Cottonwood Communities Reports Unregistered Equity Sales
| Field | Detail |
|---|---|
| Company | Cottonwood Communities, Inc. |
| Form Type | 8-K |
| Filed Date | Dec 5, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 2 min |
| Key Dollar Amounts | $150,000,000, $10.00, $1,882,234, $91,684, $53,607 |
| Sentiment | neutral |
Sentiment: neutral
Topics: unregistered-sales, equity, preferred-units
TL;DR
Cottonwood Communities sold unregistered equity. Dilution alert?
AI Summary
Cottonwood Communities, Inc. filed an 8-K on December 5, 2025, reporting on unregistered sales of equity securities as of December 1, 2025. The filing pertains to their Series 2025 Preferred Units.
Why It Matters
This filing indicates Cottonwood Communities has engaged in private placements of equity, which could impact share dilution and capital structure.
Risk Assessment
Risk Level: medium — Unregistered sales can sometimes indicate a need for capital or less favorable terms compared to public offerings, potentially impacting existing shareholders.
Key Players & Entities
- Cottonwood Communities, Inc. (company) — Registrant
- 0001692951-25-000272 (accession_number) — Filing identifier
- December 1, 2025 (date) — Earliest event date
- December 5, 2025 (date) — Filing date
- Series 2025 Preferred Units (security) — Type of securities involved
FAQ
What specific type of equity securities were sold unregistered?
The filing indicates the report pertains to 'Unregistered Sales of Equity Securities' and mentions 'SERIES 2025 PREF UPDATE'.
What is the exact date of the earliest event reported in this 8-K?
The earliest event reported is dated December 1, 2025.
When was this Form 8-K filed with the SEC?
This Form 8-K was filed on December 5, 2025.
What is Cottonwood Communities, Inc.'s state of incorporation?
Cottonwood Communities, Inc. is incorporated in Maryland.
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.
Filing Stats: 582 words · 2 min read · ~2 pages · Grade level 12.3 · Accepted 2025-12-05 15:15:47
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
- $1,882,234 — ring and received aggregate proceeds of $1,882,234. In connection with the sale of these s
- $91,684 — ffering, we paid selling commissions of $91,684 and aggregate placement fees of $53,607
- $53,607 — $91,684 and aggregate placement fees of $53,607. As of December 4, 2025, there were 9,9
Filing Documents
- cci-20251201.htm (8-K) — 24KB
- 0001692951-25-000272.txt ( ) — 130KB
- cci-20251201.xsd (EX-101.SCH) — 2KB
- cci-20251201_lab.xml (EX-101.LAB) — 20KB
- cci-20251201_pre.xml (EX-101.PRE) — 12KB
- cci-20251201_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 November 21, 2025 through December 4, 2025, we issued and sold 190,835 shares of Series 2025 Preferred Stock in the Series 2025 Private Offering and received aggregate proceeds of $1,882,234. In connection with the sale of these shares in the Series 2025 Private Offering, we paid selling commissions of $91,684 and aggregate placement fees of $53,607. As of December 4, 2025, there were 9,927,258 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 on its behalf by the undersigned hereunto duly authorized. COTTONWOOD COMMUNITIES, INC. By: /s/ Enzio Cassinis Name: Enzio Cassinis Title: President Date: December 5, 2025