Cottonwood Communities Preferred Stock: $176.0M Sold in 95 8-Ks Since 2025, 7.5% in Fees, Latest Nov 4, 2026

What the two November 8-Ks say

Both filings are the company's routine Item 3.02 report. Cottonwood says the 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.” Each share costs $10.00. The Series 2025 offering launched on December 9, 2024 with a $150,000,000 maximum; the Series A offering launched on September 19, 2023, and its maximum read $150,000,000 in the 8-K filed April 29, 2026 and $200,000,000 in the one filed May 7, 2026.

The cash received is not always exactly $10.00 a share: 201,123 shares at $10.00 is $2,011,230, and the company received $2,008,997. The Series 2025 8-Ks say “discounts available to certain categories of purchasers”, which may explain it, but they do not break it out. Across all 106 periods the gap between shares times $10.00 and cash received is $3,110,174 (our arithmetic).

All 95 Item 3.02 8-Ks, quarter by quarter

We read every Form 8-K that Cottonwood filed with Item 3.02 from January 1, 2025 to November 4, 2026 and parsed the sales sentence in each: period, shares, proceeds, commissions, placement fees and shares outstanding. A script asserts that every number it extracts appears in the filing text, that shares times $10.00 is within 20% of the proceeds, and that the Series A count of 11,982,475 on January 1, 2026 equals the 10-K figure at December 31, 2025. Periods are grouped by the quarter in which they end. The sums and percentages are our arithmetic; the shares-outstanding column is as reported.

Series 2025 Preferred (6.5%, redeemable December 31, 2028)

These rows leave out the exchange offering, which issued 6,995,762 shares in 2025 and was reported inside the same 8-Ks. Its fees were $5,584,205 (our arithmetic), about 89% of it in the first half of 2025. The 8-K filed February 19, 2025 shows how it was reported: “we issued and sold 944,200 shares of Series 2025 Preferred Stock in exchange for our Series 2019 Preferred Stock or Series 2023 Preferred Stock” and paid commissions of $566,520 and placement fees of $287,134 on them, on top of $399,500 of cash sales that carried $27,230 of fees. The 10-K says the company exchanged 6,626,892 Series 2019 shares and 332,722 Series 2023 shares for Series 2025 shares during 2025.

Series A Convertible Preferred (8.0%, converts to Class I common)

For periods ending in calendar 2025 the 8-Ks report $30,201,856 of Series 2025 cash (fees 8.13%) and $58,964,045 of Series A cash (fees 7.41%); for periods ending in 2026 to date, $30,270,652 of Series 2025 (7.96%) and $56,558,563 of Series A (6.91%) (our arithmetic).

The most recent reports

Why Series A outstanding does not track sales

The 8-Ks report only sales. They do not report the shares that leave the count. Series A shows it plainly: since January 1, 2026 the 8-Ks add 5,556,522 shares, and the count went from 11,982,475 to 13,733,963, an increase of 1,751,488, so 3,805,034 shares disappeared (our arithmetic). The 10-Q for June 30, 2026 gives the reason for at least part of it: “Our board of directors has approved the conversion of eligible Series A Convertible Preferred Stock (i.e. those shares that have been outstanding for at least two years) into our Class I common stock through November 1, 2026.” Of the Series A shares, 2,449,592 had been exchanged by June 30, 2026, 2,070,307 of them in the first six months of 2026, “at the amount equal to the purchase price of $10.00 divided by the net asset value for the Class I shares on the respective conversion date.” At the September 30 NAV of $11.3303 that is 0.8826 Class I shares per Series A share (our arithmetic). The 10-Q says the company did not repurchase any Series A shares in the first half and had no unfulfilled requests, so no filing yet explains the rest of the gap; the September 30 10-Q is where to look. Our Cottonwood review noted a fall in the Series A count in late September and early October as unexplained by the filings; conversions are the likely cause, but only the next 10-Q will confirm it.

The same arithmetic does not apply to Series 2025, which has no conversion right; its count differs from the sum of sales mostly by weeks with no 8-K and by repurchases (the 10-Q shows 17,800 Series 2025 shares repurchased for $161 thousand in the first half of 2026).

What kind of security you are looking at

The 10-K says that “the Series 2023, Series 2023-A and Series 2025 Preferred Stock rank senior to our common stock and our convertible preferred stock,” and that holders of the designated preferred “are entitled to cumulative dividends before any dividends may be declared or set aside on our common stock.” The Series 2023 preferred (10,249,251 shares, 6.00%) has a redemption date of June 30, 2027 and Series 2023-A (295,000 shares, 7.00%) of December 31, 2027, both at $10.00 plus accrued dividends. The 10-Q describes the $452.9 million of debt due within twelve months as nine mortgage notes, one construction loan and land loans, so those preferred redemptions are a separate call on cash (our reading).

What it means for the common holder

NAV per share. The NAV was $11.3303 for every class on September 30, 2026, against $11.3277 on August 31 and $11.3127 on June 30. Preferred issuance did not visibly move it, because the NAV table subtracts preferred equity ($229,493,701 on August 31 and $232,924,262 on September 30, a rise of $3.43 million in a month, our arithmetic) and treats the Series A as already converted into Class I shares. What changes is the claim in front of the common: that deduction is 21.1% of the total NAV. One cost may not be in the NAV: the 10-Q says the mandatorily redeemable preferred is carried with “issuance costs deferred and amortized under GAAP. These issuance costs are excluded for purposes of determining our NAV.” Read with the NAV table, that suggests the NAV carries the Series 2025 at its $10.00 face while the company received less in cash; the 10-Q gives no per-share effect, so we do not put a number on it.

