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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): September 28, 2026
Innovative Industrial
Properties, Inc.
(Exact name
of registrant as specified in its charter)
| Maryland |
|
001-37949 |
|
81-2963381 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
No.) |
|
(I.R.S.
Employer
Identification
No.) |
1389 Center
Drive, Suite 200
Park City, Utah
84098
(Address of
principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (858) 997-3332
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities Registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
IIPR |
|
New York Stock Exchange |
| |
|
|
|
|
| Series A Preferred Stock, par value $0.001 per share |
|
IIPR-PA |
|
New York Stock Exchange |
Item 1.01 Entry into a Material Definitive Agreement.
Sixth Amendment to Amended and Restated Mezzanine Loan Agreement
On September 28, 2026 (the “Closing Date”),
Innovative Industrial Properties, Inc. (the “Company”) through IIP Life Science Investments II LLC (“IIP Life
Science II”), a wholly owned subsidiary of IIP Operating Partnership, LP, the Company’s operating partnership, entered
into the Sixth Amendment (the “Sixth Amendment”) to Amended and Restated Mezzanine Loan and Security Agreement, dated
as of September 30, 2025 (as previously amended, the “Loan Agreement”), by and among IQHQ-Alewife Holdings, LLC, a
Delaware limited liability company (the “Borrower”), the administrative agent thereunder (the “Administrative
Agent”), IIP Life Science II, as a lender, and the existing mezzanine lender party thereto, which, together with certain agreements
entered into in connection therewith, collectively sets forth the terms and conditions of the transactions pursuant to which the parties
have agreed to:
| · | increase the maximum principal amount of the mezzanine loan under the Loan Agreement (the “Loan”) by $267.0 million
(the “Loan Increase”), bringing the total maximum principal amount of the Loan to $400.0 million, with IIP Life Science
II providing up to $245.0 million under a new Mezzanine Promissory Note B (“Note B”) and the existing mezzanine lender
providing up to $22.0 million under a new Mezzanine Promissory Note C (“Note C”); and |
| · | enter into related agreements, including the Co-Lender Agreement, the Right of First Offer for Purchase or Finance
of Alewife Park Center (the “ROFO”), and an amendment to an intercreditor agreement. |
The Borrower is a wholly owned subsidiary of IQHQ,
LP, a Delaware limited partnership, which is the operating partnership of IQHQ, Inc., a Maryland corporation (“IQHQ”).
On the Closing Date, IIP Life Science II funded
an initial advance under Note B (the “September Loan Advance”) in an aggregate amount of approximately $111.0 million,
the proceeds of which were used to repay in full the Borrower’s existing $85.0 million bridge loan, together with accrued interest,
fees, minimum return payment and other amounts due thereunder. A portion of the Note B and Note C Loan Increase proceeds were also used
to pay closing fees, costs and expenses, including origination and underwriting fees paid to each increasing lender. Note C was also used
to fund the payment of an extension fee to the existing mezzanine lender to extend the maturity date of the Loan Agreement from February
2027 to February 2028. Subject to the terms and conditions of the Loan Agreement, the remaining unfunded amounts under Note B and Note
C are available for debt service, and fees, costs and expenses, and the remaining unfunded amounts under Note B may, subject to satisfaction
or waiver of conditions precedent set forth in the Loan Agreement, including requirements relating to construction budgets, draw requests,
and the absence of defaults, be used to fund tenant improvement work, landlord work and campus amenity, outdoor and infrastructure work
related to certain leases by Lila Sciences, Inc. of premises at Alewife Park, a master-planned, transit-oriented life science campus located
on approximately 27 acres in West Cambridge, Massachusetts (the “Alewife Park Property”).
The Loan is secured by a pledge of the Borrower’s
limited liability company interests in IQHQ-Alewife Member, LLC and a pledge by IQHQ-Alewife Member, LLC of its limited liability company
interests in IQHQ-Alewife, LLC (the “Mortgage Borrower”), the fee owner of the Alewife Park Property. The Loan also
receives the benefit of a completion guaranty, an environmental guaranty and a guaranty of recourse obligations by IQHQ, LP.
The Loan bears interest at a rate per annum equal
to the Applicable Rate (defined below) and is calculated by multiplying the daily interest rate based on the Applicable Rate, or the default
rate if applicable, by the aggregate principal amount of the Loan and the senior mortgage loan, and then subtracting the amount of interest
actually paid by Borrower on the senior mortgage loan for the applicable period. The Applicable Rate is a per annum rate equal to the
greater of (a) 14% per annum and (b) the applicable interest rate benchmark, which is initially the one-month Term Secured Overnight Financing
Rate, plus a spread of 9.0% per annum, and which may be converted by the Administrative Agent to an alternate floating rate index or the
prime rate publicly announced by JPMorgan Chase Bank, National Association, in each case plus an adjusted spread (the “Applicable
Rate”), each as more fully described in the Loan Agreement.
The maturity date of the
Loan has been extended to February 9, 2028, pursuant to the exercise of the first extension option under the Loan Agreement, with a second
one year extension option available to the Borrower subject to the satisfaction or waiver of certain conditions set forth in the Loan
Agreement, including the extension of the maturity date of the senior mortgage loan (currently February 2027, subject to extension on
the terms and conditions therein).
The foregoing description
of the Sixth Amendment is not complete and is qualified in its entirety by reference to the full text of the Sixth Amendment, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amended and Restated Mezzanine Loan and
Security Agreement
The following
description of the Loan Agreement is provided because the Loan Agreement is the underlying agreement amended by the Sixth Amendment,
and its terms are incorporated into the Sixth Amendment, to which IIP Life Science II is a party. As a result of the Sixth
Amendment, IIP Life Science II’s rights and obligations as a lender with respect to the Loan are governed by the terms of the
Loan Agreement, as amended by the Sixth Amendment. The Company did not enter into the Loan Agreement as a separate transaction. As
originally executed, the Loan Agreement amended and restated the Mezzanine Loan and Security Agreement, dated as of January 26,
2024, pursuant to which the lenders made a loan to the Borrower in the maximum principal amount of $218.0 million. Pursuant to the
Loan Agreement, that loan was bifurcated into a senior mortgage loan in the maximum principal amount of $85.0 million and the Loan,
in an original maximum principal amount of $133.0 million with an initial maturity date of February 9, 2027. The Loan Agreement was
subsequently amended by a First Amendment dated March 31, 2026, a Second Amendment dated April 16, 2026, a Third Amendment dated
April 24, 2026, a Fourth Amendment dated May 1, 2026, and a Fifth Amendment dated May 15, 2026.
