Cottonwood Communities, Inc. 8-K

What Happened
Cottonwood Communities, Inc. filed an 8-K reporting that it issued and sold 137,655 shares of its Series 2025 Preferred Stock in a best-efforts private placement between March 4, 2026 and March 15, 2026, generating $1,374,000 in gross proceeds. The offering (launched December 9, 2024) is a Rule 506(b) Regulation D private placement to accredited investors, with a $10.00 per-share purchase price (discounts available to certain purchasers). As of March 15, 2026, 10,757,769 shares of Series 2025 Preferred Stock were outstanding.

Key Details

• Offering launched: December 9, 2024; maximum size: $150,000,000 of Series 2025 Preferred Stock.
• Recent sales (Mar 4–15, 2026): 137,655 shares sold for $1,374,000 gross.
• Offering costs: $82,440 in selling commissions and $41,133 in placement fees (net proceeds ≈ $1,250,427).
• Securities exempt from registration under Rule 506(b) of Regulation D; offered only to accredited investors, no general solicitation.

Why It Matters
This filing shows Cottonwood is raising capital through a private preferred-stock offering rather than a registered public offering, which limits participation to accredited investors. The recent issuance increases the outstanding Series 2025 preferred share count to 10,757,769 and provides about $1.25M in net proceeds after fees to the company. For retail investors, the key takeaways are the company’s ongoing capital-raising activity, potential dilution effects from additional preferred shares, and that these shares were sold under a private placement exemption (not broadly marketed to the public).