Innovative Industrial Properties (IIPR) adds $44.9M secured loans to refinance maturing notes

Rhea-AI Filing Summary

Innovative Industrial Properties, Inc. entered into new secured term loan agreements and disclosed related details. Two indirect subsidiaries closed secured term loans totaling $21,960,000 with Amalgamated Bank, including a $10,560,000 loan to IIP‑MD 1 LLC and an $11,400,000 loan to IIP‑NJ 3 LLC.

Each loan bears a fixed 6.67% annual interest rate, amortizes over 25 years with monthly payments beginning July 5, 2026, and matures June 5, 2031, secured by first‑priority liens on the related properties. The company guaranteed the borrowers’ obligations and disclosed customary covenants, events of default, and prepayment premiums. A related press release noted four secured term loans totaling $44.9 million in gross proceeds, expected to repay unsecured notes maturing at the end of the month.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Aggregate MD and NJ loans: $21,960,000 secured term loans MD Loan amount: $10,560,000 secured term loan NJ Loan amount: $11,400,000 secured term loan +5 more

8 metrics

Aggregate MD and NJ loans $21,960,000 secured term loans Total under MD Loan Agreement and NJ Loan Agreement

MD Loan amount $10,560,000 secured term loan Loan to IIP-MD 1 LLC under MD Loan Agreement

NJ Loan amount $11,400,000 secured term loan Loan to IIP-NJ 3 LLC under NJ Loan Agreement

Press release total proceeds $44.9 million gross proceeds Four secured term loans closed, per Exhibit 99.1

Interest rate 6.67% per annum fixed rate Applies to each secured term loan

Amortization period 25-year amortization schedule Monthly principal and interest payments

Loan maturity date June 5, 2031 Maturity of MD Loan and NJ Loan

Prepayment premium range 5% to 1% declining Applies over first five years of each loan

Key Terms

Material Definitive Agreement, secured term loans, Guaranties, prepayment premium, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

secured term loans financial

"providing for an aggregate of $21,960,000 in secured term loans."

Loans with a fixed repayment schedule that are backed by specific assets as collateral, such as property, equipment, or receivables; if the borrower can’t pay, the lender can seize those assets to recover money. Investors watch secured term loans because they affect a company’s financial risk and capital structure: they typically cost less than unpaid loans, change who gets paid first in a default, and can limit a company’s flexibility to take on new debt or sell pledged assets.

Guaranties financial

"the Company entered into unsecured guaranty agreements for the benefit of the Lender (collectively, the “Guaranties”)"

prepayment premium financial

"Each Loan is subject to a prepayment premium declining from 5% during the first year"

A prepayment premium is a fee a borrower pays when they pay off a loan or debt earlier than agreed, like an early-termination charge on a phone contract. For investors, it affects the timing and amount of cash they receive from loans or mortgage-backed securities, changing expected returns and reinvestment plans because early repayment can return principal sooner or come with extra compensation.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure."

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing financial

"Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed and delivered by IIP-NJ 3 LLC"

Understanding 8-K Material Events →

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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): May 19, 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 Number)		(IRS 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:

¨ 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))

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

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. ¨

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure under Item 2.03 regarding the the MD Loan Agreement and the NJ Loan Agreement, the Notes, the Mortgages, and the Guaranties (each as defined below) is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 19, 2026, each of IIP-MD 1 LLC and IIP-NJ 3 LLC, each a Delaware limited liability company (each, a “Borrower” and collectively, the “Borrowers”) and an indirect subsidiary of Innovative Industrial Properties, Inc. (the “Company”), entered into separate loan agreements with Amalgamated Bank, a bank organized under the laws of the State of New York (the “Lender”), consisting of (i)  that certain loan agreement between IIP-MD 1 LLC and the Lender (the “MD Loan Agreement”) and (ii) that certain loan agreement between IIP-NJ 3 LLC and the Lender (the “NJ Loan Agreement” and, together with the the MD Loan Agreement, the “Loan Agreements”), providing for an aggregate of $21,960,000 in secured term loans.

Pursuant to the MD Loan Agreement, the Lender made a $10,560,000 secured term loan to IIP-MD 1 LLC (the “MD Loan”), as evidenced by a promissory note issued by IIP-MD 1 LLC in favor of the Lender (the “MD Note” and, together with the the MD Note, the “Notes”). Pursuant to the NJ Loan Agreement, the Lender made an $11,400,000 secured term loan to IIP-NJ 3 LLC (the “NJ Loan”), as evidenced by a promissory note issued by IIP-NJ 3 LLC in favor of the Lender (the “NJ Note”). The the MD Loan and the NJ Loan are collectively referred to herein as the “Loans.”

Each Loan bears interest at a fixed rate of 6.67% per annum, calculated on the basis of a 360-day year, and provides for monthly debt service payments of principal and interest based on a 25-year amortization schedule commencing on July 5, 2026. The Loans mature on June 5, 2031.

The Loans are secured by first priority liens on the applicable properties owned by the each Borrower, consisting of (i)  a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed and delivered by IIP-NJ 3 LLC (the “NJ Mortgage”) and (iii) a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed and delivered by IIP-MD 1 LLC (the “MD Deed of Trust”and, together with the the NJ Mortgage, the “Mortgages”).

In connection with the Loans, the Company entered into unsecured guaranty agreements for the benefit of the Lender (collectively, the “Guaranties”), pursuant to which the Company guaranteed each Borrower’s obligations under its respective Loan.

Each Loan Agreement contains customary representations, warranties, covenants, events of default and security arrangements. Each Borrower is also subject to restrictions on incurring additional indebtedness, restrictions on transfers, and restrictions on distributions during the continuance of an event of default. Each Loan Agreement provides for customary events of default, including, among others, failure to pay principal or interest, breach of representations and warranties, violation of covenants, bankruptcy or insolvency events, and entry of monetary judgments in excess of $25,000.

