What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-21 · 704 added, 501 removed, 675 unchanged (64% of the section changed)

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During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement,” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSEPCTIONS

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information concerning our directors, executive officers and corporate governance required by Item 10 will be included in the Proxy Statement to be filed relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

Pursuant to instruction G(3) to Form 10-K, information concerning audit committee financial expert disclosure set forth under the heading “Information Regarding the Board — Committees of the Board — Audit Committee” will be included in the Proxy Statement to be filed relating to Innovative Industrial Properties, Inc.’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

Pursuant to instruction G(3) to Form 10-K, information concerning compliance with Section 16(a) of the Exchange Act concerning our directors and executive officers set forth under the heading entitled “General Section 16(a) Beneficial Ownership Reporting Compliance” will be included in the Proxy Statement to be filed relating to Innovative Industrial Properties, Inc.’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

The information concerning our directors, executive officers, corporate governance and our insider trading policy required by Item 10 will be included in the Proxy Statement to be filed relating to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

Pursuant to instruction G(3) to Form 10-K, information concerning audit committee financial expert disclosure set forth under the heading “Additional Information Regarding the Board and Corporate Governance — Audit Committee” will be included in the Proxy Statement to be filed relating to Innovative Industrial Properties, Inc.’s 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

Pursuant to instruction G(3) to Form 10-K, information concerning compliance with Section 16(a) of the Exchange Act concerning our directors and executive officers set forth under the heading entitled “Delinquent Section 16(a) Report” will be included in the Proxy Statement to be filed relating to Innovative Industrial Properties, Inc.’s 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

Information About our Executive Officers and Directors

Our executive officers as of February 24, 2026, along with their positions and offices held with the Company, are as follows:

Executive Chairman and Director

Paul Smithers

President, Chief Executive Officer and Director

Chief Financial Officer and Treasurer

Name Position

Alan Gold Executive Chairman and Director

Paul Smithers President, Chief Executive Officer and Director

David Smith Chief Financial Officer and Treasurer

In addition to Messrs.

Gold and Smithers, our directors as of February 24, 2026, and their principal occupations or current employment are as follows:

Gary Kreitzer

Retired Executive Vice President and General Counsel;

Name Position

Gary Kreitzer Retired Executive Vice President and General Counsel;

Co-Founder of three publicly traded REITs

Retired Executive Vice President and Corporate Banking Chief Risk Officer MUFG Union Bank, N.A., Member of the Board of Directors of Banc of California, Inc.

and Hunter Industries, Inc.

Scott Shoemaker

Practicing orthopedic surgeon for Kaiser Permanente

David Stecher

Managing Director at CapAcquity LLC

David Boyle Vice President of Finance at AST SpaceMobile, Inc.

Scott Shoemaker Practicing orthopedic surgeon for Kaiser Permanente

Code of Ethics and Code of Conduct

We have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Our Code of Business Conduct and Ethics is posted on our website (www.innovativeindustrialproperties.com).

Our Code of Business Conduct and Ethics is posted on the "Investors" section of our website (www.innovativeindustrialproperties.com), through the "Governance Documents" link under the "Governance" heading.

We do not incorporate the information on our website into this Annual Report on Form 10-K and you should not consider any such information that can be accessed through our website as part of this Annual Report.

We intend to disclose any amendments to certain provisions of our Code of Business Conduct and Ethics, or any waivers of those provisions, as required by the listing rules of the New York Stock Exchange, the rules and regulations of the SEC and applicable law on our website promptly following the date of such amendment or waiver.

We intend to disclose any amendments to certain provisions of our Code of Business Conduct and Ethics, or any waivers of those provisions, as

required by the listing rules of the New York Stock Exchange, the rules and regulations of the SEC and applicable law on our website promptly following the date of such amendment or waiver.

EXECUTIVE COMPENSATION

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The information concerning our principal accountant fees and services required by Item 14 will be included in the Proxy Statement to be filed relating to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULE

(a)(1) and (2) Financial Statements and Schedule:

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) and (2) Financial Statements and Schedules:

Please refer to the Index to Consolidated Financial Statements included under Part II, Item 8, Financial Statements and Supplementary Data.

Description of Exhibit

Number Description of Exhibit

3.1 Second Articles of Amendment and Restatement of Innovative Industrial Properties, Inc.

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4.1 Form of Certificate for Common Stock.(4)

Indenture, dated as of February 21, 2019, among IIP Operating Partnership, LP, as issuer, Innovative Industrial Properties, Inc.

and the subsidiaries of IIP Operating Partnership, LP, as guarantors, Argent Institutional Trust Company, as trustee (as successor-in-interest to GLAS Trust Company LLC), and Securities Transfer Corporation, as registrar (as successor-in-interest to GLAS Trust Company LLC), including the Form of Note representing IIP Operating Partnership, LP’s 3.75% Exchangeable Senior Notes due 2024.(5)

4.2 Indenture, dated as of May 25, 2021, among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP, the Subsidiary Guarantors set forth on the signature page thereto, Argent Institutional Trust Company, as trustee (as successor-in-interest to GLAS Trust Company LLC), and Securities Transfer Corporation, as registrar (as successor-in-interest to GLAS Trust Company LLC), including the form of 5.50% Senior Note due 2026.

