Innovative Industrial Properties insider reports stock buy and RSU awards

Rhea-AI Filing Summary

Innovative Industrial Properties (IIPR)2,600 IIPR common shares at $49.09 per share, and now holds 2,600 shares indirectly. Following this transaction, Gold reports 213,308 shares held directly and 58,500 shares held indirectly through a spousal lifetime access trust.

Gold also reports several grants of restricted stock units (RSUs) with a $0 exercise price. These RSUs cover different award years and each unit represents the right to receive one IIPR common share upon vesting. The awards generally vest in one‑third increments on specified January 1 dates from 2023 through 2028, provided Gold remains a non‑employee director or employee and the vesting conditions under the company’s Nonqualified Deferred Compensation Plan are satisfied.

11/25/2025 - 07:52 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^*

Gold Alan D

(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)
	EXECUTIVE CHAIRMAN

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025

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	11/24/2025		P		2,600	A	$49.09	2,600	I	By Trust(1)
Common Stock								213,308	D
Common Stock								58,500	I	By SLAT(2)

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 2022	$0(3)							(4)	(4)	Common Stock	16,218		16,218	D
Restricted Stock Units 2023	$0(3)							(5)	(5)	Common Stock	31,566		31,566	D
Restricted Stock Units 2024	$0(3)							(6)	(6)	Common Stock	38,124		38,124	D
Restricted Stock Units 2025	$0(3)							(7)	(7)	Common Stock	45,438		45,438	D
Restricted Stock Units 2021	$0(3)							(8)	(8)	Common Stock	12,612		12,612	D
Restricted Stock Units 2020	$0(3)							(8)	(8)	Common Stock	15,978		15,978	D

Explanation of Responses:

1. SMG Irrevocable Trust for the benefit of the reporting person's adult child. The reporting person and the reporting person's spouse control the entity that serves as trustee of SMG Irrevocable Trust.

2. A Spousal Lifetime Access Trust ("SLAT") for the benefit of the reporting person's spouse and adult child. The reporting person and the reporting person's spouse control the entity that serves as trustee of the SLAT.

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

4. One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2023, January 1, 2024 and January 1, 2025, 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, 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.

6. 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.

7. 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 RSUs is subject to satisfaction of the vesting conditions under the Company's Nonqualified Deferred Compensation Plan (the "NQDC Plan").

8. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's NQDC Plan.

	/s/ Alan D. Gold	11/25/2025
	** 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 in IIPR stock is reported on this Form 4?

The filing reports that Executive Chairman Alan D. Gold had a trust purchase 2,600 shares of Innovative Industrial Properties (IIPR) common stock on 11/24/2025 at a price of $49.09 per share.

How many Innovative Industrial Properties (IIPR) shares does Alan D. Gold report owning after the transaction?

After the reported transaction, Alan D. Gold reports 213,308 IIPR common shares held directly, 2,600 shares held indirectly through the SMG Irrevocable Trust, and 58,500 shares held indirectly through a spousal lifetime access trust.

What is the SMG Irrevocable Trust mentioned in the IIPR Form 4?

The SMG Irrevocable Trust is for the benefit of Alan D. Gold’s adult child. Gold and his spouse control the entity that serves as trustee of this trust, which now holds 2,600 IIPR shares.

What is the SLAT referenced in Alan D. Gold’s IIPR holdings?

The Spousal Lifetime Access Trust (SLAT) is for the benefit of Gold’s spouse and adult child. Gold and his spouse control the trustee entity, and this SLAT holds 58,500 IIPR common shares indirectly for him.

What restricted stock units (RSUs) in IIPR does Alan D. Gold report?

Gold reports multiple restricted stock unit (RSU) awards from years including 2020, 2021, 2022, 2023, 2024 and 2025, each with an exercise price of $0. Each RSU gives the right to receive one share of IIPR common stock upon vesting, subject to plan conditions.

How do Alan D. Gold’s IIPR RSUs vest over time?

The RSUs generally vest in one‑third installments on January 1 in successive years. For example, one award vests in thirds on January 1 of 2023, 2024 and 2025, while later awards vest on January 1 dates extending through 2028, as long as he remains a non‑employee director or employee and vesting conditions under the company’s Nonqualified Deferred Compensation Plan are met.