Cottonwood Communities Inc.

04/17/2026 | Press release | Distributed by Public on 04/17/2026 13:36

Supplemental Prospectus (Form 424B3)

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-282872
COTTONWOOD COMMUNITIES, INC.
SUPPLEMENT NO. 9 DATED APRIL 17, 2026
TO THE PROSPECTUS DATED NOVEMBER 4, 2025

This document supplements, and should be read in conjunction with, the prospectus of Cottonwood Communities, Inc. dated November 4, 2025 as supplemented by supplement no. 8 dated April 2, 2026. As used herein, the terms "we," "our" and "us" refer to Cottonwood Communities, Inc. and, as required by context, Cottonwood Residential O.P., LP, which we refer to as our "Operating Partnership," and to their subsidiaries. Capitalized terms used in this supplement have the same meanings as set forth in the prospectus. The purpose of this supplement is to disclose:

•the transaction price for each class of our common stock as of May 1, 2026;
•the calculation of our March 31, 2026 net asset value ("NAV") per share, as determined in accordance with our valuation guidelines, for each of our share classes;
•information regarding our portfolio;
•information regarding our distributions; and
•updated experts information.

May 1, 2026 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted (and distribution reinvestment plan issuances) as of May 1, 2026 (and repurchases as of April 30, 2026) is as follows:

Transaction Price (per share)
Class T
$ 11.3416
Class D
$ 11.3416
Class I
$ 11.3416
Class A $ 11.3416

The transaction price for each of our share classes is equal to such class's NAV per share as of March 31, 2026. A calculation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees.

March 31, 2026 NAV Calculation

Our board of directors, including a majority of our independent directors, has adopted valuation guidelines, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. Our most recent NAV per share for each share class, which is updated as of the last calendar day of each month, is posted on our website at www.cottonwoodcommunities.com and is also available on our toll-free, automated telephone line at (888) 422-2584.

The March 31, 2026 NAV for our outstanding Class T, Class D, Class I, and Class A shares was calculated pursuant to these valuation guidelines.
Please see "Net Asset Value Calculation and Valuation Guidelines" in our prospectus for a more detailed description of our valuation guidelines, including important disclosures regarding real property valuations, debt-related asset valuations and property management business valuations provided by Altus Group U.S. Inc. (the "Independent Valuation Advisor"). All parties engaged by us in the calculation of our NAV, including CC Advisors III, LLC, our advisor, are subject to the oversight of our board of directors. As described in our valuation guidelines, each real property is appraised by a third-party appraiser (the "Third-Party Appraisal Firm") at least once per calendar year and reviewed by our advisor and the Independent Valuation Advisor. Additionally, each real property assets is appraised each calendar month by our Independent Valuation Advisor, and such appraisals are reviewed by our advisor.

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Our Operating Partnership has certain classes or series of OP Units that are each economically equivalent to a corresponding class of shares. Accordingly, on the last day of each month, for such classes or series of OP Units, the NAV per OP Unit equals the NAV per share of the corresponding class. To the extent our Operating Partnership has classes of units that do not correspond to a class of our shares, such units will be valued in a manner consistent with our valuation guidelines. The NAV of our Operating Partnership on the last day of each month equals the sum of the NAVs of each fully-diluted outstanding OP Unit on such day. In calculating the fully-diluted outstanding OP Units we include all outstanding vested LTIP Units, unvested time-based LTIP Units and those performance-based LTIP Units that would be earned based on the internal rate of return as of such day.

Our total NAV in the following table includes (i) the NAV of our outstanding classes of common stock as of March 31, 2026, assuming all outstanding Series A Convertible Preferred Stock has been converted to Class I common stock as of February 28, 2026, and (ii) the partnership interests of the Operating Partnership held by the limited partners in the Operating Partnership. The following table sets forth the components of our NAV as of March 31, 2026 and February 28, 2026:

