Innovative Industrial to sell 2M preferred shares

Q: How many IIPR Series B preferred shares are being offered, and at what price?

The company agreed to issue and sell 2,000,000 shares at $25.00 per share. The underwriters may purchase up to 300,000 additional shares under a 30-day option on the same terms.

The company expects approximately $48.4 million in net proceeds after the underwriting discount and before estimated expenses, assuming no exercise of the 30-day option.

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Innovative Industrial Properties, Inc. (IIPR) agreed to issue and sell 2,000,000 shares of its 9.25% Series B Cumulative Redeemable Preferred Stock at a public offering price of $25.00 per share. The underwriters may purchase up to 300,000 additional shares under a 30-day option on the same terms. The agreement is with the company’s operating partnership and Stifel, Nicolaus & Company, Incorporated, as representative of the underwriters. The offering is expected to close on or about October 19, 2026, subject to customary closing conditions. The company expects approximately $48.4 million in net proceeds after the underwriting discount and before estimated expenses, assuming the option is not exercised.

On October 13, 2026, the company designated 2,300,000 authorized preferred shares as Series B; the designation became effective upon filing. The Series B shares have a $25.00-per-share liquidation preference. Upon issuance, the company’s ability to make distributions with respect to, or redeem, purchase or acquire, or make liquidation payments on stock ranking junior to or on parity with Series B will be subject to certain restrictions if it does not declare Series B distributions during any distribution period.

Insights

Analyzing...

8-K Event Classification

4 items: 1.01, 3.03, 5.03, 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 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Underwritten shares: 2,000,000 shares Public offering price: $25.00 per share Series B stated rate: 9.25% +5 more

8 metrics

Underwritten shares 2,000,000 shares Shares the company agreed to issue and sell

Public offering price $25.00 per share Price for the underwritten shares

Series B stated rate 9.25% Rate in the Series B Cumulative Redeemable Preferred Stock designation

Option shares Up to 300,000 shares Underwriters’ option to purchase additional shares on the same terms

Option period 30 days Period for the underwriters’ option

Expected net proceeds Approximately $48.4 million After underwriting discount, before estimated expenses, assuming no exercise of the option

Shares designated 2,300,000 authorized preferred shares Designated as Series B on October 13, 2026

Liquidation preference $25.00 per share Series B Preferred Stock

Key Terms

Cumulative Redeemable Preferred Stock, liquidation preference, over-allotment option, underwriting discount, +1 more

5 terms

Cumulative Redeemable Preferred Stock financial

"9.25% Series B Cumulative Redeemable Preferred Stock"

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

"with a liquidation preference of $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.

over-allotment option financial

"assuming no exercise of the underwriters’ over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

underwriting discount financial

"after deducting the underwriting discount"

The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.

Articles Supplementary regulatory

"The Articles Supplementary were effective upon filing"

Additional provisions added to a company’s formal rulebook that change or expand how the company is governed, how shares behave, or how decisions are made. Think of them as extra house rules that can alter voting power, dividend rights, or how shares are issued and transferred; investors care because these changes can affect ownership control, potential returns, and the value or liquidity of their holdings.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many IIPR Series B preferred shares are being offered, and at what price?

The company agreed to issue and sell 2,000,000 shares at $25.00 per share. The underwriters may purchase up to 300,000 additional shares under a 30-day option on the same terms.

When is IIPR's preferred stock offering expected to close?

The offering is expected to close on or about October 19, 2026, subject to satisfaction of customary closing conditions.

What restrictions apply if IIPR does not declare Series B distributions?

Upon issuance, certain restrictions will apply to the company’s ability to make distributions with respect to, or redeem, purchase or acquire, or make liquidation payments on, capital stock ranking junior to or on parity with Series B if it does not declare Series B distributions during a distribution period.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 10/14/2026 - 04:47 PM EDT Accepted by SEC EDGAR 10/14/2026 - 04:46 PM EDT

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): October 8, 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)

(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:

¨	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.

