20,061-share grant boosts Innovative Industrial (NYSE: IIPR) CFO stake

Rhea-AI Filing Summary

Innovative Industrial Properties CFO and Treasurer David Jon Smith reported receiving a grant of 20,061 shares of common stock on January 20, 2026, recorded at a price of $0.00 per share as an equity award. After this grant, he beneficially owns 23,582 shares of the company’s common stock in direct form.

According to the footnotes, this award is restricted stock, with one-third of the shares scheduled to be released from forfeiture on each of January 1, 2027, January 1, 2028, and January 1, 2029, subject to his continued service with the company. Smith also holds restricted stock units from prior years, covering 13,080 shares from 2023, 10,893 shares from 2024, and 9,110 shares from 2025, each tied to service-based vesting under the company’s NQDC 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

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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^*

Smith David Jon

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		A		20,061	A	(1)	23,582	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 2023	(2)							(3)	(3)	Common Stock	13,080		13,080	D
Restricted Stock Units 2024	(2)							(4)	(4)	Common Stock	10,893		10,893	D
Restricted Stock Units 2025	(2)							(5)	(5)	Common Stock	9,110		9,110	D

Explanation of Responses:

1. Represents grant of restricted stock. One-third of the shares shall be released from the forfeiture restriction on each of January 1, 2027, January 1, 2028, and January 1, 2029, provided that the reporting person continues to be a non-employee director or employee of Innovative Industrial Properties, Inc. (the "Company") on such date.

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, 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.

4. 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.

5. 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 NQDC Plan.

	/s/ David Smith	01/21/2026
	** 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).
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FAQ

What did IIPR CFO David Jon Smith report on this Form 4?

He reported an equity award of 20,061 shares of Innovative Industrial Properties common stock on January 20, 2026, increasing his directly held stake to 23,582 shares.

What type of shares did the IIPR CFO receive and how do they vest?

The award is restricted stock. One-third of the 20,061 shares is scheduled to be released from forfeiture on each of January 1, 2027, January 1, 2028, and January 1, 2029, if he continues as a non-employee director or employee on those dates.

How many Innovative Industrial Properties shares does the CFO own after the transaction?

Following the reported grant, David Jon Smith beneficially owns 23,582 shares of Innovative Industrial Properties (IIPR) common stock in direct form.

What restricted stock units (RSUs) related to IIPR does the CFO hold?

He holds RSUs corresponding to 13,080 shares from 2023, 10,893 shares from 2024, and 9,110 shares from 2025, each representing the right to receive one share of common stock per unit upon vesting.

What are the vesting conditions for the CFO’s IIPR RSU awards?

Each RSU award vests in three equal installments on specified January 1 dates, provided he continues as a non-employee director or employee, and vesting is also subject to conditions under the company’s NQDC Plan.

Did the CFO pay cash for the 20,061 IIPR shares reported on this Form 4?

The award is recorded at a transaction price of $0.00 per share, indicating it was received as a compensatory equity grant rather than a market purchase.