Cottonwood Communities, Inc. 8-K

What Happened Cottonwood Communities, Inc. filed an 8-K (Item 3.02) reporting unregistered sales of equity securities under a Rule 506(b) Regulation D private offering. The Company, which launched the Series A Convertible Preferred Stock private placement on September 19, 2023 (offering up to $150 million at $10.00 per share to accredited investors), sold 265,644 shares between February 27, 2026 and March 10, 2026 for aggregate gross proceeds of $2,570,100.

Key Details

• Offering: Series A Convertible Preferred Stock private placement under Rule 506(b) of Regulation D; $10.00 per share; launched Sept 19, 2023; maximum offering amount $150,000,000.
• Recent sales: 265,644 shares sold from Feb 27, 2026 through Mar 10, 2026 for $2,570,100 gross.
• Fees paid: $85,706 in selling commissions and $65,291 in placement fees (total fees $150,997); net proceeds ≈ $2,419,103.
• Outstanding shares: 12,680,990 shares of Series A Convertible Preferred Stock outstanding as of March 10, 2026.

Why It Matters This filing informs investors that Cottonwood continues to raise capital through its ongoing Reg D private placement of Series A Convertible Preferred Stock. The recent tranche raised $2.57M gross (about $2.42M net after commissions and fees), which affects the company’s cash resources and the total preferred shares outstanding. Because the offering is to accredited investors under Rule 506(b), the shares were sold without general solicitation and are unregistered, which has implications for liquidity and resale restrictions for those securities.