The Loan Agreement, as amended by the Sixth Amendment, provides
for a mezzanine construction loan facility to fund, among other things, the construction and development of the Alewife Park Property,
including certain tenant improvement work, landlord work and campus amenity, outdoor and infrastructure work related to certain leases
by Lila Sciences, Inc. of premises at the Alewife Park Property. Interest is calculated on a 360-day year basis on the outstanding principal
balance of the Loan plus the outstanding principal balance of the senior mortgage loan, less interest actually paid on the senior mortgage
loan and is payable monthly. The Loan is nonrecourse to the Borrower, subject to customary recourse carve-outs and guaranties provided
by IQHQ, LP, including a guaranty of recourse obligations, an environmental guaranty and a completion guaranty.
The Loan Agreement, as amended by the Sixth Amendment, contains customary representations,
warranties, affirmative and negative covenants and events of default, including special purpose entity covenants, covenants relating to
construction milestones, insurance, transfers of interests, key person requirements, and compliance with the senior mortgage loan documents.
The Loan Agreement also grants the lenders a right of first negotiation with respect to new construction loan financing for the Alewife
Park Property, and as a condition to the Loan Increase, IQHQ and certain of its affiliates executed and delivered the Right of First Offer
Agreement described below.
The Loan Agreement is subject to an intercreditor
agreement with the senior lenders under the senior mortgage loan for the Alewife Park Property (collectively, the “Senior Lenders”),
which was amended in connection with the Sixth Amendment to add IIP Life Science II as a party. The intercreditor agreement, as amended,
limits, among other things, the amount of additional mezzanine debt and extensions of maturity, and subordinates certain mezzanine enforcement
rights to those of the Senior Lenders.
The foregoing
description of the Loan Agreement is not complete and is qualified in its entirety by reference to the full text of the Loan
Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The
Loan Agreement is filed because its terms are incorporated into, and should be read together with, the Sixth Amendment, which is
filed as Exhibit 10.1.
Co-Lender Agreement
In connection with the Sixth
Amendment, on the Closing Date, the Administrative Agent, the existing mezzanine lender and IIP Life Science II entered into a Co-Lender
Agreement (the “Co-Lender Agreement”) establishing the relative rights, benefits, obligations and priorities of the
noteholders with respect to the Loan.
Under the Co-Lender Agreement,
the existing mezzanine lender serves as the Directing Mezzanine Lender (as defined in the Co-Lender Agreement) and is authorized to act
on behalf of the noteholders with respect to the Loan, subject to specified consent requirements. Certain key actions, including the purchase
of the Senior Loan, the replacement of the Senior Lenders, the cure of defaults under the Senior Loan, and the making or authorization
of advances under Note B, require the prior written consent of IIP Life Science II. In addition, IIP Life Science II may direct the Administrative
Agent’s exercise of certain rights under the intercreditor agreement, including cure, purchase and replacement rights, as reasonably
necessary to preserve the REIT mezzanine loan safe harbor or its qualification as a REIT.
Certain material actions
under the Co-Lender Agreement require the unanimous consent of all noteholders, including modifications to the maturity date, releases
of collateral or guarantor liability, acceleration of the Loan, exercise of remedies under the pledge agreements, amendments to the intercreditor
agreement, and approval of new or modified leases. No waiver of any condition to an advance under Note B may be granted without the prior
written consent of IIP Life Science II.
Under the Co-Lender Agreement
governing the Loan, the Company also has the option, but not the obligation, to purchase all or a portion of the existing mezzanine lender's
notes (aggregating up to approximately $155 million in maximum principal amount) at a price equal to the outstanding principal balance
plus accrued interest, fees, and other amounts, including the selling noteholder’s share of certain minimum return amounts and exit
fees whether or not then due and payable by the Borrower. Any such purchase would be subject to conditions set forth in the Co-Lender
Agreement, including limitations necessary to preserve the Company’s qualification as a REIT.
The foregoing description
of the Co-Lender Agreement is not complete and is qualified in its entirety by reference to the full text of the Co-Lender Agreement,
a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Right of First Offer for Purchase or Finance of Alewife Park Center
As a condition to the Loan
Increase, on the Closing Date, IIP Life Science II entered into the ROFO with the Mortgage Borrower, IQHQ and certain of its affiliates
named therein, which grants IIP Life Science II a right of first offer to purchase, finance or refinance the Alewife Park Property.
The ROFO includes a right
of first offer in favor of IIP Life Science II to purchase the Alewife Park Property or interests in it in connection with a proposed
sale, and a right of first offer to provide financing or refinancing for the Alewife Park Property, in each case within a specified period.
Pursuant to the Loan
Agreement, IIP Life Science II’s right of first offer does not become effective until the total amount funded under Note B
equals or exceeds $155,000,000, including the payoff of the Borrower’s indebtedness at closing, advances to fund the fees,
costs and expenses of IIP Life Science II and interest as it accrues (the “ROFO
Effective Date”). Until then, the mezzanine lenders’ right of first negotiation for new construction loan
financing for the Alewife Park Property, as granted under the Loan Agreement, remains in effect. From and after the ROFO Effective
Date, that right of first negotiation in the Loan Agreement is subordinated to IIP Life Science II’s ROFO rights. Any exercise
of the ROFO, and any sale, financing, refinancing or transfer of the Alewife Park Property, remains subject to any lender consent or
approval required under the Loan Agreement.
The foregoing description
of the ROFO is not complete and is qualified in its entirety by reference to the full text of the ROFO, a copy of which is filed as Exhibit
10.4 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD
Disclosure.
On October 1, 2026,
the Company issued a press release announcing the closing of its mezzanine loan investment in connection with the Sixth Amendment. A copy
of the press release is furnished as Exhibit 99.1 hereto.
