Cottonwood Communities Reports Unregistered Equity Sales

TL;DR

Cottonwood Communities sold unregistered equity, details in Series 2025 Preferred update.

AI Summary

Cottonwood Communities, Inc. filed an 8-K on October 30, 2025, reporting unregistered sales of equity securities as of October 24, 2025. The filing pertains to Series 2025 Preferred Stock, with details expected in an accompanying document.

Why It Matters

This filing indicates Cottonwood Communities has engaged in unregistered sales of equity securities, which could impact the company's capital structure and shareholder dilution.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes signal financial distress or a need for capital, and may involve less stringent disclosure requirements.

Key Players & Entities

• Cottonwood Communities, Inc. (company) — Registrant
• October 24, 2025 (date) — Date of earliest event reported
• October 30, 2025 (date) — Date of report
• Series 2025 Preferred Stock (security) — 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
• $1,142,000 — ring and received aggregate proceeds of $1,142,000. In connection with the sale of these s
• $59,520 — ffering, we paid selling commissions of $59,520 and aggregate placement fees of $32,914
• $32,914 — $59,520 and aggregate placement fees of $32,914. Additionally, during the same period,

Filing Documents

• cci-20251024.htm (8-K) — 24KB
• 0001692951-25-000249.txt ( ) — 131KB
• cci-20251024.xsd (EX-101.SCH) — 2KB
• cci-20251024_lab.xml (EX-101.LAB) — 20KB
• cci-20251024_pre.xml (EX-101.PRE) — 12KB
• cci-20251024_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, 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 October 9, 2025 through October 29, 2025, we issued and sold 115,373 shares of Series 2025 Preferred Stock in the Series 2025 Private Offering and received aggregate proceeds of $1,142,000. In connection with the sale of these shares in the Series 2025 Private Offering, we paid selling commissions of $59,520 and aggregate placement fees of $32,914. Additionally, during the same period, we issued and sold 5,072 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 no aggregate selling commissions or placement fees. As of October 30, 2025, there were 9,579,944 shares of our Series 2025 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 o

View Full Filing

View this 8-K filing on SEC EDGAR