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10.15 Registration Rights Agreement, dated as of May 25, 2021, among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP, the Subsidiary Guarantors set forth on the signature page thereto and BTIG, LLC, as representative of the initial purchasers.( 5 )

10.16** Securities Purchase Agreement, dated August 6, 2025, by and among IIP Operating Partnership, IQHQ Holdings, LP, and IQHQ, Inc.(1 4 )

10.17 Warrant, dated September 30, 2025, to purchase Class A-3 Units of IQHQ Holdings, LP.(1 5 )

10.18** Amendment and Restatement Agreement, dated September 30, 2025, by and among IQHQ, LP, as borrower, IQHQ, Inc., as parent guarantor, Acquiom Agency Service, LLC, as administrative and collateral agent, IIP Life Science Investments, LLC, as lender, and the other lender parties thereto.(1 5 )

10.19 Right of First Offer Letter, dated September 30, 2025, by and among, IIP Life Science, IQHQ, Inc.

IQHQ Holdings, LP.(1 5 )

10.20** Loan Agreement, dated October 23, 2023, as amended, between IIP Operating Partnership, LP and East West Bank, as agent, sole lead arranger, and sole bookrunner.(1 5 )

10.21** Loan Agreement, dated October 3, 2025, by and among IIP Operating Partnership, LP, the guarantors party thereto, the lenders party thereto, and East West Bank, as agent, sole lead arranger, and sole bookrunner.(1 6 )

19.1 Innovative Industrial Properties, Inc.

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Compensation Recovery Policy.(1 8 )

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

101.INS XBRL Instance Document.

101.SCH XBRL Taxonomy Extension Schema Document.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith.

________________________________________________________

** Certain schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

+ Indicates management contract or compensatory plan.

(1) Incorporated by reference to Innovative Industrial Properties, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2020.

(2) Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on May 24, 2024.

(3) Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on December 8, 2022.

(4) Incorporated by reference to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-11, as amended (File No.

(1) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2020.

(2) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on May 24, 2024.

(3) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on December 8, 2022.

(4) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-11, as amended (File No.

333-214148), filed with the SEC on November 17, 2016.

(5) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on February 21, 2019.

(5) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on May 25, 2021.

(7) Incorporated by reference to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-11, as amended (File No.

333-214148), filed with the SEC on October 17, 2016.

(8) Incorporated by reference to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-8 (File No.

(6) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Registration Statement on Form S-8 (File No.

333-214919), filed with the SEC on December 6, 2016.

(9) Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on January 6, 2020.

(10) Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on January 15, 2021.

(11) Incorporated by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on January 12, 2022.

(7) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on January 6, 2020.

(8) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on January 15, 2021.

(9) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on January 12, 2022.

(10) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on January 24, 2017.

(11) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on June 8, 2017.

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(13) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on November 18, 2019.

(16) Incorporated by reference to Innovative Industrial Properties, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2023.

(17) Incorporated by reference to Innovative Industrial Properties, Inc.’s Annual Report on Form 10-K filed with the SEC on February 27, 2024.

(14) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on August 12, 2025.

(15) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on October 2, 2025.

(16) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2025.

(17) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Annual Report on Form 10-K filed with the SEC on February 21, 2025.

(18) Incorporated herein by reference to Innovative Industrial Properties, Inc.’s Annual Report on Form 10-K filed with the SEC on February 27, 2024.

FORM 10-K SUMMARY

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.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INNOVATIVE INDUSTRIAL PROPERTIES, INC.

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Dated February 23, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

/s/ Alan Gold

Executive Chairman

February 21, 2025

/s/ Gary Kreitzer

Vice Chairman

February 21, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name Capacity Date

/s/ Alan Gold Executive Chairman February 23, 2026

/s/ Gary Kreitzer Vice Chairman February 23, 2026

Gary Kreitzer

/s/ Mary Curran

February 21, 2025

/s/ Paul Smithers

President, Chief Executive Officer and

February 21, 2025

Paul Smithers

/s/ Scott Shoemaker

February 21, 2025

/s/ Paul Smithers President, Chief Executive Officer and February 23, 2026

Paul Smithers Director

/s/ David Boyle Director February 23, 2026

/s/ Scott Shoemaker Director February 23, 2026

Scott Shoemaker

/s/ David Stecher

February 21, 2025

David Stecher

INDEX TO CONSOLIDATED

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Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023

Consolidated Statemen ts of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended D ecember 31, 2024, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023

Notes to Consolidated Financial Statements

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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 24, 2026 expressed an unqualified opinion thereon.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements, the Company has a significant outstanding debt obligation that matures within one year of the issuance date of the consolidated financial statements that raises substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to this matter are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Real Estate Acquisitions - Fair Value of Assets Acquired

As described in Note 6 to the consolidated financial statements, the Company completed two real estate property acquisitions, which totaled approximately $18.6 million during the year ended December 31, 2024.

As described in Note 6 to the consolidated financial statements, the Company completed one real estate property acquisition, which totaled approximately $7.9 million during the year ended December 31, 2025.

