Innovative Industrial (IIPR) CEO logs tax share forfeiture and RSUs

Rhea-AI Filing Summary

Innovative Industrial Properties Inc. reported an insider equity transaction by its President, CEO and Director relating to restricted stock vesting. On 01/01/2026, the reporting person had 10,983 shares of common stock withheld and forfeited to the company to cover tax liabilities, at a price of $47.36 per share. After this tax-withholding transaction, the insider directly beneficially owned 97,450 shares of common stock.

The filing also discloses derivative holdings in the form of restricted stock units. These include RSUs from 2020 covering 10,653 shares of common stock and RSUs from 2021 covering 6,654 shares. Each RSU represents the right to receive one share of common stock upon vesting at an exercise price of $0, with vesting subject to 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

OMB Number:			3235-0287
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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)
01/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/01/2026		F(1)		10,983	D	$47.36	97,450	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	$0(2)							(3)	(3)	Common Stock	10,653		10,653	D
Restricted Stock Units 2021	$0(2)							(3)	(3)	Common Stock	6,654		6,654	D

Explanation of Responses:

1. Represents payment of tax liability by the forfeiture of shares of common stock to Innovative Industrial Properties, Inc. (the "Company") incident to the vesting of the reporting person's restricted stock.

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	01/05/2026
	** 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.
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FAQ

What insider transaction did Innovative Industrial Properties (IIPR) report?

The company reported that its President, CEO and Director had 10,983 shares of common stock withheld and forfeited to the company on 01/01/2026 to cover tax liabilities related to restricted stock vesting.

At what price were the IIPR shares withheld in this Form 4 filing?

The 10,983 shares of Innovative Industrial Properties common stock were withheld at a price of $47.36 per share to satisfy the reporting person’s tax obligation.

How many IIPR shares does the reporting person own after the transaction?

Following the tax-withholding transaction, the reporting person directly beneficially owned 97,450 shares of Innovative Industrial Properties common stock.

What restricted stock units (RSUs) are disclosed in the IIPR Form 4?

The filing lists Restricted Stock Units 2020 tied to 10,653 shares of common stock and Restricted Stock Units 2021 tied to 6,654 shares, each with an exercise price of $0.

What does each RSU represent in the Innovative Industrial Properties filing?

Each restricted stock unit represents the contingent right to receive, upon vesting, one share of Innovative Industrial Properties common stock, subject to vesting conditions.

What plan governs vesting of the IIPR restricted stock units?

The vesting of the restricted stock units is subject to satisfaction of the vesting conditions under Innovative Industrial Properties’ Nonqualified Deferred Compensation Plan.