Cottonwood Communities, Inc.

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 currently offering a maximum of $200,000,000 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 June 23, 2026 through July 13, 2026, we issued and sold 216,537 shares of Series A Convertible Preferred Stock in the Series A Convertible Private Offering and received aggregate proceeds of $2,114,000. In connection with the sale of these shares in the Series A Convertible Private Offering, we paid aggregate selling commissions of $83,690 and placement fees of $58,433. As of July 13, 2026, there were 12,631,486 shares of the Company’s Series A Convertible Preferred Stock outstanding.