On October 8, 2026, Innovative Industrial Properties, Inc. (the “Company”) and IIP Operating Partnership, LP, the Company’s operating partnership (the “Operating Partnership”), entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated, acting as representative of the several underwriters listed on Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 2,000,000 shares (the “Underwritten Shares”) of its 9.25% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), at a public offering price of $25.00 per share (the “Offering”). Pursuant to the terms of the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 300,000 shares of Series B Preferred Stock on the same terms and conditions (the “Option Shares” and together with the Underwritten Shares, the “Shares”). The Shares have been established by Articles Supplementary to the Second Articles of Amendment and Restatement of the Company (the “Articles Supplementary”).

The Offering is expected to close on or about October 19, 2026, subject to satisfaction of customary closing conditions. The Underwriting Agreement contains certain customary representations, warranties and agreements by the Company and the Operating Partnership, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The Company’s total net proceeds from the Offering, after deducting the underwriting discount (before estimated expenses and assuming no exercise of the underwriters’ over-allotment option to purchase the Option Shares) are expected to be approximately $48.4 million.

The Offering is being conducted pursuant to the Company’s preliminary prospectus supplement, free writing prospectus and final prospectus supplement, each of which has been filed with the Securities and Exchange Commission (the “SEC”), which supplement the Company’s base prospectus dated February 21, 2025 filed with the SEC as part of the Company’s registration statement on Form S-3 (File No. 333-285148).

The foregoing description does not purport to be a complete description and is qualified in its entirety by reference to the Underwriting Agreement, which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

This report does not constitute an offer to sell, or a solicitation of an offer to buy, any securities of the Company, including, without limitation, the Series B Preferred Stock proposed to be offered and sold pursuant to the preliminary prospectus supplement, free writing prospectus, final prospectus supplement and registration statement described above.

Item 3.03

Material Modification to Rights of Security Holders.

On October 13, 2026, the Company filed Articles Supplementary with the Maryland State Department of Assessments and Taxation to designate 2,300,000 shares of the Company’s authorized preferred stock as shares of 9.25% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share, with a liquidation preference of $25.00 per share, with the powers, preferences and privileges as set forth in the Articles Supplementary. The Articles Supplementary were effective upon filing.

Upon issuance of the Series B Preferred Stock, the ability of the Company to make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on, any other shares of capital stock of the Company ranking junior to or on a parity with the Series B Preferred Stock, will be subject to certain restrictions in the event that the Company does not declare distributions on the Series B Preferred Stock during any distribution period.

A summary of the material terms of the Series B Preferred Stock is set forth under the caption “Description of Series B Preferred Stock” in the Company’s prospectus supplement, dated October 8, 2026, which forms a part of the Company’s registration statement on Form S-3 (File No. 333-285148), and is hereby incorporated by reference into this Item 3.03.

The foregoing description is not complete and is qualified in its entirety by the full terms of the Series B Preferred Stock as set forth in the Articles Supplementary. A copy of the Articles Supplementary is filed as Exhibit 3.1 hereto, and the information in the Articles Supplementary is hereby incorporated by reference into this Item 3.03.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth above under Item 3.03 of this report is hereby incorporated by reference into this Item 5.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description of Exhibit

1.1*		Underwriting Agreement, dated October 8, 2026, by and among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and Stifel, Nicolaus & Company, Incorporated, as the representative of the underwriters named in Schedule I thereto.

3.1		Articles Supplementary for the 9.25% Series B Cumulative Redeemable Preferred Stock.

5.1		Opinion of Foley & Lardner LLP regarding the legality of the 9.25% Series B Cumulative Redeemable Preferred Stock.

8.1		Opinion of Foley & Lardner LLP with respect to certain tax matters.

23.1		Consent of Foley & Lardner LLP (included in Exhibit 5.1).

23.2		Consent of Foley & Lardner LLP (included in Exhibit 8.1).

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.

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 closing of the offering. 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 14, 2026	INNOVATIVE INDUSTRIAL PROPERTIES, INC.

	By:	/s/ David Smith
	Name:	David Smith
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents