Innovative Industrial keeps $336.9M stock capacity

Rhea-AI Filing Summary

Innovative Industrial Properties, Inc. (IIPR) is continuing an at-the-market offering of its common stock and 9.00% Series A Cumulative Redeemable Preferred Stock with an aggregate offering price of up to $500,000,000 under existing shelf registration materials. Sales are made from time to time through multiple equity distribution agreements with designated sales agents and, in some cases, forward sellers and forward purchasers.

As of this supplement, the company has sold 859,497 common shares and 5,066,082 Series A Preferred shares, leaving a remaining aggregate offering amount of approximately $336.9 million. Huntington Securities, Inc. has been added as a sales agent, forward seller and forward purchaser, and the agreement with Jefferies LLC has been terminated. The company operates as a REIT and applies a 9.8% ownership limit on common or total capital stock to help maintain REIT qualification.

Key Figures

Aggregate offering price: $500,000,000 Common stock sold: 859,497 shares Series A Preferred Stock sold: 5,066,082 shares +5 more

8 metrics

Aggregate offering price $500,000,000 Maximum total for common and Series A Preferred Stock under the equity distribution agreements

Common stock sold 859,497 shares Shares of common stock sold through the equity distribution agreements as of this supplement

Series A Preferred Stock sold 5,066,082 shares Shares of 9.00% Series A Cumulative Redeemable Preferred Stock sold as of this supplement

Remaining aggregate offering amount $336.9 million Approximate capacity still available for offer and sale under the ATM program

Common stock last sale price $56.31 per share Last reported sale price on the NYSE for IIPR on August 28, 2026

Series A Preferred last sale price $25.02 per share Last reported sale price on the NYSE for IIPRPrA on August 28, 2026

Series A dividend rate 9.00% Cumulative dividend rate on the Series A Cumulative Redeemable Preferred Stock

Series A liquidation preference $25.00 per share Liquidation preference per share for the Series A Preferred Stock

Key Terms

equity distribution agreement, forward purchaser, Cumulative Redeemable Preferred Stock, liquidation preference, +2 more

6 terms

equity distribution agreement financial

"pursuant to separate equity distribution agreements with each of BTIG, LLC, Jefferies LLC, Piper Sandler & Co."

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

forward purchaser financial

"acting in their capacities as sales agents (“Sales Agents”) and, in certain cases, in their capacities as forward sellers (“Forward Sellers”) or forward purchasers"

A forward purchaser is an investor or firm that signs an agreement to buy a security or asset at a set price on a specified future date, similar to pre-ordering a product today to receive it later. It matters to investors because the contract locks in a future purchase price and creates a binding commitment that can change a company’s future ownership, available shares, or cash flow; if market prices move, the forward purchaser’s gain or loss is determined by that pre-agreed price rather than current market swings.

Cumulative Redeemable Preferred Stock financial

"9.00% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share)"

Cumulative redeemable preferred stock is a type of investment that gives shareholders priority over common stockholders to receive dividends and get their money back if the company is sold or closes. If the company misses dividend payments, it must pay them later before any dividends can go to other shareholders. This makes it a more secure and flexible option for investors seeking steady income with some ability to redeem their shares in the future.

liquidation preference financial

"9.00% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share)"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

real estate investment trust financial

"We have elected to be taxed as a real estate investment trust for U.S. federal income tax purposes"

A real estate investment trust (REIT) is a company that owns and manages income-producing properties—like apartment buildings, shopping centers, offices, or warehouses—and is required to pass most of its rental income to shareholders as dividends. Think of it as a shared property owner: instead of buying a whole building, investors buy a slice of a portfolio that pays regular income and can offer exposure to property values and rental markets without direct management. REITs matter to investors for predictable income, diversification, and liquidity compared with owning physical real estate.

ownership limit financial

"including, subject to certain exceptions, a 9.8% ownership limit of our common stock or capital stock"

Offering Details

ATM

Offering

Offering Type ATM

FAQ

What is IIPR registering in this 424B5 supplement?

Innovative Industrial Properties, Inc. is maintaining an at-the-market program to offer and sell shares of its common stock and 9.00% Series A Cumulative Redeemable Preferred Stock having an aggregate offering price of up to $500,000,000 under existing equity distribution agreements.

How much capacity remains under IIPR's $500 million ATM program?

After selling 859,497 common shares and 5,066,082 Series A Preferred shares, Innovative Industrial Properties reports a remaining aggregate offering amount of approximately $336.9 million available for offer and sale under the equity distribution agreements.

Which sales agents are involved in IIPR's ATM offering?

Sales are made through equity distribution agreements with BTIG, LLC, Piper Sandler & Co., Roth Capital Partners, LLC, Stifel, Nicolaus & Company, Incorporated, A.G.P./Alliance Global Partners, and, as of August 31, 2026, Huntington Securities, Inc. Jefferies LLC’s agreement has been terminated.

What are the NYSE trading symbols and recent prices for IIPR securities?

Innovative Industrial Properties’ common stock trades on the NYSE under IIPR, with a last reported sale price of $56.31 on August 28, 2026. Its Series A Preferred Stock trades under IIPRPrA with a last reported sale price of $25.02 on the same date.

