Cottonwood Lifts Series A Preferred Cap to $200M as Latest Round Adds $2.6M

With 13.1 million Series A shares now outstanding, the higher ceiling keeps a program open that was closing in on its original limit.

August 24, 2026

Cottonwood Communities has expanded its Series A convertible preferred stock private placement to a maximum of $200 million, a $50 million increase over the ceiling the multifamily REIT carried in its earlier disclosures, and it sold another 267,290 shares in the program during the second half of August.

The Series A offering launched in September 2023 and is sold under Rule 506(b) of Regulation D, restricted to accredited investors and conducted without general solicitation, at a stated purchase price of $10.00 per share. Lifting the ceiling rather than closing the program and launching a successor series lets Cottonwood keep an established set of terms and an existing distribution channel in market, and it removes the prospect of the offering running up against its limit while subscriptions are still arriving.

The latest round

Sales covering August 12 through August 20 produced:

• aggregate proceeds of $2,599,000 on 267,290 shares;
• selling commissions of $96,500 and placement fees of $68,531;
• 13,102,608 Series A convertible preferred shares outstanding as of August 20, up from roughly 12.4 million reported in mid-April.

Three programs running at once

The Series A program runs alongside Cottonwood’s separate Series 2025 preferred offering, which carries its own $150 million ceiling and most recently reported a $2.54 million round in mid-May, and alongside the REIT’s public common stock offering. Preferred stock sold in periodic private placements to accredited investors accounted for $438.9 million of capital raised as of June 30, 2026, running slightly ahead of what the REIT has raised from common stock across its public offerings.

That balance is the part worth watching. The preferred series rank ahead of common shareholders, and the Series A carries a conversion feature into common stock. A growing preferred balance both enlarges the claim that sits in front of common holders and builds a future source of common share issuance.

Cottonwood Communities is a non-traded, NAV-based perpetual-life REIT investing in multifamily apartment communities and related assets. It is incorporated in Maryland and operates from Utah, is externally managed by an affiliate of sponsor Cottonwood Communities Advisors, and holds its assets through operating partnership Cottonwood Residential O.P. Its preferred stock is not listed on any exchange. President Enzio Cassinis signed the disclosure.