The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001692951
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Cottonwood Communities, Inc.
Jurisdiction of Incorporation/Organization
MARYLAND
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Cottonwood Communities, Inc.
Street Address 1 Street Address 2
1245 BRICKYARD RD. SUITE 250
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
SALT LAKE CITY UTAH 84106 801-278-0700

3. Related Persons

Last Name First Name Middle Name
Christensen Gregg
Street Address 1 Street Address 2
1245 Brickyard Rd., Suite 250
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84106
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Legal Officer and Secretary
Last Name First Name Middle Name
Shaeffer Daniel
Street Address 1 Street Address 2
1245 Brickyard Rd., Suite 250
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84106
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Chief Executive Officer
Last Name First Name Middle Name
Christensen Chad
Street Address 1 Street Address 2
1245 Brickyard Rd., Suite 250
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84106
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Executive Chairman of the Board
Last Name First Name Middle Name
Cassinis Enzio
Street Address 1 Street Address 2
1245 Brickyard Rd., Suite 250
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84106
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

President
Last Name First Name Middle Name
Larson Adam
Street Address 1 Street Address 2
1245 Brickyard Rd., Suite 250
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84106
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Financial Officer
Last Name First Name Middle Name
Rand Glenn
Street Address 1 Street Address 2
1245 Brickyard Rd., Suite 250
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84106
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Operating Officer
Last Name First Name Middle Name
Hallenberg Susan
Street Address 1 Street Address 2
1245 Brickyard Rd., Suite 250
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84106
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Accounting Officer and Treasurer
Last Name First Name Middle Name
Hanks Stan
Street Address 1 Street Address 2
1245 Brickyard Rd., Suite 250
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84106
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Development Officer
Last Name First Name Middle Name
Marlin Eric
Street Address 1 Street Address 2
1245 Brickyard Rd., Suite 250
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84106
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President, Capital Markets
Last Name First Name Middle Name
Fredenberg Paul
Street Address 1 Street Address 2
1245 Brickyard Rd., Suite 250
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84106
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Investment Officer
Last Name First Name Middle Name
Gardner Jonathan
Street Address 1 Street Address 2
1245 Brickyard Rd., Suite 250
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84106
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Lunt John
Street Address 1 Street Address 2
1245 Brickyard Rd., Suite 250
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84106
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
White Philip
Street Address 1 Street Address 2
1245 Brickyard Rd., Suite 250
City State/Province/Country ZIP/PostalCode
Salt Lake City UTAH 84106
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
X REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
X Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
X Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2025-01-17    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

X Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $25,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Orchard Securities, LLC 133378
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
365 Garden Grove Lane, Suite 100
City State/Province/Country ZIP/Postal Code
Pleasant Grove UTAH 84062
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
David Stewart Silberg 1970484
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Aegis Capital Corp. 9015007
Street Address 1 Street Address 2
1305 Walt Whiteman Rd Suite 120
City State/Province/Country ZIP/Postal Code
Melville NEW YORK 11747
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
CONNECTICUT
FLORIDA
GEORGIA
NEW JERSEY
NEW YORK
OKLAHOMA
PENNSYLVANIA
TEXAS
VIRGINIA
Recipient
Recipient CRD Number    None
Stephen John Ferencik 3126037
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Arkadios Capital 9282710
Street Address 1 Street Address 2
2827 PEACHTREE RD NE, SUITE 510
City State/Province/Country ZIP/Postal Code
ATLANTA GEORGIA 30305
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
DELAWARE
FLORIDA
GEORGIA
MICHIGAN
MISSOURI
NEW YORK
NORTH CAROLINA
OHIO
SOUTH CAROLINA
TEXAS
VERMONT
VIRGINIA
Recipient
Recipient CRD Number    None
Ausdal Financial Partners Inc. 7995
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5187 Utica Ridge Rd
City State/Province/Country ZIP/Postal Code
Davenport IOWA 52807
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
BERTHEL, FISHER & COMPANY FINANCIAL 13609
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4201 42nd Street NE Suite 100
City State/Province/Country ZIP/Postal Code
Cedar Rapids IOWA 52402
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
CAMBRIDGE INVESTMENT RESEARCH INC 39543
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1776 Pleasant Plain Rd.
City State/Province/Country ZIP/Postal Code
Fairfield IOWA 52556
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
CENTAURUS FINANCIAL INC 30833
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2300 E. KATELLA AVENUE SUITE #200
City State/Province/Country ZIP/Postal Code
ANAHEIM CALIFORNIA 92806
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
CONCORDE INVESTMENT SERVICES LLC 151604
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3909 Research Park Drive, Suite 200
City State/Province/Country ZIP/Postal Code
Ann Arbor MICHIGAN 48108
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Lisa Bileydi 4371534
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
IDB CAPITAL CORP 106032
Street Address 1 Street Address 2
1114 Avenue of the Americas
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10036
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
DISTRICT OF COLUMBIA
FLORIDA
NEW JERSEY
NEW YORK
OREGON
TEXAS
VIRGINIA
Recipient
Recipient CRD Number    None
INDEPENDENT FINANCIAL GROUP LLC 7717
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
12671 High Bluff Drive, Suite 200
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92130
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
KOVACK SECURITIES INC 44848
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
6451 N. Federal Hwy. Suite 1201
City State/Province/Country ZIP/Postal Code
Ft. Lauderdale FLORIDA 33308
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
MADISON AVENUE SECURITIES LLC 23224
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
13500 Evening Creek Dr N #555
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92128
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
NATIONWIDE PLANNING ASSOCIATES INC 31029
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
32-16 Broadway Ave, 2nd Floor
City State/Province/Country ZIP/Postal Code
Fair Lawn NEW JERSEY 07410
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
PUERTO RICO
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WISCONSIN
WYOMING
Recipient
Recipient CRD Number    None
REED MICHAEL O'BRIEN 2123928
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
REALTA EQUITIES, INC 23769
Street Address 1 Street Address 2
1853 William Penn Way Suite 19
City State/Province/Country ZIP/Postal Code
Lancasater PENNSYLVANIA 17601
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW JERSEY
PENNSYLVANIA
Recipient
Recipient CRD Number    None
SANCTUARY SECURITIES, INC 205
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1450 BRICKELL AVENUE SUITE 2610
City State/Province/Country ZIP/Postal Code
MIAMI FLORIDA 33131
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
THE STRATEGIC FINANCIAL ALLIANCE INC 126514
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2200 CENTURY PARKWAY SUITE 500
City State/Province/Country ZIP/Postal Code
ATLANTA GEORGIA 30345
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
UNITED PLANNERS' FINANCIAL SERVICES 20804
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
7333 E. DOUBLETREE RANCH ROAD #120
City State/Province/Country ZIP/Postal Code
SCOTTSDALE ARIZONA 85258-2023
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $150,000,000 USD
or    Indefinite
Total Amount Sold $32,650,722 USD
Total Remaining to be Sold $117,349,278 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
378

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $13,875,000 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Cottonwood Communities, Inc. /s/ Gregg Christensen Gregg Christensen Chief Legal Officer and Secretary 2026-01-22

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.