Cottonwood Communities, Inc. 8-K

What Happened Cottonwood Communities, Inc. filed a Form 8-K (Item 3.02) reporting ongoing best-efforts private placements of preferred stock under Rule 506(b) of Regulation D to accredited investors. During March 11–31, 2026 the company issued 239,119 shares of Series A Convertible Preferred Stock for $2,369,181. During March 16–31, 2026 it issued 130,077 shares of Series 2025 Preferred Stock for $1,277,000. Both offerings price shares at $10.00 each and were launched previously (Series A on Sept. 19, 2023; Series 2025 on Dec. 9, 2024), each with a maximum offering size of $150,000,000.

Key Details

• Series A Convertible Private Offering: 239,119 shares sold (Mar 11–31, 2026) for $2,369,181; selling commissions $124,160; placement fees $68,522; 12,883,109 Series A shares outstanding as of Mar 31, 2026.
• Series 2025 Private Offering: 130,077 shares sold (Mar 16–31, 2026) for $1,277,000; selling commissions $55,620; placement fees $37,872; 10,887,847 Series 2025 shares outstanding as of Mar 31, 2026.
• Total proceeds reported for the period: $3,646,181; total selling commissions and placement fees together: $286,174.
• Offerings exempt from registration under Rule 506(b) and limited to accredited investors (no general solicitation).

Why It Matters This filing shows Cottonwood is raising capital through private preferred-stock offerings, which brings cash to the company but also increases preferred share counts that can affect capital structure and potential future dilution (noting one series is convertible). Selling commissions and placement fees reduce net proceeds. The use of Regulation D private placements means sales were limited to accredited investors and not broadly marketed. Investors should track ongoing offering activity (offerings have $150M caps each) to understand future funding and how it may affect common shareholders.