{"url_path":"/sec/cik-0001692951/8-k/2026-06-23/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":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1692951/0001692951-26-000115-index.html","accession_number":"0001692951-26-000115","cik":"0001692951","ticker":null,"issuer_name":"Cottonwood Communities, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1692951/0001692951-26-000115-index.html","primary_entity_key":"0001692951","primary_entity_name":"Cottonwood Communities, Inc."},"word_count":228,"has_tables":true,"body_markdown":"Item 3.02 Unregistered Sales of Equity Securities.\n\nPreferred Offering\n\nOn 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 currently offering a maximum of $200,000,000 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.\n\nSales of Series A Convertible Stock\n\nDuring the period from June 11, 2026 through June 22, 2026, we issued and sold 179,051 shares of Series A Convertible Preferred Stock in the Series A Convertible Private Offering and received aggregate proceeds of $1,735,000. In connection with the sale of these shares in the Series A Convertible Private Offering, we paid aggregate selling commissions of $57,000 and placement fees of $47,325. As of June 22, 2026, there were 12,793,168 shares of the Company’s Series A Convertible 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:  June 23, 2026"}