Innovative Industrial Properties (IIPR) director converts 911 RSUs into 2,611-share holding

Rhea-AI Filing Summary

Innovative Industrial Properties director Scott Shoemaker reported the vesting of equity awards and resulting share ownership changes. On January 2, 2026, 911 restricted stock units from a 2020 grant converted into 911 shares of common stock at an exercise price of $0. Following this transaction, Shoemaker directly owns 2,611 shares of common stock. He also continues to hold several other restricted stock unit awards from 2021–2025, which each represent the right to receive one share of common stock upon vesting and remain subject to the company’s Nonqualified Deferred Compensation Plan vesting conditions, including a forfeiture release date of June 11, 2026 for certain RSUs.

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^*

Shoemaker Scott

(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
	Officer (give title below)		Other (specify below)

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		911	A	$0	2,611	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(1)	01/02/2026		M			911	(2)	(2)	Common Stock	911	$0	0	D
Restricted Stock Units 2025	$0(1)							(3)	(3)	Common Stock	2,796		2,796	D
Restricted Stock Units 2024	$0(1)							(2)	(2)	Common Stock	1,416		1,416	D
Restricted Stock Units 2023	$0(1)							(2)	(2)	Common Stock	2,247		2,247	D
Restricted Stock Units 2022	$0(1)							(2)	(2)	Common Stock	1,249		1,249	D
Restricted Stock Units 2021	$0(1)							(2)	(2)	Common Stock	883		883	D

Explanation of Responses:

1. 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.

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

3. All of the RSUs shall be released from the forfeiture restriction on June 11, 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 Nonqualified Deferred Compensation Plan (the "NQDC Plan"

	/s/ Scott Shoemaker	02/03/2026
	** 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).
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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 Scott Shoemaker report at Innovative Industrial Properties (IIPR)?

Shoemaker reported the vesting of 911 restricted stock units, which converted into 911 shares of Innovative Industrial Properties common stock at an exercise price of $0. This was recorded as a code M transaction on January 2, 2026 in the Form 4 filing.

How many Innovative Industrial Properties (IIPR) shares does Scott Shoemaker own after this Form 4?

After the reported transaction, Scott Shoemaker directly owns 2,611 shares of Innovative Industrial Properties common stock. This reflects the addition of 911 shares received from the vesting and settlement of restricted stock units originally granted in 2020 under the company’s equity compensation arrangements.

What happened to the 2020 restricted stock units reported by Scott Shoemaker for IIPR?

All 911 restricted stock units from the 2020 grant were settled into 911 shares of common stock at an exercise price of $0, leaving zero 2020 RSUs outstanding. Each RSU represented a contingent right to receive one share upon vesting, as disclosed.

What other restricted stock units does Scott Shoemaker still hold in Innovative Industrial Properties (IIPR)?

Shoemaker continues to hold restricted stock units from multiple years, including 2,796 RSUs (2025), 1,416 (2024), 2,247 (2023), 1,249 (2022), and 883 (2021). Each RSU represents the right to receive one share of common stock upon vesting under plan conditions.

When do Scott Shoemaker’s restricted stock units at Innovative Industrial Properties vest?

The filing notes that all of the RSUs referenced in the footnote are scheduled to be released from forfeiture on June 11, 2026, provided Shoemaker remains a non-employee director or employee. Vesting is subject to conditions under the company’s Nonqualified Deferred Compensation Plan.

What does a code M transaction mean in Scott Shoemaker’s Form 4 for IIPR?

The code M transaction indicates the exercise or conversion of a derivative security. Here, 911 restricted stock units from a 2020 grant were converted into 911 shares of Innovative Industrial Properties common stock at an exercise price of $0, as part of equity compensation.