Cottonwood Communities Reports Unregistered Equity Sales
| Field | Detail |
|---|---|
| Company | Cottonwood Communities, Inc. |
| Form Type | 8-K |
| Filed Date | Sep 22, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $150,000,000, $10.00, $537,000, $22,920, $14,428 |
| Sentiment | neutral |
Sentiment: neutral
Topics: unregistered-sales, equity-securities, preferred-stock
TL;DR
Cottonwood Communities sold unregistered equity, watch for details.
AI Summary
Cottonwood Communities, Inc. filed an 8-K on September 22, 2025, reporting unregistered sales of equity securities on September 16, 2025. The filing pertains to their Series 2025 Preferred Stock.
Why It Matters
This filing indicates Cottonwood Communities has issued equity securities without a prior registration, which could have implications for investors regarding liquidity and regulatory oversight.
Risk Assessment
Risk Level: medium — Unregistered sales can sometimes indicate financial distress or a need for quick capital, and may carry fewer investor protections.
Key Players & Entities
- Cottonwood Communities, Inc. (company) — Registrant
- September 16, 2025 (date) — Date of earliest event reported
- September 22, 2025 (date) — Filing date
- Series 2025 Preferred Stock (equity_security) — Type of security sold
FAQ
What specific type of equity securities were sold unregistered?
The filing indicates the unregistered sales pertain to the Series 2025 Preferred Stock.
On what date did the unregistered sales of equity securities occur?
The earliest event reported, which includes the unregistered sales, occurred on September 16, 2025.
When was this Form 8-K filed with the SEC?
This Form 8-K was filed on September 22, 2025.
What is the principal executive office address for Cottonwood Communities, Inc.?
The principal executive offices are located at 1245 Brickyard Road, Suite 250, Salt Lake City, Utah 84106.
Under which section of the Securities Exchange Act of 1934 is this report filed?
This is a Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Filing Stats: 634 words · 3 min read · ~2 pages · Grade level 12.6 · Accepted 2025-09-22 12:43:41
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
- $537,000 — ring and received aggregate proceeds of $537,000. In connection with the sale of these s
- $22,920 — ffering, we paid selling commissions of $22,920 and aggregate placement fees of $14,428
- $14,428 — $22,920 and aggregate placement fees of $14,428. Additionally, during the same period,
- $0 — d paid aggregate selling commissions of $0 and placement fees of $13,445. As of Se
- $13,445 — commissions of $0 and placement fees of $13,445. As of September 21, 2025, there were 9
Filing Documents
- cci-20250916.htm (8-K) — 24KB
- 0001692951-25-000232.txt ( ) — 131KB
- cci-20250916.xsd (EX-101.SCH) — 2KB
- cci-20250916_lab.xml (EX-101.LAB) — 20KB
- cci-20250916_pre.xml (EX-101.PRE) — 12KB
- cci-20250916_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 September 30, 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 September 10, 2025 through September 21, 2025, we issued and sold 54,912 shares of Series 2025 Preferred Stock in the Series 2025 Private Offering and received aggregate proceeds of $537,000. In connection with the sale of these shares in the Series 2025 Private Offering, we paid selling commissions of $22,920 and aggregate placement fees of $14,428. Additionally, during the same period, we issued and sold 61,122 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 $0 and placement fees of $13,445. As of September 21, 2025, there were 9,239,580 shares of our Series 2025 Preferred Stock outstanding. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the regi