Innovative Industrial Properties (IIPR) CFO details RSU vesting and share withholding

Q: What insider transaction did Innovative Industrial Properties (IIPR) report in this Form 4?

The company reported that its CFO and Treasurer acquired 4,555 shares of common stock at $0 upon settlement of restricted stock units on 01/01/2026 , and had 1,634 shares withheld at $47.36 to satisfy tax obligations.

Q: How many Innovative Industrial Properties (IIPR) shares does the CFO directly own after the reported transactions?

Following the vesting and tax withholding transactions on 01/01/2026 , the reporting officer directly owns 3,521 shares of Innovative Industrial Properties, Inc. common stock.

Q: How do the 2023 and 2024 RSU awards for IIPR vest?

The 2023 RSUs vest in three equal installments on January 1, 2024 , January 1, 2025 and January 1, 2026 , while the 2024 RSUs vest in three equal installments on January 1, 2025 , January 1, 2026 and January 1, 2027 , in each case requiring continued service and subject to vesting conditions under the company’s Nonqualified Deferred Compensation Plan.

Q: Why were some IIPR shares disposed of in this Form 4 filing?

The disposition of 1,634 shares of Innovative Industrial Properties common stock, coded as transaction F , represents payment of tax liability by having the company withhold shares in connection with the settlement of the reporting person’s restricted stock units.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Innovative Industrial Properties, Inc. reported a Form 4 transaction for its CFO and Treasurer involving restricted stock units and related share withholding on 01/01/2026. The officer acquired 4,555 shares of common stock at $0 through the settlement of restricted stock units, then had 1,634 shares withheld at $47.36 to cover tax liabilities, leaving 3,521 common shares held directly.

The filing also details several restricted stock unit awards. One 2025 award covers 4,555 shares, with one-third scheduled to vest on each of January 1, 2026, 2027 and 2028, and 9,110 RSUs remaining subject to vesting conditions under the company’s Nonqualified Deferred Compensation Plan. Separate 2023 and 2024 RSU grants for 13,080 and 10,893 shares have vesting spread over January 1 dates in 2024, 2025, 2026 and 2027, conditioned on continued service.

Insider Trade Summary

4,555 shares exercised/converted

Mixed 5 txns

Insider Smith David Jon

Role CFO AND TREASURER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units 2025	4,555	$0.00	--
Exercise	Common Stock	4,555	$0.00	--
Tax Withholding	Common Stock	1,634	$47.36	$77K
holding	Restricted Stock Units 2023	--	--	--
holding	Restricted Stock Units 2024	--	--	--

Holdings After Transaction: Restricted Stock Units 2025 — 9,110 shares (Direct); Common Stock — 5,155 shares (Direct); Restricted Stock Units 2023 — 13,080 shares (Direct); Restricted Stock Units 2024 — 10,893 shares (Direct)

Footnotes (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. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of Innovative Industrial Properties, Inc. (the "Company") common stock. One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2026, January 1, 2027 and January 1, 2028, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of 9,110 of the RSUs is subject to satisfaction of the vesting conditions under the Company's Nonqualified Deferred Compensation Plan (the "NQDC Plan"). One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2024, January 1, 2025 and January 1, 2026, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's NQDC Plan. One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2025, January 1, 2026 and January 1, 2027, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's NQDC Plan.

Form 4 Insider Transactions: What Each Field Means →

01/05/2026 - 07:20 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Smith David Jon

(Last)

(First)

(Middle)

C/O INNOVATIVE INDUSTRIAL PROPERTIES

11440 WEST BERNARDO COURT, SUITE 100

(Street)

SAN DIEGO

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO AND TREASURER

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2026		M		4,555	A	$0	5,155	D
Common Stock	01/01/2026		F⁽¹⁾		1,634	D	$47.36	3,521	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units 2025	⁽²⁾	01/01/2026		M			4,555	⁽³⁾	⁽³⁾	Common Stock	4,555	$0	9,110	D
Restricted Stock Units 2023	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	13,080		13,080	D
Restricted Stock Units 2024	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	10,893		10,893	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 Innovative Industrial Properties, Inc. (the "Company") common stock.

3. One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2026, January 1, 2027 and January 1, 2028, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of 9,110 of the RSUs is subject to satisfaction of the vesting conditions under the Company's Nonqualified Deferred Compensation Plan (the "NQDC Plan").

4. One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2024, January 1, 2025 and January 1, 2026, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's NQDC Plan.

5. One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2025, January 1, 2026 and January 1, 2027, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's NQDC Plan.

	/s/ David Smith	01/05/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Innovative Industrial Properties (IIPR) report in this Form 4?

The company reported that its CFO and Treasurer acquired 4,555 shares of common stock at $0 upon settlement of restricted stock units on 01/01/2026, and had 1,634 shares withheld at $47.36 to satisfy tax obligations.

How many Innovative Industrial Properties (IIPR) shares does the CFO directly own after the reported transactions?

Following the vesting and tax withholding transactions on 01/01/2026, the reporting officer directly owns 3,521 shares of Innovative Industrial Properties, Inc. common stock.

What restricted stock unit (RSU) awards for IIPR are described in this filing?

The filing lists three RSU awards: a 2025 RSU grant linked to 4,555 underlying shares, a 2023 RSU grant linked to 13,080 shares, and a 2024 RSU grant linked to 10,893 shares of Innovative Industrial Properties common stock.

What is the vesting schedule for the 2025 restricted stock units in IIPR?

For the 2025 RSUs, one-third of the units is scheduled to be released from forfeiture on each of January 1, 2026, January 1, 2027 and January 1, 2028, provided the reporting person remains a non-employee director or employee on those dates. The vesting of 9,110 RSUs is subject to conditions under the company’s Nonqualified Deferred Compensation Plan.

How do the 2023 and 2024 RSU awards for IIPR vest?

The 2023 RSUs vest in three equal installments on January 1, 2024, January 1, 2025 and January 1, 2026, while the 2024 RSUs vest in three equal installments on January 1, 2025, January 1, 2026 and January 1, 2027, in each case requiring continued service and subject to vesting conditions under the company’s Nonqualified Deferred Compensation Plan.

Why were some IIPR shares disposed of in this Form 4 filing?

The disposition of 1,634 shares of Innovative Industrial Properties common stock, coded as transaction F, represents payment of tax liability by having the company withhold shares in connection with the settlement of the reporting person’s restricted stock units.