Item 3.02 Unregistered Sales of Equity Securities.
Preferred Offering
On September 19, 2023, Cottonwood Communities, Inc. (the "Company") launched a best-efforts private placement offering exempt from registration pursuant to Rule 506(b) of Regulation D of the Securities Act pursuant to which it is offering a maximum of $150,000,000 in shares of its Series A Convertible Preferred Stock to accredited investors (the "Private Offering") at a purchase price of $10.00 per share. The exemption is available to the Company because the shares are being offered and sold solely to accredited investors without the use of general solicitation.
Sales of Series A Convertible Stock
During the period from January 27, 2026 through February 1, 2026, we issued and sold 526,874 shares of Series A Convertible Preferred Stock in the Series A Convertible Private Offering and received aggregate proceeds of $5,090,000. In connection with the sale of these shares in the Series A Convertible Private Offering, we paid aggregate selling commissions of $196,500 and placement fees of $102,930. As of February 1, 2026, there were 12,674,949 shares of Series A Convertible Preferred Stock outstanding.