UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 915, 2026

Innovative Industrial Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-37949

81-2963381

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1389 Center Drive, Suite 200

Park City, Utah 84098

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (858) 997-3332

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	IIPR	New York Stock Exchange

Series A Preferred Stock, par value $0.001 per share	IIPR-PA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

OnIndenture ~~June 9, 2026, Innovative Industrial Properties, Inc. (the “Company”) issued a press release announcing the commencement of the Offering (as defined below);~~ and ~~on June 10, 2026, the Company issued a press release announcing the pricing of the Offering. Ccopies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively.~~Notes

~~The~~On ~~information~~June 15, ~~contained~~2026, IIP inOperating ~~Item~~Partnership, LP ~~7.01~~(the of“Operating ~~this Current~~Partnership”), ~~Report~~the onoperating ~~Form~~partnership ~~8-K,~~of ~~including~~Innovative ~~Exhibits~~Industrial Properties, 99Inc.1 ~~and~~(the ~~99.2~~“Company”), issued is$402,500,000 ~~being~~aggregate ~~furnished~~principal ~~and~~amount ~~shall~~of ~~not~~6.00% beexchangeable ~~deemed~~senior notes due 2029 (the “~~filed~~Notes”) ~~for~~to BTIG, LLC and ~~purposes~~certain other initial purchasers (collectively, the “Initial Purchasers”) pursuant to a Purchase Agreement, dated as of ~~Section~~June 189, 2026 (the “Purchase Agreement”), which includes $52,500,000 in aggregate principal amount of the ~~Securities~~Notes ~~Exchange~~that ~~Act~~were ofsold ~~1934,~~to orthe Initial ~~otherwise~~Purchasers ~~subject~~pursuant to the ~~liabilities~~full exercise of ~~that~~the ~~section~~option set forth in the Purchase Agreement. ~~Such~~The ~~information~~Notes were issued pursuant to ~~shall~~an ~~not~~Indenture, bedated ~~incorporated~~as byof ~~reference~~June 15, ~~into~~2026, ~~any~~by ~~filing~~and ofamong the Company, ~~whether~~the ~~made~~Operating ~~before~~Partnership orand ~~after~~Argent ~~the~~Institutional ~~date~~Trust ~~hereof~~Company, as ~~regardless~~trustee of(the ~~any general~~“Trustee”), ~~incorporation~~governing ~~language~~the interms ~~such~~of ~~filing~~the Notes.

~~Item~~The 8Notes were offered in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act.01 ~~Other~~The ~~Events~~offer and sale of the Notes and the underlying shares of common stock of the Company, par value $0.001 per share, issuable upon exchange, if any, have not been registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

~~Purchase~~The ~~Agreement~~Notes are the Operating Partnership’s senior unsecured obligations and rank senior in right of payment to any of the Operating Partnership’s indebtedness that is expressly subordinated in right of payment to the Notes, equal in right of payment to any of the Operating Partnership’s senior unsecured and unsubordinated indebtedness, effectively junior in right of payment to any of the Operating Partnership’s mortgages and other secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to any of the Operating Partnership’s existing and future indebtedness and other liabilities of subsidiaries of the Operating Partnership, if any. The Notes are fully and unconditionally guaranteed by the Company on a senior, unsecured basis.

OnThe ~~June~~Notes 9,bear ~~2026,~~interest ~~the~~at ~~Company~~a ~~and~~rate ~~IIP Operating Partnership, LP, the operating partnership subsidiary~~ of ~~the~~6.00% ~~Company (the “Operating Partnership”)~~per annum, ~~entered into~~which ais ~~purchase~~payable ~~agreement~~semi-annually ~~(the~~in ~~“Purchase~~arrears ~~Agreement”)~~on ~~with~~June 15 ~~BTIG,~~and ~~LLC,~~December 15 ~~as representative~~ of ~~the~~each ~~initial purchasers (collectively~~year, ~~the~~beginning ~~“Initial Purchasers”)~~December 15, ~~pursuant to which the Operating Partnership agreed to sell~~2026, until ~~and~~ the ~~Initial Purchasers~~maturity ~~severally~~date ~~agreed to purchase, $402.5 million aggregate principal amount~~ of ~~the Operating Partnership's 6.000% exchangeable senior notes due 2029 (the “Notes”)~~June 15, ~~including the full exercise by the Initial Purchasers of their option to purchase an additional $52~~2029.~~5 million aggregate principal amount of Notes in a private offering (the “Offering”).~~