On October 1, 2026, the Company
posted an investor presentation on its website located at www.innovativeindustrialproperties.com. A copy of the investor presentation
is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
The information in this Item
7.01, including Exhibits 99.1 and 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether
made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
|
Description of Exhibit |
| |
|
|
| 10.1* |
|
Sixth Amendment to Amended and Restated Mezzanine Loan and Security Agreement, dated as of September 28, 2026, by and among IQHQ-Alewife Holdings, LLC, as borrower, NREF OP IV REIT SUB, LLC, as administrative agent, IIP Life Science Investments II LLC, as a lender, and NREF OP IV SUBHOLDCO, LLC, as a lender. |
| |
|
|
| 10.2* |
|
Amended and Restated Mezzanine Loan and Security Agreement, dated as of September 30, 2025, by and among IQHQ-Alewife Holdings, LLC, as borrower, NREF OP IV REIT SUB, LLC, as administrative agent, NREF OP IV SUBHOLDCO, LLC, as the initial lender, and the lenders from time to time party thereto (as amended through the Fifth Amendment to Amended and Restated Mezzanine Loan and Security Agreement, dated as of May 15, 2026). |
| |
|
|
| 10.3* |
|
Co-Lender Agreement, dated as of September 28, 2026, by and among NREF OP IV REIT SUB, LLC, as administrative agent, NREF OP IV SUBHOLDCO, LLC, as the Initial A-1 Noteholder and Initial A-3 Noteholder, and IIP Life Science Investments II LLC, as the Initial A-2 Noteholder. |
| |
|
|
| 10.4* |
|
Side Letter Regarding Right of First Offer for Alewife Park, dated as of September 28, 2026, by and among IIP Life Science Investments II LLC, IQHQ, LP, IQHQ, Inc., IQHQ Holdings, LP, IQHQ-Alewife, LLC, IQHQ-Alewife Member, LLC, and IQHQ-Alewife Holdings, LLC. |
| |
|
|
| 99.1 |
|
Press release dated October 1, 2026. |
| |
|
|
| 99.2 |
|
Innovative Industrial Properties, Inc. investor presentation, dated
October 1, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the XBRL document). |
| |
|
|
| |
|
*Certain schedules and exhibits omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
Forward-Looking Statements
This Current Report on Form 8-K contains statements
that the Company believes to be “forward-looking statements” within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. All statements other than historical facts are forward-looking statements. When used in this
report, words such as the Company “expects,” “intends,” “plans,” “estimates,” “anticipates,”
“believes” or “should” or the negative thereof or similar terminology are generally intended to identify forward-looking
statements, and they include, but are not limited to, statements regarding the expected benefits or impact of the transactions described
in this report, including the Sixth Amendment, the Co-Lender Agreement, and the ROFO; the Company’s ability to fund future advances
under Note B and anticipated funding sources; the anticipated use of proceeds from the Loan Increase; the Company’s ability to realize
the anticipated benefits of the ROFO; and the Borrower’s ability to satisfy its obligations under the Loan. These forward-looking
statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially
from those expressed in, or implied by, such statements. Factors that could cause results to differ from those projected or assumed in
any forward-looking statement include, but are not limited to, the risk factors discussed in the Company’s most recent Annual Report
on Form 10-K for the year ended December 31, 2025, as updated by the Company’s subsequent reports filed with the SEC. Investors
should not place undue reliance upon forward-looking statements. The Company disclaims any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 1, 2026 |
INNOVATIVE INDUSTRIAL PROPERTIES, INC. |
| |
|
| |
|
| |
By: |
/s/ David Smith |
| |
Name: |
David Smith |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Innovative Industrial Properties Announces Mezzanine
Loan Commitment
of $245 Million for Alewife Park
Investment Expected to Yield 15.8% and
Generate Significant Earnings Accretion for IIP Shareholders
Investment Expands on IIP's Commitment to Diversify
into the Life Science Sector
SAN DIEGO, CA – October 1, 2026 – Innovative Industrial
Properties, Inc. (NYSE: IIPR) ("IIP" or the "Company") announced today that it entered into definitive agreements
to provide $245 million under a new mezzanine loan commitment to affiliates of IQHQ, Inc. ("IQHQ") in connection with the completion,
lease-up, tenant improvements and stabilization of Phase I of Alewife Park, a master-planned life science campus in Cambridge, Massachusetts
(the "Investment"). The loan is secured by pledges of equity interests in the entities that own the Alewife Park campus.
Located in Cambridge, Massachusetts, Alewife Park is a 27-acre life
science campus comprised of three existing buildings totaling 392,000 square feet (Phase I) and two pad-ready sites with up to 364,000
square feet of additional development potential (Phase II). According to IQHQ, the campus has approximately $800 million invested prior
to IIP’s investment and Phase I is currently 78% leased to Lila Sciences, a Cambridge, MA based AI-enabled next generation scientific
discovery company.
“We are pleased to further expand our life science portfolio
through this investment for Alewife Park, which we believe will provide attractive risk-adjusted returns for IIP shareholders and significant
accretion to our earnings,” said Alan Gold, Executive Chairman of IIP. “This transaction reflects our disciplined approach
to capital allocation by providing financing in support of a premier Class A life science campus in Cambridge that has demonstrated strong
leasing momentum and further allows us to capitalize on the attractive, long-term strength of the life science industry.”
IIP funded approximately $111 million at closing, which was used to
repay in full the borrower’s existing $85 million bridge loan, together with accrued interest, fees and expenses, with the remaining
$134 million expected to be funded through the fourth quarter of 2027, as additional amounts are drawn and funding conditions are satisfied.
The loan is expected to yield an interest rate of approximately 15.8% over the term of the loan, subject to a floor of 14%.
The loan matures in February 2028 and has a one-year extension option.
IIP may also purchase all or a portion of the other mezzanine lender’s notes at IIP’s option, thereby increasing its investment
by up to $155 million on the same terms. All items described in this paragraph are subject to certain conditions set forth in the loan
agreements.
The Company expects to fund the Investment with cash on hand and borrowings
under its revolving credit facilities.
About IQHQ
IQHQ, Inc. is a life science focused real estate company founded in
2019 to meet the industry's needs through the acquisition, development, redevelopment, leasing and management of life science assets.
