Cottonwood Communities Reports Unregistered Equity Sales

TL;DR

Cottonwood Communities sold unregistered equity, likely preferred stock, on Aug 19.

AI Summary

Cottonwood Communities, Inc. filed an 8-K on August 25, 2025, reporting unregistered sales of equity securities as of August 19, 2025. The filing details the Series 2025 Preferred Update, indicating a transaction related to their preferred stock.

Why It Matters

This filing indicates Cottonwood Communities engaged in unregistered sales of equity securities, which could impact the liquidity and ownership structure of their preferred stock.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate less transparency or potential regulatory scrutiny compared to registered offerings.

Key Players & Entities

• Cottonwood Communities, Inc. (company) — Registrant
• August 19, 2025 (date) — Date of earliest event reported
• August 25, 2025 (date) — Filing date
• Series 2025 Preferred Update (document) — Subject of the filing

FAQ

Key Financial Figures

• $150,000,000 — r 9, 2024, we are offering a maximum of $150,000,000 in shares of our Series 2025 Preferred
• $10.00 — red (i) for cash at a purchase price of $10.00 per share (with discounts available to
• $880,000 — ring and received aggregate proceeds of $880,000. In connection with the sale of these s
• $52,800 — ffering, we paid selling commissions of $52,800 and aggregate placement fees of $26,174
• $26,174 — $52,800 and aggregate placement fees of $26,174. Additionally, during the same period,
• $1,500 — d paid aggregate selling commissions of $1,500 and placement fees of $5,632. As of Aug
• $5,632 — issions of $1,500 and placement fees of $5,632. As of August 22, 2025, there were 8,84

Filing Documents

• cci-20250819.htm (8-K) — 24KB
• 0001692951-25-000209.txt ( ) — 131KB
• cci-20250819.xsd (EX-101.SCH) — 2KB
• cci-20250819_lab.xml (EX-101.LAB) — 20KB
• cci-20250819_pre.xml (EX-101.PRE) — 12KB
• cci-20250819_htm.xml (XML) — 2KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Preferred Offering Cottonwood Communities, Inc. (the "Company," "we," "our," or "us") is conducting multiple best-efforts private placement offerings pursuant to which we are offering certain series of our preferred stock to accredited investors. These offerings are exempt from registration pursuant to Rule 506(b) of Regulation D of the Securities Act because the shares are being offered and sold solely to accredited investors without the use of general solicitation. In an offering launched December 9, 2024, we are offering a maximum of $150,000,000 in shares of our Series 2025 Preferred Stock (the "Series 2025 Private Offering"). The Series 2025 Preferred Stock is being offered (i) for cash at a purchase price of $10.00 per share (with discounts available to certain categories of purchasers) and (ii) through August 31, 2025 (which date may be extended), in exchange for the outstanding shares of our Series 2019 Preferred Stock at a ratio between 1:1 and 1:1.0782 and our Series 2023 Preferred Stock at a ratio of 1:1. Sales of Series 2025 Preferred Stock During the period from August 12, 2025 through August 22, 2025, we issued and sold 88,000 shares of Series 2025 Preferred Stock in the Series 2025 Private Offering and received aggregate proceeds of $880,000. In connection with the sale of these shares in the Series 2025 Private Offering, we paid selling commissions of $52,800 and aggregate placement fees of $26,174. Additionally, during the same period, we issued and sold 29,563 shares of Series 2025 Preferred Stock in exchange for our Series 2019 Preferred Stock or Series 2023 Preferred Stock, as applicable, in the Exchange Offering and paid aggregate selling commissions of $1,500 and placement fees of $5,632. As of August 22, 2025, there were 8,840,404 shares of our Series 2025 Preferred Stock outstanding. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant ha

View Full Filing

View this 8-K filing on SEC EDGAR