---
schema_version: "secwatch.filing_event.v1"
accession: "0001692951-23-000171"
form_type: "8-K"
ticker: null
cik: "0001692951"
company_name: "Cottonwood Communities, Inc."
filed_at: "2023-09-22T23:59:59+00:00"
generated_at: "2026-06-10T09:43:24.621262+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Cottonwood Communities launches up to 15M share Series A convertible preferred offering at $10 with 8% dividend

## Summary
- Offering up to 15M shares of Series A convertible preferred at $10/share to accredited investors, best-efforts basis.
- 8% annual cumulative dividend ($0.80/share) payable monthly; convertible to Class I common after 5 years (holder) or 2 years (company).
- Company may redeem after Sep 1, 2024 at $10 plus accrued dividends; conversion capped at 150M Class I shares.
- Managing broker dealer gets up to 6% selling commissions plus 3% placement fee; total selling expenses capped at 9% of proceeds.
- Operating partnership and advisory agreements amended to mirror preferred units and include preferred stock in NAV for management fee.

## SEC filing metadata
- accession: 0001692951-23-000171
- form_type: 8-K
- cik: 0001692951
- company_name: Cottonwood Communities, Inc.
- filed_at: 2023-09-22T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1692951/000169295123000171/0001692951-23-000171-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1692951/000169295123000171/cci-20230918.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001692951-23-000171
- JSON: https://secwatch.observer/filing/0001692951-23-000171.json
- Plain text: https://secwatch.observer/filing/0001692951-23-000171.txt

## Key facts
- Governance Changes
  Cottonwood Communities, Inc.: Articles Supplementary designating Series A Convertible Preferred Stock filed, setting rights, preferences, and privileges (effective 2023-09-18).
  - Change: charter amendment
  - Effective: 2023-09-18
  source text: On September 18, 2023, the Company filed the Series A Convertible Preferred Stock Articles Supplementary with the SDAT designating the rights, preferences and privileges of the Series A Convertible Preferred Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1692951/000169295123000171/0001692951-23-000171-index.htm
- Material Agreements
  Cottonwood Communities, Inc. entered into Managing Broker Dealer Agreement with unaffiliated third party valued at Selling commissions up to 6% of gross offering proceeds; placement fee up to 3% of Total Sales; aggr (effective 2023-09-19).
  - Action: entry
  - Counterparty: unaffiliated third party
  - Value: Selling commissions up to 6% of gross offering proceeds; placement fee up to 3% of Total Sales; aggr
  - Effective: 2023-09-19
  source text: On September 19, 2023, Cottonwood Communities, Inc. (the “Company,” “we,” “our,” or “us”) entered a managing broker dealer agreement (the “Managing Broker Dealer Agreement”), to be effective as of September 19, 2023, with an unaffiliated third party to act as the managing broker dealer in connection with the Company’s offering of up to 15,000,000 shares of Series A convertible preferred stock of the Company, par value $0.01 per share, (the “Series A Convertible Preferred Stock”) on a best-efforts basis.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1692951/000169295123000171/0001692951-23-000171-index.htm
- Material Agreements
  Cottonwood Communities, Inc. amended Seventh Amendment to the Sixth Amended and Restated Limited Partnership Agreement of the Operating Partnership with Cottonwood Residential O.P., LP valued at Created a series of convertible preferred units (Series A Convertible Preferred Units) mirroring the (effective 2023-09-19).
  - Action: amendment
  - Agreement: collaboration
  - Counterparty: Cottonwood Residential O.P., LP
  - Value: Created a series of convertible preferred units (Series A Convertible Preferred Units) mirroring the
  - Effective: 2023-09-19
  source text: On September 19, 2023, in connection with the Private Offering, the Company, as the sole member of the sole general partner of Cottonwood Residential O.P., LP, the operating partnership subsidiary for the Company (the “Operating Partnership”), executed the Seventh Amendment to the Sixth Amended and Restated Limited Partnership Agreement of Operating Partnership (the “OP Agreement”) to be effective as of September 19, 2023, among other things, creating a series of convertible preferred units (the “Series A Convertible Preferred Units”) that mirror the rights and preferences of the Series A Convertible Preferred Stock, as described below in
  evidence_url: https://www.sec.gov/Archives/edgar/data/1692951/000169295123000171/0001692951-23-000171-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.