The ~~Offering~~Notes isare ~~expected~~exchangeable at any time prior to the close of business on ~~June~~the 15second scheduled trading day immediately preceding the maturity date for cash, shares of the Company’s ~~2026~~common stock or a combination of cash and shares of common stock, at the election of the Operating Partnership, based on an initial exchange rate of 14.4113 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial exchange price of approximately $69.39 per share of common stock), subject to adjustment of the ~~satisfaction~~exchange rate under certain circumstances. In addition, following the occurrence of ~~customary~~a ~~closing~~make-whole ~~conditions~~fundamental change, as defined in the Indenture, the Operating Partnership will, in certain circumstances, increase the exchange rate for a holder that elects to exchange Notes in connection with such make-whole fundamental change.

~~The~~Subject ~~Notes~~to ~~will~~certain beexceptions, ~~senior~~the ~~unsecured obligations~~Company’s ofcharter ~~the~~restricts ~~Operating~~ownership ~~Partnership,~~of ~~will~~(i) more bethan ~~fully~~9.8% ~~and~~in ~~unconditionally~~value ~~guaranteed~~or byin ~~the~~number ~~Company~~of ~~and~~shares, ~~will~~whichever beis ~~exchangeable~~more ~~for cash~~restrictive, of its outstanding shares of ~~the~~ ~~Company’s~~ common stock, or a(ii) more ~~combination~~than of9.8% ~~cash~~in ~~and~~value ~~shares~~ of ~~the~~its ~~Company’s~~outstanding ~~common~~capital stock, atin ~~the~~order ~~Operating~~to ~~Partnership’s option.~~protect ~~The~~its ~~initial~~status ~~exchange~~as ~~rate~~a ~~for~~real estate ~~the~~investment ~~Notes~~trust ~~will~~for ~~be 14~~U.~~4113~~S. ~~shares~~federal ofincome ~~the~~tax ~~Company’s~~purposes, ~~common~~among ~~stock~~other ~~per~~purposes. ~~$1,000~~Notwithstanding ~~principal~~any ~~amount of~~other ~~Notes~~provision ~~and~~of the ~~initial~~Notes, no ~~exchange~~holder ~~price~~of Notes will be ~~approximately~~entitled ~~$69.39~~to ~~per~~receive ~~share~~shares of the Company’s common stock. ~~The~~following ~~initial~~ exchange ~~rate~~ ~~and~~of ~~initial~~such ~~exchange~~Notes ~~price are subject~~ to ~~adjustment~~the inextent that ~~certain~~receipt ~~circumstances.~~of ~~The~~common ~~Notes~~stock ~~will~~would ~~pay~~cause ~~interest~~such ~~semiannually~~holder at(after aapplication ~~rate~~ of ~~6.0%~~certain ~~per~~constructive ~~annum~~ownership ~~and~~rules) ~~will mature on June 15, 2029, unless earlier exchanged or repurchased in accordance with their terms. The Operating Partnership will not have the right~~ to ~~redeem~~exceed the ~~Notes~~ownership limits ~~prior~~contained toin ~~maturity, but may be required to repurchase~~ the ~~Notes~~Company’s ~~from holders under certain circumstances~~charter.

InThe ~~addition,~~Operating ~~following~~Partnership ~~the~~may ~~occurrence~~not ofredeem ~~certain corporate~~the ~~events that occur~~ Notes prior to ~~the~~ maturity. ~~date,~~No ~~the~~sinking ~~Operating~~fund ~~Partnership~~ will, inbe ~~certain~~provided ~~circumstances,~~for ~~increase~~ the ~~exchange rate for a holder that elects to exchange~~ Notes ~~in connection with such corporate event~~.

