up to $150,000,000. As of January 26, 2026, there were 12,148,075 shares of Series A Convertible Preferred Stock outstanding.

Key Details

• Offering type: Best-efforts private placement under Rule 506(b) of Regulation D (no general solicitation).
• Shares sold (Jan 16–26, 2026): 147,939; gross proceeds: $1,453,700.
• Fees paid: selling commissions $64,922 and placement fees $41,511 (total fees $106,433); net proceeds approx. $1,347,267.
• Price and cap: $10.00 per share; offering maximum of $150,000,000.

Why It Matters
This filing reports a modest capital raise through the company’s ongoing Series A Convertible Preferred private offering. The sale increases the number of outstanding preferred shares and provides cash to the company (after commissions/fees). Retail investors should note the private placement is limited to accredited investors under Rule 506(b), and the reported proceeds are small relative to the offering’s $150 million capacity, indicating the company may continue to sell additional preferred shares in the future.