About Innovative Industrial Properties
Innovative Industrial Properties, Inc. is an internally managed real
estate investment trust (REIT) focused on the acquisition, ownership and management of specialized properties leased to experienced,
state-licensed operators for their regulated cannabis facilities and financial investments in the life science industry. Additional
information is available at www.innovativeindustrialproperties.com.
This press release contains statements that IIP believes to be
“forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. All statements other than historical facts are forward-looking statements. When used in this press release, words such as
IIP “expects,” “intends,” “plans,” “estimates,” “anticipates,” “believes”
or “should” or the negative thereof or similar terminology are generally intended to identify forward-looking statements.
These forward-looking statements include, but are not limited to, statements regarding the expected benefits or impact of the transactions
described in this press release; the Company’s ability to fund future advances under the mezzanine loan and anticipated funding
sources; the Company’s ability to realize the anticipated benefits of the right of first offer; estimated interest rates and projected
yields on the Investment; and the borrower’s ability to satisfy its obligations under the loan. Such forward-looking statements
are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from
those expressed in, or implied by, such statements. Factors that may cause actual results to differ materially from current expectations
include, but are not limited to, changes in interest rates, including fluctuations in SOFR; the borrower’s ability to satisfy conditions
to future advances; the borrower’s ability to achieve projected leasing levels; risks related to the development, construction,
and lease-up of life science properties; changes in real estate market conditions; the Company’s ability to maintain its REIT qualification;
and the risk factors discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2025, as updated by
the Company’s subsequent reports filed with the Securities and Exchange Commission. Investors should not place undue reliance upon
forward-looking statements. IIP disclaims any obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Company Contact
David Smith
Chief Financial Officer
Innovative Industrial Properties, Inc.
(858) 997-3332
Exhibit 99.2

| | Innovative Industrial Properties 1 INNOVATIVE INDUSTRIAL
PROPERTIES
NYSE: IIPR
INNOVATIVEINDUSTRIALPROPERTIES.COM
COMPANY PRESENTATION
– OCTOBER 2026 |
| 
| Innovative Industrial Properties 2
This presentation and our associated comments includes "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended) that are subject to risks and uncertainties. In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-looking
statements. Likewise, our statements regarding anticipated growth in our funds from operations and anticipated market and regulatory conditions, our strategic direction, demographics, results of operations, plans and objectives are
forward-looking statements. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods
which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). You can identify forward-looking
statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these words and phrases or similar
words or phrases. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. You can also identify forward-looking statements by discussions of strategy, plans or intentions. The
following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: rates of default on leases for our assets; our ability to re-lease
properties upon tenant defaults or lease terminations for the rent we currently receive, or at all; concentration of our portfolio of assets and limited number of tenants and counterparties, including our significant financial exposure to
IQHQ, Inc. and its affiliates through multiple investment vehicles; the estimated growth in and evolving market dynamics of the regulated cannabis market; defaults on our investments in real estate-related assets, such as the IQHQ credit
facility, IQHQ preferred stock and the Alewife Park mezzanine loan; our ability to fund our mezzanine loan commitments; our anticipated yields, returns and accretive impact of our mezzanine debt and other investments; our ability to
identify, acquire or profitably operate life science properties; market dynamics in the life science sector; the demand for regulated cannabis cultivation and processing facilities; decreased economic activity due to fluctuations in trade
policies, tariffs, and related government actions; inflation dynamics; the impact of pandemics on us, our business, our tenants, or the economy generally; war and other hostilities, including the conflicts in Ukraine and Iran; our business
and investment strategy; our projected operating results; actions and initiatives of the U.S. or state governments and changes to government policies and the execution and impact of these actions, initiatives and policies, including the
fact that cannabis remains illegal under federal law; availability of suitable investment opportunities in the regulated cannabis industry; our understanding of our competition and our potential tenants’ alternative financing sources; the
expected medical-use or adult-use cannabis legalization in certain states; shifts in public opinion regarding regulated cannabis; the potential impact on us from litigation matters, and governmental inquiries, investigations, subpoenas,
or enforcement actions, including rising liability and insurance costs; the additional risks that may be associated with certain of our tenants cultivating, processing and/or dispensing adult-use cannabis in our facilities; the state of the U.S.
economy generally or in specific geographic areas; economic trends and economic recoveries; our ability to access equity or debt capital; financing rates for our target assets; our level of indebtedness, which could reduce funds
available for other business purposes and reduce our operational flexibility; covenants in our debt instruments, which may limit our flexibility and adversely affect our financial condition; our ability to maintain our investment grade
credit rating; changes in the values of our assets; our expected portfolio of assets; our expected investments; interest rate mismatches between our assets and our borrowings used to fund such investments; changes in interest rates
and the market value of our assets; the degree to which any interest rate or other hedging strategies may or may not protect us from interest rate volatility; the impact of and changes in governmental regulations, tax law and rates,
accounting guidance and similar matters; how and when any forward equity sales may settle; our ability to maintain our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes; our ability to maintain
our exemption from registration under the Investment Company Act of 1940; availability of qualified personnel; and market trends in our industry, interest rates, real estate values, the securities markets or the general economy.
The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including, but not limited to, those risk factors described in our Securities and Exchange Commission
(“SEC”) filings, our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”) under Item 1A, as supplemented by the discussion in Item 1A of Part II of our subsequent Quarterly Reports on Form 10-Q.
Those risks continue to be relevant to our performance and financial condition. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for
management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. Any forward-looking statement made by us speaks only of the date on which we make it. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as may be required by law. Stockholders and investors are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in our filings
and reports.
This presentation includes certain non-GAAP financial measures. These non-GAAP measures are presented for supplemental information and should not be considered a substitute for financial information presented in accordance with
GAAP. A reconciliation of these non-GAAP measures to the most directly comparable GAAP measures is set forth in the Appendix to this presentation.
Market and industry data are included in this presentation. We have obtained substantially all of this information from internal studies, public filings, other independent published industry sources and market studies prepared by third
parties. We believe these internal studies, public filings, other independent published industry sources and market studies prepared by third parties are reliable. However, this information may prove to be inaccurate. No representation
or warranty is made as to the accuracy of such information. All amounts shown in this presentation are unaudited. This is not an offer to sell or solicitation to buy securities of Innovative Industrial Properties, Inc. Any offers to sell or
solicitations to buy securities of Innovative Industrial Properties, Inc. shall be made only by means of a prospectus approved for that purpose.