What key terms apply to IIPR's Series A Preferred Stock?

The Series A Preferred Stock carries a 9.00% cumulative dividend rate and a $25.00 per share liquidation preference. It is listed on the NYSE under the symbol IIPRPrA and is subject to ownership and transfer restrictions designed to support REIT qualification.

What ownership limits apply to IIPR shares due to its REIT status?

Innovative Industrial Properties has elected REIT status for U.S. federal income tax purposes and imposes, subject to certain exceptions, a 9.8% ownership limit on its common stock or capital stock to help maintain REIT qualification, with detailed restrictions described in its prospectus materials.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/01/2026 - 06:01 AM Accepted by SEC EDGAR 08/31/2026 - 05:33 PM Learn about SEC filing dates

As filed pursuant to Rule 424(b)(5)

Registration No. 333-285148

Supplement No. 3 dated August 31, 2026

To prospectus supplement dated February 26, 2025

As supplemented by Supplement No. 1 dated May 13, 2025

and Supplement No. 2 dated May 22, 2026

(To Prospectus dated February 21, 2025)

INNOVATIVE INDUSTRIAL PROPERTIES, INC.

$500,000,000

Common Stock

9.00% Series A Cumulative Redeemable Preferred Stock

(Liquidation Preference $25.00 per share)

This supplement is being filed to supplement certain information in the prospectus supplement dated and filed with the Securities and Exchange Commission on February 26, 2025, as supplemented by Supplement No. 1 dated May 13, 2025 and Supplement No. 2 dated May 22, 2026 (collectively, the “Prospectus Supplement”), and the base prospectus dated February 21, 2025 (the “Prospectus”), pursuant to separate equity distribution agreements with each of BTIG, LLC, Jefferies LLC, Piper Sandler & Co. and Roth Capital Partners, LLC (or their respective affiliates or agents), dated May 24, 2024, and Stifel, Nicolaus & Company, Incorporated and A.G.P./Alliance Global Partners (or their respective affiliates or agents), dated May 13, 2025, acting in their capacities as sales agents (“Sales Agents”) and, in certain cases, in their capacities as forward sellers (“Forward Sellers”) or forward purchasers (“Forward Purchasers”), in each case as described in the Prospectus Supplement, relating to the offer and sale, from time to time, of shares of our common stock, par value $0.001 per share (“common stock”), and shares of our 9.00% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), having an aggregate offering price of up to $500,000,000. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Prospectus Supplement. This supplement should be read in conjunction with the Prospectus Supplement and the accompanying Prospectus. Except as set forth herein, the Prospectus Supplement remains unchanged.

On August 31, 2026, (i) we entered into an equity distribution agreement with Huntington Securities, Inc. (“Huntington”), to add Huntington (or its affiliates or agents) as an additional Sales Agent, Forward Seller and Forward Purchaser and (ii) the equity distribution agreement with Jefferies LLC was terminated. Accordingly, no further sales will be made through Jefferies LLC pursuant to the Prospectus Supplement and any reference to the terms “Sales Agent(s),” “Forward Seller(s)” or “Forward Purchaser(s)” in the Prospectus Supplement shall hereafter be deemed to include Huntington and exclude Jefferies LLC.

As of the date of this supplement, we have sold 859,497 shares of common stock and 5,066,082 shares of our Series A Preferred Stock through the equity distribution agreements, leaving a remaining aggregate offering amount of approximately $336.9 million available for offer and sale under the equity distribution agreements pursuant to this supplement, the Prospectus Supplement and the accompanying Prospectus.

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “IIPR.” On August 28, 2026, the last reported sale price of our common stock on the NYSE was $56.31 per share. Our Series A Preferred Stock is listed on the NYSE under the symbol “IIPRPrA.” On August 28, 2026, the last reported sale price of our Series A Preferred Stock on the NYSE was $25.02 per share.

We have elected to be taxed as a real estate investment trust for U.S. federal income tax purposes (“REIT”), commencing with our taxable year ended December 31, 2017. The offered shares are subject to restrictions on ownership and transfer that are intended, among other purposes, to assist us in maintaining our qualification as a REIT, including, subject to certain exceptions, a 9.8% ownership limit of our common stock or capital stock. See “Description of Capital Stock—Restrictions on Ownership and Transfer” in the accompanying Prospectus and “Description of Series A Preferred Stock—Restrictions on Ownership and Transfer” in the Prospectus Supplement.

Investing in the offered shares involves a high degree of risk. You should purchase the offered shares only if you can afford a complete loss of your investment. Before making a decision to invest in the offered shares, you should carefully consider the “Risk Factors” beginning on page S-9 of the Prospectus Supplement and on page 6 of the accompanying Prospectus, as well as the risks described under the section entitled “Risk Factors” included in our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other documents filed by us with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this supplement, the Prospectus Supplement and the accompanying Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

BTIG Piper Sandler Roth Capital
Partners Stifel A.G.P. Huntington
Capital
Markets

The date of this supplement is August 31, 2026.