MILWAUKEE – Mandel Group, Inc. (“Mandel”) has agreed to merge a portion of its multifamily
portfolio with Cottonwood Communities, Inc. (“Cottonwood”), a Salt Lake City-based,
multifamily sector-focused, real estate investment trust. Specifically, 13 Mandel-owned and
operated properties, valued at over $600 million will be merged with Cottonwood’s portfolio in
exchange for units in the Cottonwood operating partnership and cash.
As part of this transaction, both Mandel and Cottonwood will merge their property management
platforms. The combined management company will manage all Mandel assets, including Mandel
properties not part of this transaction and others currently under development.
The merger transactions for twelve properties are expected to be completed in the coming months,
subject to lender approvals, approval of the mergers by the members of the property-owning
entities, as well as other closing conditions. The membership interests in one property were
acquired at the end of July.
Following the transactions, Mandel will continue to operate as an independent, privately held real
estate development and asset management company. It will retain ownership and asset
management of approximately $900 million of assets and will continue to actively pursue existing
and new development opportunities where it can create best-in-class apartment communities.
After the completion of the transactions, Cottonwood will own $3.3 billion in assets, including
13,400 apartments in 16 states and 21 markets. In addition, Cottonwood will provide property
management for an additional 2,346 multifamily units.
“This transaction brings together two organizations with complementary cultures and core values
and a shared commitment to acquiring, developing and managing exceptional multifamily
communities,” said Barry Mandel, chairman and CEO of Mandel. “By combining a significant
portion of our portfolio and our management operations with Cottonwood, we’re creating a
platform with greater scale, enhanced operational capabilities and geographic diversity in high growth metropolitan markets.”
“This partnership with the Mandel Group accomplishes our objective of growth and expansion in
the best possible way” said Daniel Shaeffer, CEO of Cottonwood. “This transaction not only adds
high-quality properties to the combined portfolio but also brings many talented and well-trained
people to our team. We are delighted about both the financial advantages and the cultural and other
intangible benefits these transactions produce for both Cottonwood and Mandel.”
Barry Mandel will join Cottonwood’s advisory board as part of the transaction. All of Mandel’s
site associates, and nearly all of Mandel’s corporate management group, will be retained by the
newly merged entity.
Additional information regarding the merger agreements, the mergers and the other transactions
contemplated is included in a Current Report on Form 8-K filed by Cottonwood with the SEC on
September 4, 2026.
About Mandel Group
Mandel Group, Inc. is a national award‐winning builder and developer headquartered in
Milwaukee. Founded in 1991, Mandel Group has developed or transacted over $2.4 billion of
residential and commercial real estate development and acquisition activity in the metropolitan
Milwaukee area as well as select Midwestern markets. Among its developments are East Pointe,
a 9‐block redevelopment of a vacant freeway corridor north of Milwaukee’s CBD; University Club
Tower, a 37 story, $100+ million high rise luxury condominium tower on Milwaukee’s lakefront;
and The North End, a $140 million, multi‐phased mixed‐use neighborhood on the site of the former
US Leather Tannery. Further information is available at www.mandelgroup.com.
About Cottonwood Communities
Cottonwood Communities, Inc. is a publicly registered, non-traded, net asset value (NAV)-based
perpetual life real estate investment trust focused exclusively on the multifamily sector. As of June
30, 2026, Cottonwood had a portfolio of $2.7 billion in total assets, with a total of 48 multifamily
investments operating in 18 U.S. markets representing over 12,600 multifamily units, including
11,141 units from operating properties, 198 units from development properties and 1,307 units
associated with structured real estate investments in which Cottonwood does not own the
underlying real estate. Cottonwood’s sponsor, Cottonwood Communities Advisors, LLC, together
with its affiliates and predecessors, has operated as a fully integrated multifamily real estate
platform since 2004, and its management team brings more than 250 years of combined industry
experience. Headquartered in Salt Lake City, Utah, Cottonwood invests in a diverse portfolio of
stabilized multifamily apartment communities and multifamily real estate-related assets
throughout the United States.
Advisors
Jones Lang LaSalle Securities, LLC is acting as financial advisor to Mandel on both the mergers
of its multifamily portfolio and its property management platform. Robert A. Stanger & Co., Inc.
is acting as financial advisor to the property-owning entities. DLA Piper LLP (US) is acting as
legal counsel to Cottonwood. Proskauer Rose LLP and Foley & Lardner LLP are acting as legal
counsel to the property-owning entities and Mandel.
ADDITIONAL INFORMATION ABOUT THE TRANSACTIONS
In connection with the proposed transactions, Cottonwood Residential O.P., LP (“CROP), the
operating partnership of Cottonwood, will prepare and distribute a private placement
memorandum (“PPM”) that will include a consent solicitation of the members of the propertyowning entities (the “Solicitation Materials”). The PPM and the Solicitation Materials will be
provided to the members of the property-owning entities and will contain important information
about the transactions and related matters. This communication is not a substitute for the PPM and
the Solicitation Materials or any other documents that will be made available to the members of
the property-owning entities. MEMBERS OF THE PROPERTY-OWNING ENTITIES ARE
URGED TO READ THE PPM AND THE SOLICITATION MATERIALS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT
DOCUMENTS MADE AVAILABLE BY MANDEL OR CROP CAREFULLY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT CROP, MANDEL AND THE PROPOSED TRANSACTIONS.
NO OFFER OR SOLICITATION
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any
securities.
FORWARD-LOOKING STATEMENTS
This communication contains statements regarding proposed transactions between Cottonwood
and Mandel, which, among other statements, constitute “forward-looking statements,” as such
term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by
the safe harbor provided by the same. Forward-looking statements, which are based on
management’s current expectations and beliefs describe future plans, strategies and expectations
of Cottonwood and are generally identifiable by use of the words “believe,” “expect,” “intend,”
“anticipate,” “estimate,” “project,” or other similar expressions. These statements are subject to a
number of risks and uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements; no assurance can be given that these expectations
will be attained. Factors that could cause actual results to differ materially from these expectations
include, but are not limited to: (i) the risk that the transactions will not be consummated within the
expected time period or at all, (ii) the occurrence of any event, change or other circumstances that
could give rise to the termination of any or all of the agreements entered in connection with the
transactions, (iii) the inability to obtain the approval of the members of the property-owning
entities or the failure to satisfy the other conditions to closing of the transactions, (iv) risks related
to disruption of management’s attention from the ongoing business operations due to the
transactions, (v) unanticipated difficulties or expenditures relating to the transactions,
(vi) adjustments to the merger consideration prior to or after the closing of the transactions,
(vii) availability of suitable investment opportunities, (viii) changes affecting the real estate
industry and changes in financial markets and interest rates, (ix) changes in market demand for
rental apartment homes and pricing pressures that could limit the ability to lease units or increase
rents or that could lead to declines in occupancy and rent levels, (x) the availability and terms of
financing, (xi) general economic conditions, (xii) legislative and regulatory changes that could
adversely affect the business of Cottonwood, and (xiii) other risks and factors, including those set
forth in the “Risk Factors” section of Cottonwood’s most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q filed with the SEC, copies of which are available on the SEC’s
website, www.sec.gov. Cottonwood undertakes no obligation to update or revise any forwardlooking statements for revisions or changes after the date of this communication, except as required
by law.