FORWARD LOOKING STATEMENTS |
| 
| Innovative Industrial Properties 3
Note: Data as of June 30, 2026, unless otherwise noted.
(1) Total Invested Capital: Includes (1) total investments in properties (consisting of purchase price and construction funding and improvements reimbursed to tenants, if any, but excluding transaction costs) and (2) total additional commitments to reimburse certain tenants and sellers for completion of construction and
improvements at the properties. Excludes Loans and Securities.
(2) Weighted average lease length calculated by weighting each remaining lease term by the Annualized Base Rent (“ABR”). ABR is calculated by multiplying the sum of contractually due base rents and property management fees for the last month in the quarter, by twelve.
IIPR AT A GLANCE
$2.4B
Total
Invested
Capital(1)
108
Total
Properties
11.9 Years
Weighted
Average Lease
Length
(2)
$63.3M
Q2 2026
Total Revenue
$270M
Financial
Investment in
Life Science
19
U.S.
States
$1.2B+
Dividends Paid
Since Inception
in ‘16
Innovative Industrial Properties, Inc. (NYSE: IIPR) is a diversified REIT with investments across cannabis and life sciences |
| 
| Innovative Industrial Properties 4
INVESTMENT HIGHLIGHTS
DIVERSIFIED BUSINESS MODEL
• $2.4B triple-net lease portfolio
• Strong initial yields with annual escalators
• $270M financial investment in life science
industry
STRONG BALANCE SHEET
• One of the lowest leveraged REITs at 1.7x
net debt to adjusted EBITDA
• Demonstrated access to multiple capital
markets: $400M+ exchangeable notes raise
in June
DIVERSIFIED PORTFOLIO
• Properties across 19 U.S. states
• Leased to 35+ tenants
• Mix of industrial and retail properties
NICHE EXPERTISE
• Experience working with tenants and
borrowers in heavily regulated industries
• Diligent underwriting process focused on
best-in-class operators
• Seasoned management team with significant
REIT experience
STRONG TRACK RECORD
• 7% CAGR in AFFO/share 2020 – Q2'26
(Ann)(3)
• Total return since inception in 2016 of
486%(4)
• Over $1.2B+ in dividends paid since
inception in 2016
(1) Whitney Economics Cannabis Market Forecast (March 2026).
(2) Cushman & Wakefield Life Sciences Update (February 2026).
(3) Adjusted funds from operations (“AFFO”) is a supplemental non-GAAP financial measure used in the real estate industry to measure and compare the operating performance of real estate companies. A complete reconciliation containing adjustments from GAAP net income attributable to common stockholders to
AFFO is included in the “AFFO Reconciliation” found at the end of this presentation.
(4) Per S&P Capital IQ Pro as of 6/30/2026.
GROWING MARKETS
• 8% CAGR projected in cannabis industry
from 2025-2030E
(1)
• AI-enabled discovery is broadening the life
sciences market opportunity, reinforcing the
need for specialized lab infrastructure
(2) |
| 
| Innovative Industrial Properties 5
NNN Leases
• Leases are generally 100% triple-net
⚬ No recurring capital expenditures during lease term
⚬ All property expenses paid by the tenant, including
capital repairs, property taxes and property
insurance
• Typically, 15-20 year initial lease terms (vs. ~5 years for
traditional industrial leases)
• Leases generally subject to parent company guarantees
covering operations throughout the U.S.
Life Science Investments
• IQHQ strategic investment announced in Q3’25
• Target investments are with assets or real estate
companies in major life science markets
⚬ Attractive spread to cost of capital
⚬ Enhances scale and diversification by industry
and tenant
⚬ Provides growth opportunities in a large and
growing sector
OUR BUSINESS
MODEL & BENEFITS
PORTFOLIO COMPOSITION
CANNABIS
87.6%
LIFE SCIENCES
12.2%
$325M
BASE RENT
/ INTEREST
(1)
OTHER
0.2%
Shifting
Revenue Mix
More Towards
Life Sciences
Note: Data as of June 30, 2026, unless otherwise noted.
(1) Annualized Base Rent and Annualized Income from Loans and Securities (“Base Rent / Interest”) is calculated by adding Annualized Base Rent (“ABR”) and Annualized Income from Loans and Securities. ABR is calculated by multiplying the sum of contractually due base rents and property management fees for the last
month in the quarter, by twelve. Annualized Income from Loans and Securities is calculated by multiplying the principal balance as of the end of quarter, by the weighted average interest rate. |
| 
| Innovative Industrial Properties 6
NNN PORTFOLIO OVERVIEW
IIPR has a geographically diversified triple net portfolio of cannabis real estate throughout the United States
Note: Data as of June 30, 2026, unless otherwise noted.
(1) As a % of Annualized Base Rent (“ABR”). ABR is calculated by multiplying the sum of contractually due base rents and property management fees for the last month in the quarter, by twelve.
(2) “Industrial” reflects facilities utilized or expected to be utilized for regulated cannabis cultivation, processing and/or distribution activities, which can consist of industrial and/or greenhouse space.
Property Type
(1)
State Diversification(1)
State ABR ($000s)(1) %(1) # of Properties Square Feet (000s)
Illinois $40,773 14.9% 7 965
Pennsylvania 36,582 13.4% 10 1,361
Massachusetts 35,619 13.1% 10 993
Florida 31,867 11.7% 5 1,153
Michigan 24,351 8.9% 13 901
New York 21,727 8.0% 1 234
Ohio 16,424 6.0% 5 374
New Jersey 13,997 5.1% 4 291
Maryland 13,955 5.1% 5 319
Colorado 7,611 2.8% 26 229
Total – Top 10 States $242,906 89.0% 86 6,820
0-5% 5-10% 10-15% No Presence
2%
Retail
90%
Industrial(2)
8%
Industrial
/ Retail |
| 
| Innovative Industrial Properties 7
Tenant ABR ($000s) (%)(1) Square Feet (000s) # of Leases
$32,067 9.9% 624 4
26,574 8.2% 306 6
23,247 7.2% 664 3
22,502 6.9% 637 8
20,151 6.2% 740 6
18,335 5.6% 488 4
17,517 5.4% 298 4
17,294 5.3% 379 5
16,588 5.1% 593 2
10,173 3.1% 238 3
Total $204,448 62.9% 4,967 45
NNN PORTFOLIO
TOP 10 TENANTS
Note: Data as of June 30, 2026, unless otherwise noted.
