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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): March 3, 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, UT
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 8.01
Other Events.
On
March 3, 2026, the Board of Directors of Innovative Industrial Properties, Inc. (the “Company”) approved a new share repurchase
program authorizing the repurchase of up to $100 million of the Company's common stock (the “Share Repurchase Program”). The
Share Repurchase Program replaces the Company's existing share repurchase program, which is scheduled to expire on March 17, 2026.
Repurchases
will be made through open market purchases, block trades and/or privately negotiated transactions in compliance with Rule 10b-18 promulgated
under the Securities Exchange Act of 1934, as amended, subject to market conditions, applicable legal requirements, and other relevant
factors. The Company may also adopt a Rule 10b5-1 share repurchase plan, which would allow the Company to repurchase shares through pre-determined
criteria at times when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout
periods. The timing, volume and nature of the repurchases will be at the discretion of management based on its evaluation of the capital
needs of the Company, market conditions, applicable legal requirements and other factors. There is no guarantee as to the number of shares
that will be repurchased, if any. The Share Repurchase Program expires on March 4, 2027, and may be extended, suspended, modified or discontinued
at any time at the Company's discretion.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description
of Exhibit |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 3, 2026 |
INNOVATIVE
INDUSTRIAL PROPERTIES, INC. |
| |
|
|
| |
By: |
/s/ David Smith |
| |
Name: |
David Smith |
| |
Title: |
Chief Financial Officer |
