Cottonwood Communities Convertible Preferred Stock Offering Update

TL;DR

Cottonwood Communities updating convertible preferred stock offering. Details on 7.75% Series A shares.

AI Summary

Cottonwood Communities, Inc. announced an update on its convertible preferred stock offering on December 4, 2025. The company is offering shares of its 7.75% Series A Convertible Preferred Stock, with a liquidation preference of $25.00 per share. The offering is being made pursuant to an effective shelf registration statement.

Why It Matters

This filing provides an update on Cottonwood Communities' capital raising efforts, which could impact its financial flexibility and future growth prospects.

Risk Assessment

Risk Level: medium — The filing relates to a securities offering, which inherently carries market and execution risks for the company and investors.

Key Numbers

• 7.75% — Series A Convertible Preferred Stock Dividend Rate (Indicates the yield for investors in this preferred stock offering.)
• $25.00 — Series A Convertible Preferred Stock Liquidation Preference (Represents the value per share in case of liquidation.)

Key Players & Entities

• Cottonwood Communities, Inc. (company) — Registrant
• 7.75% Series A Convertible Preferred Stock (security) — Offered security
• $25.00 (dollar_amount) — Liquidation preference per share
• December 4, 2025 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of incorporation
• Salt Lake City, Utah (location) — Principal executive offices

FAQ

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
• $1,805,000 — ring and received aggregate proceeds of $1,805,000. In connection with the sale of these s
• $54,950 — e paid aggregate selling commissions of $54,950 and placement fees of $46,433. As of De
• $46,433 — ssions of $54,950 and placement fees of $46,433. As of December 9, 2025, there were 11,

Filing Documents

• cci-20251204.htm (8-K) — 23KB
• 0001692951-25-000274.txt ( ) — 129KB
• cci-20251204.xsd (EX-101.SCH) — 2KB
• cci-20251204_lab.xml (EX-101.LAB) — 20KB
• cci-20251204_pre.xml (EX-101.PRE) — 12KB
• cci-20251204_htm.xml (XML) — 2KB

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 November 28, 2025 through December 9, 2025, we issued and sold 187,057 shares of Series A Convertible Preferred Stock in the Series A Convertible Private Offering and received aggregate proceeds of $1,805,000. In connection with the sale of these shares in the Series A Convertible Private Offering, we paid aggregate selling commissions of $54,950 and placement fees of $46,433. As of December 9, 2025, there were 11,560,207 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: December 10, 2025

View Full Filing

View this 8-K filing on SEC EDGAR