~~The~~Upon ~~Operating~~the ~~Partnership~~occurrence ~~intends~~of toa ~~use~~fundamental ~~$80.5~~change, as ~~million~~defined ofin the ~~net~~Indenture, ~~proceeds~~subject ~~from~~to ~~the~~certain ~~Offering~~conditions, toholders ~~fund~~may require the ~~repurchase~~Operating ofPartnership ~~1,334,106~~to ~~shares~~repurchase of the ~~Company’s~~Notes ~~common~~in ~~stock from certain~~whole ~~purchasers~~or ofin ~~the~~part ~~Notes~~for incash ~~privately~~at ~~negotiated~~a ~~transactions.~~fundamental ~~The~~change ~~Operating~~repurchase ~~Partnership~~price ~~intends~~equal to ~~use~~100% of the ~~remaining~~principal ~~net~~amount ~~proceeds~~of ~~from~~ the ~~Offering~~Notes ~~for~~to ~~working~~be ~~capital and general corporate purposes~~repurchased, ~~which~~plus accrued ~~may include repayment of indebtedness~~ and ~~funding~~unpaid ~~investments~~interest, ~~that are~~if ~~consistent~~any, ~~with~~to, ~~its~~but ~~investment strategy~~excluding, orthe afundamental ~~combination~~change ofrepurchase ~~the foregoing~~date.

~~The~~Each ~~Notes, including the guarantee, and the shares~~ of ~~common stock issuable upon exchange of~~ the ~~Notes,~~following ~~have~~is ~~not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or~~ an ~~applicable~~event exemption from registration requirements. The Operating Partnership is offering and selling the Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of ~~the~~default ~~Securities Act. The Initial Purchasers will initially offer the Notes for~~with ~~resale~~respect to ~~persons reasonably believed to be qualified institutional buyers (as defined in~~ the ~~Securities Act) pursuant to the exemption from registration provided by Rule 144A under the Securities Act.~~Notes:

~~This~~(1) ~~Current~~default ~~Report~~in onthe ~~Form~~payment ~~8-K does not constitute an offer to sell, or a solicitation~~ of anany ~~offer~~interest toon ~~buy,~~ any ~~security~~Note ~~and~~when ~~shall~~due ~~not~~and ~~constitute an offer~~payable, ~~solicitation~~and orthe ~~sale~~default incontinues ~~any~~for ~~jurisdiction in~~a ~~which~~period ~~such~~of ~~offer,~~90 ~~solicitation or sale would be unlawful.~~days;

~~Repayment~~(2) default in the payment of ~~2026~~principal ~~Senior~~of ~~Notes~~any Note (including the fundamental change repurchase price) when due and payable on the maturity date, upon required repurchase, upon declaration of acceleration or otherwise;

~~On May 26, 2026, the Company fully repaid the outstanding $282 million of its 5.50% Senior Notes due 2026~~ (~~the “Notes due 2026”~~3), ~~which~~failure ~~were~~by ~~senior unsecured obligations of~~ the Operating Partnership, ~~fully~~or ~~and unconditionally guaranteed by~~ the Company, ~~and matured on May 25, 2026. The repayment amount represented 100% of the principal amount plus accrued and unpaid interest~~ to ~~the~~comply ~~repayment~~with ~~date.~~its ~~The~~obligation ~~repayment was completed through cash on hand, availability under the Company’s credit facility pursuant~~ to aexchange ~~loan and security agreement between~~ the ~~Operating~~Notes ~~Partnership and a federally regulated commercial bank, which matures on October 23, 2026, and was most recently amended in November 2024 to increase aggregate commitments~~ for ~~secured revolving loans to $87.5 million~~cash, ~~availability~~shares ~~under~~of the Company’s ~~credit~~common ~~facility~~stock ~~pursuant~~or to a ~~loan~~combination ~~agreement~~of ~~between the~~cash ~~Operating Partnership~~ and ~~IIP~~shares ~~Life Science Investments LLC, a wholly owned subsidiary~~ of ~~the~~common ~~Operating Partnership~~stock, ~~and~~as ~~a federally regulated commercial bank, which provides for a revolving line of credit available up to $100.0 million until~~ the ~~maturity~~case ~~date~~may ~~on October 3~~be, ~~2028, and net proceeds from four secured term loans previously disclosed~~ in ~~the~~accordance ~~Company’s filings~~ with the ~~SEC:~~Indenture aupon ~~$20.0~~exercise ~~million term~~of ~~loan from Generations Bank maturing April 22, 2029;~~ a ~~$56.5~~holder's ~~million~~exchange ~~term loan from Thorofare Asset Based Lending Reit Fund V~~right, ~~LLC maturing~~which ~~May~~failure 5,continues ~~2029;~~for ~~approximately~~five ~~$44.9~~business ~~million of term loans from Amalgamated Bank maturing June 5, 2031~~days; ~~and a $20.0 million term loan from A.G.P./Alliance Global Partners maturing October 9, 2026.~~