As of
Components of NAV(1)
March 31, 2026 February 28, 2026
Investments in Multifamily Operating Properties $ 2,243,526,038 $ 2,240,385,654
Investments in Multifamily Development Properties 65,634,784 64,259,165
Investments in Real Estate-Related Structured Investments 131,286,253 129,624,277
Investments in Land Held for Development 46,673,318 46,499,708
Operating Company and Other Net Current Assets(2)
88,222,902 88,557,994
Cash and Cash Equivalents 16,792,796 18,266,248
Secured Real Estate Financing (1,330,786,347) (1,331,258,327)
Subordinated Unsecured Notes (15,843,931) (13,843,940)
Preferred Equity (214,462,625) (211,609,298)
Net Asset Value $ 1,031,043,188 $ 1,030,881,481
Fully-diluted Shares/Units Outstanding 90,908,114 90,734,995
(1) Presented as adjusted for our economic ownership percentage in each asset.
(2) Includes a $4.27 million adjustment for our February 28, 2026 related to the changes to our valuation guidelines and the amortization of financing costs as described in supplement no. 1 dated November 17, 2025.
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of March 31, 2026 and February 28, 2026:
Class
T D
I(1)
A
OP(2)
Total
As of March 31, 2026
Monthly NAV $ 51,452,246 $ 4,958,834 $ 223,274,922 $ 192,316,685 $ 559,040,501 $ 1,031,043,188
Fully-diluted Outstanding Shares/Units 4,536,596 437,225 19,686,374 16,956,755 49,291,164 90,908,114
NAV per Fully-diluted Share/Unit $ 11.3416 $ 11.3416 $ 11.3416 $ 11.3416 $ 11.3416
As of February 28, 2026
Monthly NAV $ 51,933,996 $ 4,954,147 $ 218,797,245 $ 195,150,678 $ 560,045,415 $ 1,030,881,481
Fully-diluted Outstanding Shares/Units 4,571,070 436,048 19,257,856 17,176,558 49,293,463 90,734,995
NAV per Fully-diluted Share/Unit $ 11.3615 $ 11.3615 $ 11.3615 $ 11.3615 $ 11.3615
(1) Commencing with our determination of NAV as of December 31, 2025, we have assumed all outstanding convertible preferred equity as of our NAV determination date has been converted to Class I shares based on the NAV per share of Class I common stock as of the determination date.
(2) Includes the partnership interests of our Operating Partnership held by High Traverse Holdings, an entity beneficially owned by Daniel Shaeffer, Chad Christensen, Gregg Christensen and Eric Marlin and other Operating Partnership interests, including LTIP Units as described above, held by parties other than us.
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Set forth below are the weighted averages of the key assumptions that were used by the Independent Appraisal Firm in the discounted cash flow methodology used in the March 31, 2026, valuations of our real property assets, based on property type.

Discount Rate Exit Capitalization Rate
Operating Assets 6.93% 5.52%
Development Assets 7.05% 5.25%
* Presented as adjusted for our economic ownership percentage in each asset, weighted by gross value. The weighted averages were calculated by our advisor based on the information provided by the Independent Appraisal Firms.

A change in these assumptions would impact the calculation by the Independent Appraisal Firm of the value of our operating and development assets. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our operating and development asset values:

Sensitivities Change Operating Asset
Values
Development Asset
Values
Discount Rate 0.25% decrease 2.7% 2.5%
0.25% increase (2.6)% (2.3)%
Exit Capitalization Rate 0.25% decrease 3.8% 4.0%
0.25% increase (3.4)% (3.7)%
* Presented as adjusted for our economic ownership percentage in each asset.

Real Estate Investments

As of our March 31, 2026 NAV, we had a portfolio of $2.6 billion in total assets, with 79.9% of our equity value in operating properties, 2.7% in development, 13.5% in real estate-related structured investments and 3.9% in land held for development.

Declaration of Distributions

On April 17, 2026, our board of directors declared a distribution for the month of April of $0.05666667, or $0.68 annually, reduced for any class-specific expense allocated to the class, for each class of our common stock to holders of record on April 30, 2026, to be paid in May 2026.

Experts

The statements included in this supplement under "March 31, 2026 NAV Calculation," relating to the role of Altus Group U.S. Inc. have been reviewed by Altus Group U.S. Inc., an independent valuation advisor, and are included in this supplement given the authority of such firm as experts in real estate valuations. Altus Group U.S. Inc. does not admit that it is in the category of persons whose consent is required under Section 7 of the Securities Act.
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Cottonwood Communities Inc. published this content on April 17, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 17, 2026 at 19:36 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]