The cost of the money (our arithmetic). Per $1,000 of Series 2025 sold at the 8.04% average fee, about $919.55 reaches the company. It owes $1,000 plus 6.5% a year, $65 a year, until the December 31, 2028 redemption, 2.17 years from November 1, 2026. Dividends plus the fee come to about $221.22 over that time, roughly 11.1% a year on the $919.55 received (a simple average, not an internal rate of return, and before any extension).

Cash that goes to the preferred first. At the June 30 share counts and the stated rates, Series 2025 ($7.78 million), Series 2023 ($6.15 million), Series 2023-A ($0.21 million) and Series A ($10.31 million) carry about $24.4 million of dividends a year (our arithmetic; the board can raise the Series A rate). In the first half of 2026 the company paid $6,684 thousand of dividends on the liability-class preferred (booked in interest expense) and $4.9 million on Series A. Its cash from operating activities was $1,169 thousand.

Where distributions came from. The 10-Q table of sources for the $33,446 thousand of distributions paid in the first half of 2026: $1,169 thousand from operations (3.5%), $7,698 thousand from proceeds of realized investments, $13,268 thousand from additional borrowings (39.7%), $9,632 thousand from offering proceeds and $1,679 thousand reinvested through the plan (our percentages). The 10-Q does not split the offering proceeds between common and preferred. On October 16, 2026 the board cut the monthly gross common distribution to $0.05166667 a share from $0.05666667, effective for the November 30, 2026 record date, “approximately 5.5%” of the $11.3303 NAV; that is $0.62 a year against $0.68 (our arithmetic, 8.8% lower).

Redemption program status. The plan caps common repurchases at 2% of aggregate NAV a month and 5% a quarter. The 10-Q reports 295,425 shares in April 2026 (0.9778292% of NAV), 210,791 in May (0.6884092%) and 262,383 in June (0.8423466%), says “All repurchase requests under our share repurchase plan were satisfied,” and shows 1,823,569 shares repurchased in the six months for $20.8 million. For periods ending January 2 to June 30, 2026 the 8-Ks report $48.7 million of preferred cash sales (our arithmetic), more than twice that $20.8 million. We have no repurchase figure after June 30. Our status table of NAV REITs tracks the larger funds, and the commercial real estate debt maturity wall page and the Cottonwood review cover the $452.9 million due within twelve months.

What the 8-Ks do not say

• Why the fee rate jumps around. The weekly rate runs from 4.03% to 10.44% for Series A and 3.25% to 9.16% for Series 2025. The filings give commissions and placement fees as two totals and no rate card.
• Whether the Series 2025 cap is close. Series 2025 shares outstanding are 13,088,961, or $130.9 million at $10.00. Cash sales plus exchanged shares come to $130.4 million, leaving about $19.6 million under the $150,000,000 maximum if exchange shares count toward it and sales are not netted for repurchases (our arithmetic; the 8-Ks do not say). At roughly $2 million a filing that would be about ten more reports. The Series A maximum went from $150,000,000 to $200,000,000 between the 8-Ks filed April 29 and May 7, 2026.
• Who buys. The 8-Ks do not say how many investors or through which channels. Rule 506(b) offerings also file a Form D; we did not read those for this page.
• What comes next. The September 30 10-Q is expected by about November 16, 2026 (45 days after quarter-end falls on Saturday, November 14; our reading of the filing deadline). It should show repurchases for July through September, preferred outstanding, conversions and the third-quarter sources of distributions.

What a reader can do with this

• If you hold Series 2025 or Series A: read your own subscription documents for the rate, the term and the redemption right; the 8-Ks only show company-wide totals. Series 2025 is a fixed-term claim with a 2028 redemption date; Series A converts into Class I common at $10 divided by NAV.
• If you hold the common (Class T, D, I or A): the preferred ranks ahead of you in dividends and liquidation. Compare the preferred dividend line above with the cash the REIT earns, and check the next 10-Q for the third-quarter sources of distributions and repurchases.
• If you are weighing a preferred offering like this one: the load is about 7% to 9% in most reports, and for the Series 2025 the stock is redeemable at $10.00 plus accrued dividends, so the fee does not buy any extra claim. Our non-traded REIT quorum page lists Cottonwood's annual meeting; the proxy statement says it will be held on Tuesday, November 10, 2026 at 10:00 a.m. Mountain Standard Time.
• Dates to watch: the 10-Q for September 30 (about November 16, 2026), the November 30, 2026 record date for the lower distribution, any 8-K raising the Series 2025 maximum, and the Series A conversion window, which the board approved through November 1, 2026 (whether it was extended is for the next 10-Q or 8-K).

FAQ

All figures are from SEC EDGAR filings of Cottonwood Communities, Inc. (CIK 1692951) read on November 6, 2026: the 95 Forms 8-K with Item 3.02 filed from January 6, 2025 to November 4, 2026 (accessions are in the data file), including 0001692951-26-000203 and 0001692951-26-000205; the Form 10-Q for June 30, 2026 (0001692951-26-000141); the Form 10-K for 2025 (0001692951-26-000055); Supplement No. 16 to the prospectus, October 16, 2026 (0001692951-26-000195); the Form 8-K of October 16, 2026 (0001692951-26-000193); and the proxy statement of August 25, 2026 (0001692951-26-000158). “Our arithmetic” marks sums, percentages and projections that are not in a filing. This is analysis of public documents, not investment, legal or tax advice.