~~At-~~(4) failure by the~~-Market~~ ~~Offering~~Operating ~~Program~~Partnership ~~Sales~~to comply with its obligations related to a merger, consolidation or sale of assets;

~~From~~(5) ~~April~~failure 1,by ~~2026 to June 1, 2026,~~ the ~~Company has~~Operating ~~sold~~Partnership ~~under~~to ~~the~~provide ~~Company’s~~timely ~~at-the-market~~notice ~~offering~~in ~~program,~~connection ~~680,842~~with ~~shares~~a offundamental the Company’s common stock for aggregate net proceeds of approximately $34.8 million, and 948,034 shares of the Company’s Series A Preferred Stock for aggregate net proceeds of approximately $20.9 million. As of June 1, 2026, there were 28,995,362 shares of the Company’s common stock issued and outstanding and 5,666,082 shares of the Company’s Series A Preferred Stock issued and outstanding.change;

~~This~~(6) ~~Current~~failure ~~Report~~by onthe ~~Form~~Operating ~~8-K~~Partnership ~~contains~~or ~~statements that~~the ~~are~~Company ~~“forward-looking~~for ~~statements”~~90 ~~within~~days ~~the~~after ~~meaning~~written ofnotice from the ~~safe~~Trustee ~~harbor~~or ~~provisions of~~ the ~~Private~~holders ~~Securities~~of ~~Litigation Reform~~at ~~Act~~least of25% ~~1995~~in ~~and~~principal ~~Section~~amount ~~21E~~ of the ~~Securities~~Notes ~~Exchange~~then ~~Act~~outstanding ofhas ~~1934.~~been ~~All~~received ~~statements~~by ~~other~~the ~~than~~Operating ~~historical~~Partnership ~~facts,~~or ~~including, without limitation, statements regarding~~ the ~~closing~~Company ofto ~~the~~comply ~~Offering,~~with ~~the~~any ~~issuance~~ of the ~~Notes,~~Operating ~~and~~Partnership’s ~~the~~or ~~use of proceeds from~~ the ~~Offering,~~Company’s ~~including the~~respective ~~share~~agreements ~~repurchase,~~contained ~~are forward-looking statements. When used~~ in ~~this press release, words such as~~ the ~~Company~~Notes or the ~~Operating~~Indenture ~~Partnership “believes,”~~(other ~~“expects,”~~than ~~“may,”~~a ~~“will,”~~covenant ~~“should,”~~or ~~“seeks,”~~warranty ~~“approximately,” “intends,”~~a ~~“plans,”~~default ~~“estimates”~~in orwhose ~~“anticipates”~~performance or ~~the~~whose ~~negative~~breach ~~thereof~~is orelsewhere ~~similar~~specifically ~~terminology are~~provided ~~generally~~for ~~intended~~or towhich ~~identify~~does ~~forward-looking~~not ~~statements.~~apply ~~Such forward-looking statements are subject~~ to ~~risks~~the ~~and uncertainties that could cause actual results to differ materially from those expressed in~~Notes), orwhich ~~implied~~notice ~~by,~~shall ~~such~~state ~~statements.~~that ~~Investors~~it ~~should~~is ~~not place undue reliance upon forward-looking statements. The Company disclaims any obligation to update or revise any forward-looking statements, whether as~~ a ~~result~~“Notice of ~~new~~Default” ~~information,~~under ~~future~~the ~~events or otherwise.~~Indenture;

~~Item~~(7) ~~9.01.~~default ~~Financial~~by ~~Statements~~the Operating Partnership or the Company following the failure to pay beyond any applicable grace period, or resulting in the acceleration of, indebtedness of the Operating Partnership, the Company or any of their respective subsidiaries where the aggregate principal amount with respect to which the default has occurred is greater than $50 million (or its foreign currency equivalent at the time), which indebtedness is not discharged, or such default in payment or acceleration is not cured or rescinded, within 30 days after written notice to the Operating Partnership from the Trustee (or to the Trustee and ~~Exhibits.~~the Operating Partnership from holders of at least 25% in principal amount of the Notes then outstanding);

