Cottonwood Communities Announces Convertible Preferred Stock Offering Update

Cottonwood Communities, Inc. 8-K Filing Summary
FieldDetail
CompanyCottonwood Communities, Inc.
Form Type8-K
Filed DateAug 29, 2025
Risk Levelmedium
Pages2
Reading Time2 min
Key Dollar Amounts$150,000,000, $10.00, $1,682,493, $77,550, $49,530
Sentimentneutral

Sentiment: neutral

Topics: equity-offering, convertible-preferred-stock, 8-k

TL;DR

Cottonwood Communities filed an 8-K updating its convertible preferred stock offering.

AI Summary

Cottonwood Communities, Inc. announced an update on its offering of Series A Convertible Preferred Stock on August 25, 2025. The company is filing this Form 8-K to provide current information regarding this unregistered sale of equity securities.

Why It Matters

This filing provides crucial information for investors regarding Cottonwood Communities' ongoing efforts to raise capital through convertible preferred stock, impacting potential dilution and future financial structure.

Risk Assessment

Risk Level: medium — The filing concerns an unregistered sale of equity securities, which can carry higher risks due to less regulatory oversight and potential liquidity issues.

Key Players & Entities

  • Cottonwood Communities, Inc. (company) — Registrant
  • August 25, 2025 (date) — Date of Earliest Event Reported
  • Series A Convertible Preferred Stock (security) — Type of security offered
  • 1245 Brickyard Road, Suite 250, Salt Lake City, Utah 84106 (address) — Principal Executive Offices

FAQ

What is the purpose of this Form 8-K filing?

The purpose of this Form 8-K filing is to report an update on the unregistered sales of equity securities, specifically concerning the offering of Series A Convertible Preferred Stock by Cottonwood Communities, Inc.

What type of security is Cottonwood Communities offering?

Cottonwood Communities, Inc. is offering Series A Convertible Preferred Stock.

On what date was the earliest event reported in this filing?

The earliest event reported in this filing occurred on August 25, 2025.

Where are Cottonwood Communities, Inc.'s principal executive offices located?

Cottonwood Communities, Inc.'s principal executive offices are located at 1245 Brickyard Road, Suite 250, Salt Lake City, Utah 84106.

What is the filing date for this Form 8-K?

This Form 8-K was filed as of August 29, 2025.

Filing Stats: 516 words · 2 min read · ~2 pages · Grade level 12.8 · Accepted 2025-08-29 13:46:43

Key Financial Figures

  • $150,000,000 — nt to which it is offering a maximum of $150,000,000 in shares of its Series A Convertible P
  • $10.00 — ivate Offering") at a purchase price of $10.00 per share. The exemption is available t
  • $1,682,493 — ring and received aggregate proceeds of $1,682,493. In connection with the sale of these s
  • $77,550 — e paid aggregate selling commissions of $77,550 and placement fees of $49,530. As of Au
  • $49,530 — ssions of $77,550 and placement fees of $49,530. As of August 28, 2025, there were 9,89

Filing Documents

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Preferred Offering On September 19, 2023, Cottonwood Communities, Inc. (the "Company") launched a best-efforts private placement offering exempt from registration pursuant to Rule 506(b) of Regulation D of the Securities Act pursuant to which it is offering a maximum of $150,000,000 in shares of its Series A Convertible Preferred Stock to accredited investors (the "Private Offering") at a purchase price of $10.00 per share. The exemption is available to the Company because the shares are being offered and sold solely to accredited investors without the use of general solicitation. Sales of Series A Convertible Stock During the period from August 12, 2025 through August 28, 2025, we issued and sold 171,166 shares of Series A Convertible Preferred Stock in the Series A Convertible Private Offering and received aggregate proceeds of $1,682,493. In connection with the sale of these shares in the Series A Convertible Private Offering, we paid aggregate selling commissions of $77,550 and placement fees of $49,530. As of August 28, 2025, there were 9,897,995 shares of Series A Convertible Preferred Stock outstanding. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COTTONWOOD COMMUNITIES, INC. By: /s/ Enzio Cassinis Name: Enzio Cassinis Title: President Date: August 29, 2025

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