Cottonwood Communities Reports Unregistered Equity Sales
| Field | Detail |
|---|---|
| Company | Cottonwood Communities, Inc. |
| Form Type | 8-K |
| Filed Date | Dec 15, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 2 min |
| Key Dollar Amounts | $150,000,000, $10.00, $1,978,000, $34,380, $44,625 |
| Sentiment | neutral |
Sentiment: neutral
Topics: unregistered-securities, equity-sale, 8-k
TL;DR
Cottonwood Communities sold unregistered equity. Check the details.
AI Summary
Cottonwood Communities, Inc. filed an 8-K on December 15, 2025, reporting unregistered sales of equity securities that occurred on December 9, 2025. The filing details the company's principal executive offices located at 1245 Brickyard Road, Suite 250, Salt Lake City, Utah.
Why It Matters
This filing indicates Cottonwood Communities has issued equity securities without a prior registration, which could have implications for existing shareholders and regulatory compliance.
Risk Assessment
Risk Level: medium — Unregistered sales can sometimes indicate financial distress or a need for capital, and may carry specific disclosure requirements or investor protections.
Key Players & Entities
- Cottonwood Communities, Inc. (company) — Registrant
- 1245 Brickyard Road, Suite 250, Salt Lake City, Utah 84106 (location) — Principal Executive Offices
- December 9, 2025 (date) — Date of Earliest Event Reported
- December 15, 2025 (date) — Date of Report
FAQ
What type of equity securities were sold?
The filing states 'Unregistered Sales of Equity Securities' but does not specify the exact type of securities in the provided text.
Who were the purchasers of these unregistered equity securities?
The provided text does not specify the identity of the purchasers of the unregistered equity securities.
What was the aggregate dollar amount of the unregistered equity securities sold?
The filing mentions 'Unregistered Sales of Equity Securities' but does not provide a specific dollar amount in the excerpt.
What is the reason for the unregistered sale of equity securities?
The filing does not disclose the specific reason for the unregistered sale of equity securities in the provided text.
Are there any exemptions from registration being claimed for these sales?
The filing indicates 'Unregistered Sales of Equity Securities,' implying an exemption from registration is being relied upon, but the specific exemption is not detailed in this excerpt.
Filing Stats: 582 words · 2 min read · ~2 pages · Grade level 12.3 · Accepted 2025-12-15 15:54:27
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
- $1,978,000 — ring and received aggregate proceeds of $1,978,000. In connection with the sale of these s
- $34,380 — ffering, we paid selling commissions of $34,380 and aggregate placement fees of $44,625
- $44,625 — $34,380 and aggregate placement fees of $44,625. As of December 14, 2025, there were 10
Filing Documents
- cci-20251209.htm (8-K) — 24KB
- 0001692951-25-000276.txt ( ) — 130KB
- cci-20251209.xsd (EX-101.SCH) — 2KB
- cci-20251209_lab.xml (EX-101.LAB) — 20KB
- cci-20251209_pre.xml (EX-101.PRE) — 12KB
- cci-20251209_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 December 5, 2025 through December 14, 2025, we issued and sold 208,782 shares of Series 2025 Preferred Stock in the Series 2025 Private Offering and received aggregate proceeds of $1,978,000. In connection with the sale of these shares in the Series 2025 Private Offering, we paid selling commissions of $34,380 and aggregate placement fees of $44,625. As of December 14, 2025, there were 10,102,073 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 15, 2025