{"url_path":"/sec/cik-0001692951/8-k/2026-05-18/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1692951/0001692951-26-000097-index.html","accession_number":"0001692951-26-000097","cik":"0001692951","ticker":null,"issuer_name":"Cottonwood Communities, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1692951/0001692951-26-000097-index.html","primary_entity_key":"0001692951","primary_entity_name":"Cottonwood Communities, Inc."},"word_count":254,"has_tables":true,"body_markdown":"Item 3.02 Unregistered Sales of Equity Securities.\n\nPreferred Offering\n\nCottonwood 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.\n\nIn 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).\n\nSales of Series 2025 Preferred Stock\n\nDuring the period from April 22, 2026 through May 17, 2026, we issued and sold 257,866 shares of Series 2025 Preferred Stock in the Series 2025 Private Offering and received aggregate proceeds of $2,541,000. In connection with the sale of these shares in the Series 2025 Private Offering, we paid selling commissions of $117,060 and aggregate placement fees of $78,077. As of May 17, 2026, there were 11,314,733 shares of our Series 2025 Preferred Stock outstanding.\n\nSIGNATURE\n\n \n\nPursuant 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.\n\n COTTONWOOD COMMUNITIES, INC.\n\n   \n\n By:/s/ Enzio Cassinis\n\n Name:Enzio Cassinis\n\n Title:President\n\n \n\nDate:  May 18, 2026"}