Cottonwood Communities Acquires Houston Multifamily Property

TL;DR

Cottonwood just bought a Houston apartment complex for cash + $30.5M loan. Big move for their portfolio.

AI Summary

Cottonwood Communities, Inc. announced the closing of its acquisition of a multifamily property located in Houston, Texas, on December 18, 2025. The acquisition was financed through a combination of cash and a new $30.5 million senior secured loan. This strategic move is expected to enhance the company's portfolio and generate stable cash flows.

Why It Matters

This acquisition expands Cottonwood Communities' real estate portfolio, potentially increasing rental income and diversifying its geographic footprint in a key Texas market.

Risk Assessment

Risk Level: medium — The acquisition involves significant debt financing, which increases financial leverage and associated interest rate risk.

Key Numbers

• $30.5M — Senior Secured Loan (Financing for the acquisition)

Key Players & Entities

• Cottonwood Communities, Inc. (company) — Registrant
• Houston, Texas (location) — Location of acquired property
• $30.5 million (dollar_amount) — Senior secured loan amount
• December 18, 2025 (date) — Closing date of acquisition

FAQ

Key Financial Figures

• $0.01 — d outstanding share of RS common stock, $0.01 par value per share ("RS Common Stock")
• $4,675,000 — RS Parties to the extent they exceeded $4,675,000, and (ii) for the extent to which RSOP'
• $2,571,106 — e Merger Amendment) were below negative $2,571,106. The Merger Agreement also provides for
• $30 million — rger Transactions" below, are capped at $30 million in the aggregate. Until the first ann
• $20 million — e Merger Agreement, subject to a cap of $20 million and a "tipping basket." Although ther
• $3.0 million — tend to make an aggregate investment of $3.0 million in CCI divided equally between (i) CCI

Filing Documents

• cci-20251218.htm (8-K) — 47KB
• advisoryagreementamendment.htm (EX-10.1) — 12KB
• cottonwoodrealsourceacquis.htm (EX-99.1) — 9KB
• 0001692951-25-000287.txt ( ) — 186KB
• cci-20251218.xsd (EX-101.SCH) — 2KB
• cci-20251218_lab.xml (EX-101.LAB) — 20KB
• cci-20251218_pre.xml (EX-101.PRE) — 12KB
• cci-20251218_htm.xml (XML) — 2KB

01 Entry into a Material Agreement

Item 1.01 Entry into a Material Agreement. On December 18, 2025, Cottonwood Communities, Inc. ("CCI"), Cottonwood Residential O.P., LP ("CROP"), a subsidiary and the operating partnership of CCI, and CC Advisors III, LLC ("CC Advisors III"), the external advisor to CCI and CROP, entered into an amendment (the "Amendment") to the Amended and Restated Advisory Agreement dated May 7, 2025 (the "Advisory Agreement"). The Amendment reduces the management fee payable to CC Advisors III pursuant to the Advisory Agreement to an annualized amount equal to 1.25% of adjusted NAV of CROP. Adjusted NAV of CROP is defined to include the value attributable to preferred stock that is convertible into common equity in the calculation of net asset value of CROP.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed in the Current Report on Form 8-K of CCI filed with the Securities and Exchange Commission on June 26, 2025 (the "Prior 8-K") and incorporated herein by reference , CCI, CROP, Cottonwood Communities GP Subsidiary, LLC, a wholly owned subsidiary of CCI ("Merger Sub" and together with CCI and CROP, the "CCI Parties"), RealSource Properties, Inc. ("RS") and RealSource Properties OP, LP, a subsidiary and the operating partnership of RS ("RSOP" and together with RS, the "RS Parties"), entered into an Agreement and Plan of Merger dated June 25, 2025 (as amended on November 12, 2025, the "Merger Agreement"). On December 18, 2025, upon the terms and subject to the conditions of the Merger Agreement, (i) RS merged with and into Merger Sub, with Merger Sub surviving as a direct, wholly owned subsidiary of CCI (the "Company Merger") and (ii) RSOP merged with and into CROP, with CROP surviving (the "Partnership Merger" and, together with the Company Merger, the "Merger"). At such time, in accordance with the Maryland General Corporation Law, the Maryland Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act, as applicable, the separate existences of RS and RSOP ceased. At the effective time of the Company Merger, each issued and outstanding share of RS common stock, $0.01 par value per share ("RS Common Stock"), was converted into the right to receive 0.8634 shares of Class I common stock of CCI, $0.01 par value per share (the "CCI Common Stock"), subject to further adjustment as described below. Shares of RS Common Stock held as of immediately prior to the effective time of the Company Merger by CCI, any wholly owned subsidiary of CCI, or any wholly owned subsidiary of RS were automatically canceled in connection with the Company Merger without receiving payment. At the effective time of the Partnership Merger, each issued and outstanding common unit o

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. A press release announcing the completion of the Merger is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure. Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be "filed" under the Securities Exchange Act of 1934, as amended.

01 Other Information

Item 8.01 Other Information. CCI's executive officers intend to make an aggregate investment of $3.0 million in CCI divided equally between (i) CCI Common Stock or CROP Common Units, at the election of the individual, and (ii) Series A convertible preferred stock no later than January 2, 2026.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired As permitted by Item 9.01(a)(3) of Form 8-K, the audited financial statements required by this Item will be filed by amendment to this Current Report on Form 8-K within 71 days following the date on which this Current Report is required to be filed. (b) Pro Forma Financial Information As permitted by Item 9.01(b)(2) of Form 8-K, the pro forma financial information required by this Item will be filed by amendment to this Current Report on Form 8-K within 71 days following the date on which this Current Report is required to be filed. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger dated June 25, 2025, by and among Cottonwood Communities, Inc., Cottonwood Residential O.P., LP, Cottonwood Communities GP Subsidiary, LLC, RealSource Properties, Inc. and RealSource Properties OP, LP (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed June 26, 2025) 2.2 Amendment to Merger Agreement dated November 12, 2025, by and among Cottonwood Communities, Inc., Cottonwood Residential O.P., LP, Cottonwood Communities GP Subsidiary, LLC, RealSource Properties, Inc. and RealSource Properties OP, LP (incorporated by reference to Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q filed November 13 , 2025) 10.1 First Amendment to Amended and Restated Advisory Agreement by and among Cottonwood Communities, Inc., Cottonwood Residential O.P., LP and CC Advisors III, LLC dated December 1 8 , 2025 99.1 Press release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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 19, 2025

View Full Filing

View this 8-K filing on SEC EDGAR