Innovative Industrial Properties (IIPR) CEO details RSU settlement and share withholding

Rhea-AI Filing Summary

Innovative Industrial Properties reported an insider equity transaction by its President, CEO and Director, Paul E. Smithers, for Form 4 purposes. On 01/02/2026, 10,653 shares of common stock were acquired through the settlement of previously granted restricted stock units at an exercise price of $0, increasing his directly held shares before tax settlement. On the same date, 5,169 shares were withheld at a price of $49.47 to cover tax liabilities related to this vesting. After these transactions, he directly owned 102,934 shares of common stock. A 2020 RSU award for 10,653 shares was fully settled, while a 2021 RSU award covering 6,654 shares remained outstanding and subject to vesting conditions under the company’s Nonqualified Deferred Compensation Plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smithers Paul E.

(Last) (First) (Middle)

C/O INNOVATIVE INDUSTRIAL PROPERTIES

11440 WEST BERNARDO COURT, SUITE 100

(Street)

SAN DIEGO CA 92127

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INNOVATIVE INDUSTRIAL PROPERTIES INC [ IIPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT, CEO AND DIRECTOR

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/02/2026		M		10,653	A	$0	108,103	D
Common Stock	01/02/2026		F(1)		5,169	D	$49.47	102,934	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units 2020	(2)	01/02/2026		M			10,653	(3)	(3)	Common Stock	10,653	$0	0	D
Restricted Stock Units 2021	(2)							(3)	(3)	Common Stock	6,654		6,654	D

Explanation of Responses:

1. Represents payment of tax liability by the withholding of shares of common stock by Innovative Industrial Properties, Inc. incident to the settlement of the reporting person's restricted stock units.

2. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Company's common stock.

3. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's Nonqualified Deferred Compensation Plan.

	/s/ Paul E. Smithers, Attorney-in-Fact	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did IIPR report for its CEO on this Form 4?

The filing shows that on 01/02/2026 the President, CEO and Director, Paul E. Smithers, acquired 10,653 shares of Innovative Industrial Properties common stock upon settlement of restricted stock units and had 5,169 of those shares withheld to satisfy tax obligations.

How many IIPR shares does the reporting person own after the reported transactions?

Following the reported transactions, the reporting person directly beneficially owned 102,934 shares of Innovative Industrial Properties Inc (IIPR) common stock.

What was the purpose of the 5,169 IIPR shares withheld at $49.47?

The 5,169 shares withheld at a price of $49.47 represent payment of tax liability by Innovative Industrial Properties through share withholding related to the settlement of the reporting person’s restricted stock units.

What restricted stock units were involved in this IIPR Form 4 filing?

The filing references 2020 restricted stock units that settled into 10,653 shares of common stock and a separate 2021 restricted stock unit award covering 6,654 shares that remains outstanding and subject to vesting conditions.

What roles does the reporting person hold at Innovative Industrial Properties (IIPR)?

The reporting person is identified as a Director and an Officer, specifically serving as President, CEO and Director of Innovative Industrial Properties Inc.

How do IIPR restricted stock units work according to this Form 4?

Each restricted stock unit (RSU) represents a contingent right to receive, upon vesting, one share of Innovative Industrial Properties common stock, with vesting subject to conditions under the company’s Nonqualified Deferred Compensation Plan.