(1) As a % of Annualized Base Rent and Annualized Income from Loans and Securities (“Base Rent / Interest”). Annualized Base Rent and Annualized Income from Loans and Securities is calculated by adding Annualized Base Rent (“ABR”) and Annualized Income from Loans and Securities. ABR is calculated by multiplying
the sum of contractually due base rents and property management fees for the last month in the quarter, by twelve. Annualized Income from Loans and Securities is calculated by multiplying the principal balance as of the end of quarter, by the weighted average interest rate.
(2) Each “Tenant” represents the parent company of the tenant, for which the parent company has provided a corporate guaranty. A parent company may have multiple tenant subsidiaries across IIPR’s properties. Total Invested Capital includes (1) total investments in properties (consisting of purchase price and
construction funding and improvements reimbursed to tenants, if any, but excluding transaction costs) and (2) total additional commitments to reimburse certain tenants and sellers for completion of construction and improvements at the properties. Excludes Loans and Securities.
(3) As a % of Annualized Base Rent (“ABR”). Excludes non-cannabis tenants that comprise less than 1% of ABR in the aggregate.
(4) “MSO” stands for Multi-State Operator which means the tenant (or guarantor) conducts cannabis operations in more than one state. “SSO” stands for Single-State Operator which means the tenant (or guarantor) conducts cannabis operations in a single state.
(5) These leases are in default, as disclosed in our 8-K filed on March 14, 2025.
(6) These leases are in default, as disclosed in our 8-K filed on March 28, 2025.
(7) These leases are in default, as disclosed in our 8-K filed on July 21, 2026.
Company Type
62% Public 38% Private
Total Invested Capital & Tenant Growth(2)
Tenant Composition(3)
Operator Type
(4)
87% MSO 13% SSO
(5)
(6)
(7) |
| 
| Innovative Industrial Properties 8
LIFE SCIENCES INVESTMENT
• IQHQ – A Premier Life Science Real Estate Platform
• $5B+ in total investments
• 5+ million square feet of properties in leading life science markets
including Boston, San Francisco and San Diego
• Strategic and Financially Accretive Transaction
• In August 2025, announced a $270M total commitment, comprised of:
• $100M investment in a 3-year revolving credit facility: 13.5% yield
• $170M investment in preferred stock: 15.0% yield
• In addition, potential to receive warrants in IQHQ earned upon the
satisfaction of certain funding milestones
• IIPR has a right of first offer on certain future asset sales of IQHQ
• Investment is fully funded as of June 2026
• Diversification and Life Science Expertise
• Improves sector diversification beyond cannabis-related assets
• IIPR’s management team has decades of combined experience in the
life science real estate industry |
| 
| Innovative
Industrial Properties 9ALEWIFE PARK INVESTMENTPlease refer to the Company’s 8K filed
on October 1, 2026 for a complete description of the terms and conditions of this investment.
(1) Based on IQHQ, Inc.’s management information and estimates. (2) Based on the Company’s
annualized base rent and annualized income from loans and securities as of June 30, 2026,
pro forma for the full deployment of the $245M investment. Actual income will depend on the
timing and amount of future advances, which are subject to conditions precedent. This investment
is a mezzanine debt position, and not a direct investment in life science real property.392,000
SF PHASE I78% LEASED$245M mezzanine loan commitment for Alewife Park, a master-planned life
science campus in Cambridge, MA comprised of 3 existing buildings totaling 392,000 SF and
2 pad-ready sites with up to 364,000 SF of development potential High-quality, purpose-built
life science campus owned by IQHQ, Inc. and situated in one of the world’s leading
life science clusters with nearly $800M invested prior to IIPR’s transaction(1) Phase
I is comprised of 3 buildings, totals 392,000 SF and is 78% leased to Lila Sciences, a Cambridge,
MA based AI-enabled next-generation scientific discovery companyPREMIER CLASS A CAMPUS$245M
mezzanine investment expected to yield an average interest rate of 15.8% over the term, subject
to a floor of 14%$111M initial funding and $134M expected to be funded through Q4’27;
potential to expand total investment to $400M at IIPR’s option on the same termsSTRATEGIC
& ACCRETIVE INVESTMENTTotal investment is expected to be funded with cash on hand and
draws on the Company’s revolving credit facilities, and is expected to be highly accretive
to AFFO per shareFurther improves IIPR diversification and increases life science exposure
to 22% of the Company’s income(2)Maturity of Feb. ‘28 with a one-year extension
option Loan is secured by pledged equity interests in the entities that own the Alewife Park
campus |
| 
| Innovative Industrial Properties 10
STRONG, LOW LEVERAGED
BALANCE SHEET
Debt Overview
Revolving Credit Facilities:
• • $187.5M total commitment, $95.0M available
Term Loans:
• • $128.6M total outstanding
Exchangeable Senior Notes:
• • $402.5M of 6.00% exchangeable senior notes, maturing June 2029
• • Exchangeable for cash, common stock, or a combination (at IIPR’s
option)
14%
Net Debt to Total Gross Assets(1)
1.7x
LQA Net Leverage Ratio (2)
$300M
Liquidity Available (3)
%
Note: As of June 30, 2026, unless otherwise noted. Debt maturities represent the principal balance.
(1) Net Debt to Total Gross Assets is calculated as Net Debt divided by Total Gross Assets. Net Debt is calculated as Gross Debt less total cash and cash equivalents. Gross Debt is calculated as the sum of the principal amount outstanding under the revolving credit facilities, term loans, and exchangeable senior notes. Total Gross
Assets is calculated as total assets plus accumulated depreciation.
(2) LQA Net Leverage Ratio is calculated by dividing Net Debt by Annualized Quarterly Adjusted EBITDA. Annualized Quarterly Adjusted EBITDA is calculated by multiplying the most recently reported quarterly Adjusted EBITDA by four. A complete reconciliation containing adjustments from GAAP net income attributable to
common stockholders to Adjusted EBITDA is included in the “EBITDA Reconciliation” found at the end of this presentation.
(3) Total liquidity consists of cash and cash equivalents and short-term investments (each as reported in IIPR’s consolidated balance sheet as of quarter end) and availability under IIPR’s revolving credit facilities.
(4) Share price per S&P Capital IQ Pro as of 6/30/2026. Gross Debt is calculated as the sum of the principal amount outstanding under the revolving credit facilities, term loans, and exchangeable senior notes.
Debt Maturity Schedule
Capital
Structure(4) |
| 
| Innovative Industrial Properties 11
STRONG, LONG-TERM AFFO AND
DIVIDEND TRACK RECORD
(1) Adjusted funds from operations (“AFFO”) is a supplemental non-GAAP financial measure used in the real estate industry to measure and compare the operating performance of real estate companies. A complete reconciliation containing adjustments from GAAP net income attributable to common stockholders to
AFFO is included in the “AFFO Reconciliation” found at the end of this presentation.
(2) "CAGR" represents compound annualized growth rate for the relevant metric.
(3) Per S&P Capital IQ Pro as of 6/30/2026. RMZ represents the MSCI US REIT Index.
Total Returns Since IIPR Inception(3)
4.8x
Greater
Return than
RMZ
AFFO AND DIVIDEND TRACK RECORD
Dividends Per Share AFFO Per Share(1)
RMZ
S&P
500
IIPR |
| 
| Innovative Industrial Properties 12
Cannabis Market Overview
SERVING TWO CORE
GROWTH MARKETS
Life Sciences Market Overview
Cannabis Industry Revenue Comparison(1) Total U.S. & Life Sciences / Biotech Employment Growth(5)
• Market Growth: U.S. legal cannabis sales market reached $29.1 billion in 2025 vs.
a 2% decline for the U.S. Spirits Market to $36.4 billion in the same period(1)
• Federal Rescheduling: April 2026 reclassification of medical cannabis to Schedule
III may remove 280E tax burdens for qualifying operators and potentially improves
cash flow, with additional industry benefits expected as rescheduling progresses
• Expansion of Legalization: Approximately 79% of Americans live in a county
where marijuana is legal for either recreational or medical use and 54% of
Americans live in a state where the recreational use of marijuana is legal(2)
Biotech R&D employment
reached a new record
level in Q1’26
(1) Whitney Economics Cannabis Market Forecast (March 2026), Distilled Spirits Council of the United States, MJBiz Factbook Quarterly Update (Q1 2026).
(2) Pew Research Center (July 2025).
(3) CBRE 2026 U.S. Life Sciences Trends (March 2026).
(4) Cushman & Wakefield Life Sciences Update (February 2026).
(5) U.S. Bureau of Labor Statistics (March 2026). Indexed to 1.0 in March 2021.
• Stabilizing Fundamentals: Tenant demand has returned to pre-pandemic
baseline levels, signaling a durable floor for leasing activity
(3)
• AI & Drug Discovery Expansion: Adoption of AI and increased licensing activity
are accelerating innovation cycles, creating new and expanding occupier demand(4)
• Limited New Supply: Limited future class A new build is expected to tighten
leasing markets as companies continue to expand their U.S. operations
(3) |
| 
| Innovative Industrial Properties 13
Long Term Growth Outlook
U.S. CANNABIS MARKET
CONTINUES TO GROW
Regulatory Developments & Rescheduling
Industry Revenue Projection(1) Growing U.S. Legalization(4)
(1) Whitney Economics Cannabis Market Forecast (March 2026).
(2) 2020 US Census Data.
(3) Pew Research Center (July 2025).
(4) National Conference of State Legislatures (www.ncsl.org), MJBizDaily (mjbizdaily.com).
Other, N/A
Adult-Use
Medical-Use
$43B
Estimated Legal
Cannabis Sales by
2030(1)
68%
U.S. Population in States
with an IIPR Presence(2)
87%
U.S. adults say marijuana
should be legal at some
level(3)
• FDA-approved cannabis products and state-licensed medical
marijuana was reclassified to Schedule III in April 2026
• State-licensed medical operators may now be eligible for DEA
registration, establishing federal oversight and recognition
• 280E may no longer apply to qualified medical licensees, potentially
driving meaningful cash flow improvement and potential retrospective tax
relief
• DEA will evaluate broader changes to marijuana’s federal status |
| 
| Innovative Industrial Properties 14
Strong Life Science Rent Premiums vs Office Rents(1)
LIFE SCIENCES
MARKET OPPORTUNITY
Construction Pipeline Decelerating(1)
U.S. Life Sciences Research Funding Stabilizes(1) Drug Approvals
(2)
(1) Cushman & Wakefield Life Sciences Update (February 2026).
