Cottonwood Communities Inc.
04/01/2026 | Press release | Distributed by Public on 04/01/2026 14:02
Private Placement (Form 8-K)
Item 3.02 Unregistered Sales of Equity Securities.
Preferred Offerings
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 September 19, 2023, we are offering a maximum of $150,000,000 in shares of our Series A Convertible Preferred Stock (the "Series A Convertible Private Offering") at a purchase price of $10.00 per share. 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 for cash at a purchase price of $10.00 per share (with discounts available to certain categories of purchasers).
Sales of Series A Convertible Stock
During the period from March 11, 2026 through March 31, 2026, we issued and sold 239,119 shares of Series A Convertible Preferred Stock in the Series A Convertible Private Offering and received aggregate proceeds of $2,369,181. In connection with the sale of these shares in the Series A Convertible Private Offering, we paid aggregate selling commissions of $124,160 and placement fees of $68,522. As of March 31, 2026, there were 12,883,109 shares of Series A Convertible Preferred Stock outstanding.
Sales of Series 2025 Preferred Stock
During the period from March 16, 2026 through March 31, 2026, we issued and sold 130,077 shares of Series 2025 Preferred Stock in the Series 2025 Private Offering and received aggregate proceeds of $1,277,000. In connection with the sale of these shares in the Series 2025 Private Offering, we paid selling commissions of $55,620 and aggregate placement fees of $37,872. As of March 31, 2026, there were 10,887,847 shares of our Series 2025 Preferred Stock outstanding.
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