Each Loan is subject to a prepayment premium declining from 5% during the first year following closing to 1% during the fifth year, with no prepayment premium payable during the last 90 days prior to the applicable maturity date. Each Loan may be voluntarily prepaid in whole or in part upon at least 30 days’ prior written notice, subject to payment of the applicable prepayment premium and satisfaction of other conditions.

The foregoing description is a summary of certain terms of the Loan Agreements, the Notes, the Mortgages and the Guaranties and is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 10.1 through 10.6 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On May 20, 2026, the Company issued a press release announcing that it closed the secured financings contemplated by the Loan Agreements. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description of Exhibit
10.1*		Loan Agreement, dated as of May 19, 2026, by and between IIP-MD 1 LLC and Amalgamated Bank
10.2*		Loan Agreement, dated as of May 19, 2026, by and between IIP-NJ 3 LLC and Amalgamated Bank
10.3+		Form of Promissory Note, dated as of May 19, 2026, by each of IIP-MA 7 LLC, IIP-PA 6 LLC, IIP-MD 1 LLC and IIP-NJ 3 LLC, respectively, in favor of Amalgamated Bank (as incorporated by reference to Exhibit 10.3 of the Company’s 8-K filed on May 19, 2026).
10.4*		Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed and delivered by IIP-NJ 3 LLC, in favor of Amalgamated Bank.
10.5*		Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of May 19, 2026, by IIP-MD 1 LLC in favor of Amalgamated Bank.
10.6+		Form of Guaranty, dated as of May 19, 2026, by Innovative Industrial Properties, Inc. in favor of Amalgamated Bank (as incorporated by reference to Exhibit 10.6 of the Company’s 8-K filed on May 19, 2026).
99.1		Press release dated May 20, 2026.
104		Cover Page Interactive Data File (embedded within the Inline 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.

+Pursuant to Instruction 2 to Item 601(a) of Regulation S-K, each of IIP-MD 1 LLC, IIP-MA 7 LLC, IIP-PA 6 and IIP-NJ 3 LLC entered into a substantially identical agreement of this type in all material respects except with the respective party thereto, the amount and certain property-specific provisions.

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: May 20, 2026	INNOVATIVE INDUSTRIAL PROPERTIES, INC.
	By:	/s/ David Smith
	Name:	David Smith
	Title:	Chief Financial Officer and Treasurer

Exhibit 99.1

Innovative Industrial Properties Announces Closing of $45 Million in Secured Term Loans

SAN DIEGO, CA – May 20, 2026 – Innovative Industrial Properties, Inc. (IIP) (NYSE: IIPR) announced today it has closed on four secured term loans totaling $44.9 million in gross proceeds (the “Loans”). The Loans have an initial term of five years, bear interest at a fixed rate of 6.67% and are secured by certain properties of the Company. The proceeds from the Loans are expected to be used to pay off the Company’s unsecured notes that are maturing at the end of this month.

“This financing reflects our continued commitment to maintaining a strong and flexible balance sheet. By extending our debt maturity profile and securing attractively priced capital through a new lending relationship, we believe we are well positioned to support our long-term growth strategy and create value for our shareholders,” said Alan Gold, Executive Chairman of IIP.

About Innovative Industrial Properties

Innovative Industrial Properties, Inc. is a real estate investment trust (REIT) focused on the acquisition, ownership and management of specialized industrial properties and life science real estate. Additional information is available at www.innovativeindustrialproperties.com.

Company Contact:

David Smith 

Chief Financial Officer 

Innovative Industrial Properties, Inc.

(858) 997-3332

FAQ

What financing did Innovative Industrial Properties (IIPR) disclose in this 8-K?

Innovative Industrial Properties disclosed new secured term loans through its subsidiaries, including $21.96 million with Amalgamated Bank. A related press release reported four secured term loans totaling $44.9 million, providing additional long-term financing secured by certain company properties.

What are the key terms of the new Amalgamated Bank loans for IIPR?

The MD and NJ loans total $21.96 million, carry a fixed 6.67% annual interest rate, and amortize over 25 years. Monthly principal and interest payments start July 5, 2026, with both loans maturing June 5, 2031, secured by first-priority liens on the respective properties.

How does Innovative Industrial Properties plan to use the $44.9 million in loan proceeds?

The company expects to use the $44.9 million in gross proceeds from four secured term loans to pay off its unsecured notes maturing at the end of the month. This shifts part of its capital structure from unsecured notes to secured, fixed-rate term debt.

What guarantees did Innovative Industrial Properties provide for the new loans?

Innovative Industrial Properties entered into unsecured guaranty agreements in favor of Amalgamated Bank, guaranteeing each borrower’s obligations under its respective loan. These guaranties backstop the subsidiaries’ repayment commitments in addition to the first-priority liens on the underlying properties.

What prepayment terms apply to the new IIPR secured term loans?

Each loan may be voluntarily prepaid in whole or in part with at least 30 days’ notice, subject to a declining prepayment premium from 5% in year one to 1% in year five. No prepayment premium applies during the last 90 days before maturity.

What covenants and default provisions are included in IIPR’s new loan agreements?

The loan agreements include customary representations, warranties, and covenants, plus restrictions on additional indebtedness, transfers, and distributions during an event of default. Events of default include missed payments, covenant breaches, bankruptcy or insolvency events, and monetary judgments exceeding $25,000.

Filing Exhibits & Attachments

9 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 3.9 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 499.2 KB
• EX-10.2 EXHIBIT 10.2 499.7 KB
• EX-10.4 EXHIBIT 10.4 148.1 KB
• EX-10.5 EXHIBIT 10.5 127.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 26.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 35.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 24.7 KB