UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K 

____________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 24, 2025

____________________

Cottonwood Communities, Inc.

(Exact Name of Registrant as Specified in Its Charter)

____________________

Maryland	000-56165	61-1805524
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)

1245 Brickyard Road, Suite 250

Salt Lake City, Utah 84106

(Address of Principal Executive Offices)

(801) 278-0700

(Registrant’s Telephone Number, Including Area Code) 

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

Preferred Offerings

We are conducting two separate best-efforts private placement offerings pursuant to which we are offering two different series of preferred stock to accredited investors. Both 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 (i) for cash at a purchase price of $10.00 per share (with discounts available to certain categories of purchasers) and (ii) through June 30, 2025 (which date may be extended), in exchange for the outstanding shares of our Series 2019 Preferred Stock at a ratio between 1:1 and 1:1.0782 and our Series 2023 Preferred Stock at a ratio of 1:1.

Sales Pursuant to the Series A Convertible Private Offering

During the period from April 23, 2025 through April 29, 2025, we issued and sold 145,234 shares of Series A Convertible Preferred Stock in the Series A Convertible Private Offering and received aggregate proceeds of $1,394,250. In connection with the sale of these shares in the Series A Convertible Private Offering, we paid aggregate selling commissions of $55,500 and placement fees of $36,900. As of April 29, 2025, there were 8,184,472 shares of Series A Convertible Preferred Stock outstanding.

Sales Pursuant to the Series 2025 Private Offering

During the period from April 18, 2025 through April 29, 2025, we issued and sold 187,300 shares of Series 2025 Preferred Stock in the Series 2025 Private Offering and received aggregate proceeds of $1,873,000. In connection with the sale of these shares in the Series 2025 Private Offering, we paid aggregate selling commissions of $112,380 and placement fees of $57,041. As of April 29, 2025, there were 6,059,486 shares of our Series 2025 Preferred Stock outstanding.

SIGNATURE

Pursuant 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.

COTTONWOOD COMMUNITIES, INC.
By:	/s/ Enzio Cassinis
Name:	Enzio Cassinis
Title:	President

Date:  April 30, 2025