(d8) ~~Exhibits.~~a final judgement or judgements for the payment of $50 million (or its foreign currency equivalent at the time) or more, excluding any amounts covered by insurance, in the aggregate rendered against the Operating Partnership, the Company or any of their respective subsidiaries which judgement is not discharged, bonded, paid, waived or stayed within 60 days after (i) the date on which the right to appeal has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;

Exhibit		Description of Exhibit
99.1		Press release issued by the Company on June 9, 2026.
99.2		Press release issued by the Company on June 10, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(9)

except as otherwise permitted by the Indenture, the Company’s guarantee with respect to the Notes ceases to be in full force and effect, or is declared null and void in a judicial proceeding, or the Company denies or disaffirms in writing its obligations under the Indenture; or

~~SIGNATURES~~(10) certain events of bankruptcy, insolvency, or reorganization of the Company, the Operating Partnership or any significant subsidiary (as defined in Article 1, Rule 1-02 of Regulation S-X) of the Company or the Operating Partnership.

~~Pursuant~~If an event of default other than an event of default arising under clause (10) above occurs and is continuing, the Trustee by notice to the ~~requirements~~Operating Partnership, or the holders of at least 25% in principal amount of then outstanding Notes by notice to the ~~Securities~~Operating Partnership and the Trustee, may, and the Trustee ~~Exchange~~at ~~Act~~the request of ~~1934~~such holders shall, declare 100% of the ~~registrant~~principal ~~has~~of, ~~duly~~and ~~caused~~accrued ~~this~~and ~~report~~unpaid interest, if any, on, all then outstanding Notes to be ~~signed~~due and payable. In addition, upon an event of default arising under clause (10) above with respect to the Operating Partnership, 100% of the principal of and accrued and unpaid interest on ~~its~~the ~~behalf~~Notes bywill automatically become due and payable. Upon any such acceleration, the ~~undersigned~~principal ~~hereunto~~of ~~duly~~and ~~authorized~~accrued and unpaid interest, if any, on the Notes will be due and payable immediately.

Date: June 11, 2026	INNOVATIVE INDUSTRIAL PROPERTIES, INC.
	By:	/s/ David Smith
	Name:	David Smith
	Title:	Chief Financial Officer and Treasurer

If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, the Company fails to timely file any document or report that it is required to file pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (after giving effect to all applicable grace periods thereunder and other than Current Reports on Form 8-K), or the Notes or any shares of the Company’s common stock issuable upon exchange of the Notes are not otherwise freely tradable pursuant to Rule 144, subject to certain limitations, the Operating Partnership will pay additional interest on the Notes equal to 0.5% per annum of the principal amount of Notes outstanding. Further, if, and for so long as, the restrictive legend on the Notes has not been removed, the Notes are assigned a restricted CUSIP number or the Notes and any shares of the Company’s common stock issuable upon exchange of the Notes are not otherwise freely tradable pursuant to Rule 144, subject to certain limitations regarding holders of the Notes who are the Operating Partnership's current or prior affiliates, as of the 365th day after the last date of original issuance of the Notes, the Operating Partnership will pay additional interest on the Notes equal to 0.5% per annum of the principal amount of Notes outstanding.

This description of the Indenture and the Notes is qualified in its entirety by reference to the text of the Indenture and the form of Note, which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01

Other Events.

Concurrently with the offering of the Notes, the Company used approximately $80.5 million of the net proceeds from the offering to fund the repurchase of 1,334,466 shares of the Company’s common stock in privately negotiated transactions effected through the Initial Purchasers at a price per share of $60.34, the last reported sale price per share of the Company’s common stock on the New York Stock Exchange on June 9, 2026.

This Current Report on Form 8-K is neither an offer to sell, nor a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit		Description of Exhibit
4.1		Indenture, dated as of June 15, 2026, among the Operating Partnership, as issuer, the Company, as guarantor, and the Trustee, as trustee, including the Form of Note representing the Operating Partnership’s 6.00% Exchangeable Senior Notes due 2029.
4.2		Form of 6.00% Exchangeable Senior Note (included as Exhibit A to Exhibit 4.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 15, 2026	INNOVATIVE INDUSTRIAL PROPERTIES, INC.

	By:	/s/ David Smith
	Name:	David Smith
	Title:	Chief Financial Officer and Treasurer

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