(2) U.S. Food and Drug Administration. |
| 
| Innovative Industrial Properties 15
UNDERWRITING & MONITORING
Diligent underwriting process with a focus on best-in-class operators
Review of
Management
• Experienced
management team
• Alignment of
management within
ownership of the
business
Ability to
Raise Capital
• Evaluation of the macro
environment
surrounding strategic
capital raising in the
tenants’ and borrowers’
prospective markets
• History of successful
capital raising and a cash
balance on hand today
Financial
Underwriting
• Evaluation of financial
projections utilizing
existing knowledge of
industry dynamics
• Detailed review of
financial statements,
strategic initiatives, and
growth plans
Ongoing
Monitoring
• Quarterly financial and
operational review of all
properties
• Meetings with tenants to
talk through operations
and financials |
| 
| Innovative Industrial Properties 16
Alan Gold
Executive Chairman & Co-Founder
Co-founder of BioMed Realty Trust (formerly NYSE: BMR); served
as Chairman and CEO from inception of its predecessor in 1998
through BMR’s sale in 2016
• Owner and operator of high-quality life science real estate
• Previously publicly traded investment grade REIT
Co-founded Alexandria Real Estate Equities (NYSE: ARE) in
1994 and served as President and a director until 1998
• Invests in office buildings and laboratories leased to life
science and technology companies
Co-founder of IQHQ, Inc.; served as Executive Chairman
from December 2018 until December 2024
• Privately-held life science real estate company with
over $5B of total assets
EXECUTIVE CHAIRMAN
& CO-FOUNDER
Alan Gold has experience founding and leading real estate companies focused on nuanced, regulated industries. |
| 
| Innovative Industrial Properties 17
David Smith
• 20+ years of finance and real
estate experience
• Former CFO of Aventine Property
Group and New Senior
Investment Group (NYSE: SNR)
CFO and Treasurer
• 35+ years of legal and
regulatory experience
• Previously co-founded Iso Nano
International, LLC
Paul Smithers
President, CEO and Co-Founder
• 20+ years of real estate and
accounting experience
• Former Senior Associate,
Investments and Asset
Management at BioMed Realty
CIO
Catherine Hastings Ben Regin
• 25+ years of accounting and
real estate experience
• Former VP, Internal Audit of
BioMed Realty
COO
Andy Bui
• Former Senior Director,
Financial Reporting at BioMed
Realty
VP, Chief Accounting Officer
• 20+ years legal experience
representing real estate matters
• Former attorney at Foley &
Lardner LLP
SVP, Real Estate Counsel
Tracie Hager Kelly Spicher
• 30+ years of experience in
property management
• Former VP, Property
Management at BioMed Realty
SVP, Asset Management
SENIOR MANAGEMENT TEAM |
| 
| Innovative Industrial Properties 18
WHY INVEST IN IIPR
Powerful triple
-net lease model with
structured long
-term cash flows
Strong balance sheet with access to growth
capital
Diversified real estate portfolio across 19
states with 35+ tenants
Solid capital allocation track record enabling
robust earnings and dividend distributions
Exposure to two above
-GDP growth markets
in cannabis and life sciences
High
-quality platform, process, and
management team to drive growth
123456 |
| 
| Innovative Industrial Properties 19
APPENDIX |
| 
| Innovative Industrial Properties 20
Q2 2026 FY 2020
Actual Annualized Actual
Net income attributable to common stockholders $40,665 $162,660 $64,378
Real estate depreciation and amortization 18,799 75,196 28,025
Loss (gain) on sale of real estate, net (11,847) (47,388) —
FFO attributable to common stockholders $47,617 $190,468 $92,403
Financing expense — — 211
Acquisition-related expense — — 94
Litigation-related expense 1,312 5,248 —
Income on seller-financed note(1) 223 892 —
Deferred lease payments received on sales-type leases(2) 525 2,100 —
Transaction costs and other(3) (463) (1,852) —
Normalized FFO attributable to common stockholders 49,214 196,856 92,708
Stock-based compensation 2,826 11,304 3,330
Non-cash interest expense 1,281 5,124 2,040
Non-cash accretion of life science investments (335) (1,340) —
Above-market lease amortization 23 92 —
AFFO attributable to common stockholders $53,009 $212,036 $98,078
FFO per common share – diluted $1.64 $6.56 $4.72
Normalized FFO per common share – diluted $1.70 $6.80 $4.74
AFFO per common share – diluted $1.83 $7.32 $5.01
Weighted average common shares used for FFO, Normalized FFO and AFFO:
Basic 28,443,143 28,443,143 19,443,602
Restricted stock and restricted stock units ("RSUs") 529,228 529,228 114,017
Diluted(4) 28,972,371 28,972,371 19,557,619
AFFO RECONCILIATION
Note: During the year ended December 31, 2025, IIPR revised its presentation of Normalized FFO to include two adjustments related to income on seller-financed notes and deferred lease payments received on sales-type leases that were previously reflected in adjusted funds from operations (“AFFO”), which has been
reflected for all periods presented. Management believes this change better aligns the Company’s presentation with its assessment of core operating performance and improves comparability with industry peers. Items included in calculating FFO that may be excluded in calculating Normalized FFO include certain
transaction-related gains, losses, income or expense or other non-core amounts as they occur.
(1) Amounts represent non-refundable cash payments received pursuant to a seller-financed note issued by us in connection with our disposition of a certain property. As the transaction did not qualify for recognition as completed sales under GAAP, the payments were recorded as a deposit liability and included in
other liabilities on our consolidated balance sheet.
(2) Amount reflects the non-refundable lease payments received on two sales-type leases which are recognized as a deposit liability starting on January 1, 2024, and is included in other liabilities in our consolidated balance sheet as of June 30, 2026, as the transaction did not qualify for recognition as a completed sale.
(3) Amount reflects other items that are considered to be infrequent and unusual in nature and/or not related to our core real estate operation. For the three months ended June 30, 2026, amount reflects certain financing costs that were not capitalizable and write-off of certain liabilities.
(4) For the three months ended June 30, 2026, amounts exclude 1,019,877 weighted-average shares potentially issuable upon exchange of the Exchangeable Notes under the if-converted method. |
| 
| Innovative Industrial Properties 21
EBITDA RECONCILIATION
(1) Amounts represent non-refundable cash payments received pursuant to a seller-financed note issued by us in connection with our disposition of a certain property. As the transaction did not qualify for recognition as completed sales under GAAP, the payments were recorded as a deposit liability and included in
other liabilities on our consolidated balance sheet.
(2) Amount reflects the non-refundable lease payments received on two sales-type leases which are recognized as a deposit liability starting on January 1, 2024, and is included in other liabilities in our consolidated balance sheet as of June 30, 2026, as the transaction did not qualify for recognition as a completed sale.
(3) Amount reflects other items that are considered to be infrequent and unusual in nature and/or not related to our core real estate operation. For the three months ended June 30, 2026, amount reflects certain financing costs that were not capitalizable and write-off of certain liabilities.
Q2 2026
(In thousands) Actual Annualized
Net Income: $43,852 $175,408
Adjustments for EBITDA:
Interest expense 8,348 33,392
Taxes (including corporate tax expense in G&A) 66 264
Depreciation and amortization expense 18,799 75,196
Above-market lease amortization 23 92
Non-cash accretion of life science investments (335) (1,340)
Corp. asset depreciation (included in G&A expense) 24 96
EBITDA $70,777 $283,108
Adjustments for Adjusted EBITDA:
Non-cash stock-based compensation expense 2,826 11,304
Loss (gain) on sale of real estate, net (11,847) (47,388)
Income on seller-financed notes(1) 223 892
Deferred lease payments received on sales-type leases(2) 525 2,100
Transaction costs and other(3) (463) (1,852)
Adjusted EBITDA $62,041 $248,164 |