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 September 29, 2025 through October 7, 2025, we issued and sold 194,127 shares of Series A Convertible Preferred Stock in the Series A Convertible Private Offering and received aggregate proceeds of $1,918,200. In connection with the sale of these shares in the Series A Convertible Private Offering, we paid aggregate selling commissions of $98,400 and placement fees of $52,971. As of October 7, 2025, there were 10,763,114 shares of Series A Convertible Preferred Stock outstanding.