Filed Pursuant to Rule 424(b)(3)

Registration No. 333-258754

COTTONWOOD COMMUNITIES, INC.

SUPPLEMENT NO. 5 DATED MARCH 15, 2024

TO THE PROSPECTUS DATED OCTOBER 20, 2023

This document supplements, and should be read in conjunction with, the prospectus of Cottonwood Communities, Inc. dated October 20, 2023 as supplemented by supplement no. 1 dated November 17, 2023, supplement no. 2 dated December 15, 2023, supplement no. 3 dated January 19, 2024 and supplement no. 4 dated February 16, 2024. As used herein, the terms “we,” “our” and “us” refer to Cottonwood Communities, Inc. and, as required by context, Cottonwood Residential O.P., LP, which we refer to as our “Operating Partnership,” and to their subsidiaries. Capitalized terms used in this supplement have the same meanings as set forth in the prospectus. The purpose of this supplement is to disclose:

•the transaction price for each class of our common stock as of April 1, 2024;

•the calculation of our February 29, 2024 net asset value (“NAV”) per share, as determined in accordance with our valuation guidelines, for each of our share classes;

•declaration of distributions for the month of March; and

•updated experts information.

April 1, 2024 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted (and distribution reinvestment plan issuances) as of April 1, 2024 (and repurchases as of March 31, 2024) is as follows:

	Transaction Price (per share)
Class T	$12.8136
Class D	$12.8136
Class I	$12.8136

The transaction price for each of our share classes is equal to such class’s NAV per share as of February 29, 2024. A calculation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees.

February 29, 2024 NAV Calculation

Our board of directors, including a majority of our independent directors, has adopted valuation guidelines, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. Our most recent NAV per share for each share class, which is updated as of the last calendar day of each month, is posted on our website at www.cottonwoodcommunities.com and is also available on our toll-free, automated telephone line at (888) 422-2584.

The February 29, 2024 NAV for our outstanding Class T, Class D, Class I, and Class A shares was calculated pursuant to these valuation guidelines.

Please see “Net Asset Value Calculation and Valuation Guidelines” in our prospectus for a more detailed description of our valuation guidelines, including important disclosures regarding real property valuations, debt-related asset valuations and property management business valuations provided by Altus Group U.S. Inc. (the “Independent Valuation Advisor”). All parties engaged by us in the calculation of our NAV, including CC Advisors III, LLC, our advisor, are subject to the oversight of our board of directors. As described in our valuation guidelines, each real property is appraised by a third-party appraiser (the “Third-Party Appraisal Firm”) at least once per calendar year and reviewed by our advisor and the Independent Valuation Advisor. Additionally, the real property assets not appraised by the Third-Party Appraisal Firm in a given calendar month will be appraised for such calendar month by our Independent Valuation Advisor, and such appraisals are reviewed by our advisor.

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Our Operating Partnership has certain classes or series of OP Units that are each economically equivalent to a corresponding class of shares. Accordingly, on the last day of each month, for such classes or series of OP Units, the NAV per OP Unit equals the NAV per share of the corresponding class. To the extent our Operating Partnership has classes of units that do not correspond to a class of our shares, such units will be valued in a manner consistent with our valuation guidelines. The NAV of our Operating Partnership on the last day of each month equals the sum of the NAVs of each fully-diluted outstanding OP Unit on such day. In calculating the fully-diluted outstanding OP Units we include all outstanding vested LTIP Units, unvested time-based LTIP Units and those performance-based LTIP Units that would be earned based on the internal rate of return as of such day.

Our total NAV in the following table includes the NAV of our outstanding classes of common stock as of February 29, 2024 as well as the partnership interests of the Operating Partnership held by parties other than us. The following table sets forth the components of our NAV as of February 29, 2024 and January 31, 2024:

	As of
Components of NAV*	February 29, 2024		January 31, 2024
Investments in Multifamily Operating Properties	$	1,862,077,612	$	1,950,535,780
Investments in Multifamily Development Properties	275,141,315		275,270,185
Investments in Real Estate-Related Structured Investments	100,342,590		98,580,082
Investments in Land Held for Development	43,765,333		43,751,713
Operating Company and Other Net Current Assets	11,942,825		5,574,966
Cash and Cash Equivalents	50,216,487		26,338,551
Secured Real Estate Financing	(1,268,258,410)		(1,313,707,873)
Subordinated Unsecured Notes	(41,358,000)		(41,733,000)
Preferred Equity	(213,680,659)		(211,929,978)
Convertible Preferred Equity	(8,573,296)		(4,436,116)
Accrued Performance Participation Allocation	—		—
Net Asset Value	$	811,615,797	$	828,244,310
Fully-diluted Shares/Units Outstanding	63,340,353		63,575,854
* Presented as adjusted for our economic ownership percentage in each asset.

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of February 29, 2024 and January 31, 2024:

	Class
	T		D		I		A		OP(1)		Total
As of February 29, 2024
Monthly NAV	$	49,597,849	$	2,631,831	$	57,165,317	$	291,291,901	$	410,928,899	$	811,615,797
Fully-diluted Outstanding Shares/Units	3,870,730		205,394		4,461,312		22,733,086		32,069,831		63,340,353
NAV per Fully-diluted Share/Unit	$	12.8136	$	12.8136	$	12.8136	$	12.8136	$	12.8136
As of January 31, 2024
Monthly NAV	$	50,446,540	$	2,660,192	$	57,237,629	$	299,585,171	$	418,314,778	$	828,244,310
Fully-diluted Outstanding Shares/Units	3,872,265		204,196		4,393,548		22,996,093		32,109,752		63,575,854
NAV per Fully-diluted Share/Unit	$	13.0277	$	13.0277	$	13.0277	$	13.0277	$	13.0277
(1) Includes the partnership interests of our Operating Partnership held by High Traverse Holdings, an entity beneficially owned by Daniel Shaeffer, Chad Christensen, Gregg Christensen and Eric Marlin and other Operating Partnership interests, including LTIP Units as described above, held by parties other than us.

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Set forth below are the weighted averages of the key assumptions that were used by the Independent Appraisal Firms in the discounted cash flow methodology used in the February 29, 2024, valuations of our real property assets, based on property types.

	Discount Rate	Exit Capitalization Rate
Operating Assets	6.80%	5.49%
Development Assets	6.82%	5.25%
* Presented as adjusted for our economic ownership percentage in each asset, weighted by gross value. The weighted averages were calculated by our advisor based on the information provided by the Independent Appraisal Firms.

A change in these assumptions would impact the calculation by the Independent Appraisal Firms of the value of our operating and development assets. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our operating and development asset values:

Sensitivities	Change	Operating Asset Values	Development Asset Values
Discount Rate	0.25% decrease	2.3%	4.4%
	0.25% increase	(2.3)%	(0.4)%
Exit Capitalization Rate	0.25% decrease	3.2%	6.0%
	0.25% increase	(2.8)%	(1.8)%
* Presented as adjusted for our economic ownership percentage in each asset.

Declaration of Distributions

On March 15, 2024, our board of directors declared a distribution for the month of March of $0.06083333, or $0.73 annually, reduced for any class-specific expense allocated to the class, for each class of our common stock to holders of record on March 31, 2024, to be paid in April 2024.

Experts

The statements included in this supplement under “February 29, 2024 NAV Calculation,” relating to the role of Altus Group U.S. Inc. have been reviewed by Altus Group U.S. Inc., an independent valuation advisor, and are included in this supplement given the authority of such firm as experts in real estate valuations. Altus Group U.S. Inc. does not admit that it is in the category of persons whose consent is required under Section 7 of the Securities Act.

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