Cottonwood Communities Reports Unregistered Equity Sales

TL;DR

Cottonwood Communities sold unregistered equity, check the details.

AI Summary

Cottonwood Communities, Inc. filed an 8-K on October 9, 2025, reporting unregistered sales of equity securities as of October 3, 2025. The filing details a "SERIES 2025 PREF UPDATE" related to these sales.

Why It Matters

This filing indicates Cottonwood Communities has engaged in unregistered equity sales, which could impact its capital structure and shareholder dilution.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate a need for capital or potential dilution for existing shareholders.

Key Players & Entities

• Cottonwood Communities, Inc. (company) — Registrant
• October 3, 2025 (date) — Date of earliest event reported
• October 9, 2025 (date) — Date of report
• 1245 Brickyard Road, Suite 250, Salt Lake City, Utah 84106 (address) — Principal Executive Offices

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
• $755,000 — ring and received aggregate proceeds of $755,000. In connection with the sale of these s
• $45,300 — ffering, we paid selling commissions of $45,300 and aggregate placement fees of $22,363
• $22,363 — $45,300 and aggregate placement fees of $22,363. Additionally, during the same period,
• $21,000 — d paid aggregate selling commissions of $21,000 and placement fees of $36,850. As of Oc
• $36,850 — ssions of $21,000 and placement fees of $36,850. As of October 8, 2025, there were 9,45

Filing Documents

• cci-20251003.htm (8-K) — 24KB
• 0001692951-25-000238.txt ( ) — 131KB
• cci-20251003.xsd (EX-101.SCH) — 2KB
• cci-20251003_lab.xml (EX-101.LAB) — 20KB
• cci-20251003_pre.xml (EX-101.PRE) — 12KB
• cci-20251003_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 22, 2025 through October 8, 2025, we issued and sold 75,500 shares of Series 2025 Preferred Stock in the Series 2025 Private Offering and received aggregate proceeds of $755,000. In connection with the sale of these shares in the Series 2025 Private Offering, we paid selling commissions of $45,300 and aggregate placement fees of $22,363. Additionally, during the same period, we issued and sold 159,491 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 $21,000 and placement fees of $36,850. As of October 8, 2025, there were 9,459,571 shares of our Series 2025 Preferred Stock outstanding. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the regi

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View this 8-K filing on SEC EDGAR