As described in Note 2 to the consolidated financial statements, the assets acquired are initially measured based upon their relative fair values.

improvements as if the property was vacant utilizing a direct capitalization approach and a current replacement costs approach and takes into consideration other relevant market data.

We identified the estimation of the fair values used in the allocation of the land and buildings and improvements acquired for the two 2024 property acquisitions as a critical audit matter.

The principal considerations for our determination included significant judgments used to evaluate certain assumptions used in the fair values of land and buildings and improvements acquired, including the comparable sales of land, and current replacement cost of the buildings and improvements for the two real estate asset acquisitions.

Auditing these elements involved a high degree of auditor judgment and subjectivity due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.

The Company may engage third-party valuation specialists to assist in the estimation of the fair value of land by reviewing comparable sales within the same submarket and/or region, and the estimation of the fair value of buildings and improvements as if the property was vacant utilizing a direct capitalization approach and takes into consideration current replacement costs and other relevant market data.

We identified the estimation of the fair values used in the allocation of the land and buildings and improvements acquired for the 2025 property acquisition as a critical audit matter.

Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

• Utilizing personnel with specialized knowledge and skills in valuation to assist in the evaluation of the fair values used in the allocation of land and buildings and improvements acquired, including the comparable sales of land, and current replacement cost of the buildings and improvements taking into consideration the comparison of these assumptions to market data.

Life Science Investments– Identification of Financial Instruments

As described in Note 7 to the consolidated financial statements, the Company entered into a securities purchase agreement to purchase up to $170.0 million of Series G Cumulative Redeemable Preferred Stock (“IQHQ Preferred Stock”) of IQHQ, Inc.

(“IQHQ”), together with corresponding warrants to purchase common equity units of IQHQ (“IQHQ Warrant”), and became a member of a lender syndicate, funding its $100.0 million commitment to IQHQ (“IQHQ Credit Facility”).

In evaluating the securities purchase agreement, the Company identified the following financial instruments:

IQHQ Preferred Stock, IQHQ Warrant, forward contract, and IQHQ Credit Facility to allocate the total consideration of their investment.

We identified the evaluation for the identification of financial instruments related to the securities purchase agreement as a critical audit matter.

Auditing the Company’s evaluation of the identification of financial instruments within the agreement involved especially complex auditor judgment, including the extent of effort and expertise needed.

The primary procedures we performed to address this critical audit matter included:

• Utilizing firm personnel with expertise in the relevant technical accounting to assist in (i) evaluating relevant terms of the relevant agreement in relation to the appropriate accounting literature and (ii) assessing the appropriateness of conclusions reached by the Company.

Life Science Investments- Fair Value of Financial Instruments

As described in Notes 2 and 10 to the consolidated financial statements, life science investments consist of an investment in the IQHQ Preferred Stock, the IQHQ Warrant, forward contract and IQHQ Credit Facility, which are initially measured based upon their relative fair values and allocated among the total consideration.

The Company engaged a third-party valuation specialist to assist in the estimation of the fair value of the financial instruments using various models.

We identified the estimation of the fair values used in the allocation of the financial instruments for the life science investments as a critical audit matter.

Auditing certain assumptions used in the estimation of the fair values, such as discount rates and volatility, involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

• Utilizing personnel with specialized knowledge and skills in valuation to assist in assessing the reasonableness of certain assumptions, such as discount rates and volatility, using relevant market data.

/s/ BDO USA, P.C.

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(In thousands, except share and per share amounts)

Assets December 31,

2025 December 31,

Real estate, at cost:

Land $ 146,320 $ 146,772

Buildings and improvements 2,269,597 2,230,807

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Net real estate held for investment 2,113,448 2,168,782

Life science investments 152,665 —

Construction loan receivable 22,800 22,800

Cash and cash equivalents 47,597 146,245

Restricted cash

Investments — 5,000

Right of use office lease asset 509 946

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Other assets, net 27,473 26,889

Total assets $ 2,370,858 $ 2,378,047

Liabilities and stockholders’ equity

Exchangeable Senior Notes, net

Notes due 2026, net $ 290,602 $ 297,865

Revolving credit facilities 102,500 —

Building improvements and construction funding payable 2,964 10,230

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9.00 % Series A cumulative redeemable preferred stock, liquidation preference of $ 25.00 per share, 2,019,525 and 1,002,673 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

47,780 23,632

Common stock, par value $ 0.001 per share, 50,000,000 shares authorized:

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Years Ended December 31,

2025 2024 2023

Rental (including tenant reimbursements) $ 265,486 $ 306,936 $ 307,349

Other 469 1,581 2,157

Total revenues 265,955 308,517 309,506

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Depreciation and amortization expense 74,068 70,807 67,194

Impairment loss on real estate 3,527 — —

Total expenses 141,507 136,723 134,919

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Income from operations 124,122 168,345 174,587

Interest income

Interest and other income 14,320 10,988 8,446

Interest expense ( 20,195 ) ( 17,672 ) ( 17,467 )

Gain (loss) on exchange of Exchangeable Senior Notes — — 22

Net income 118,247 161,661 165,588

Preferred stock dividends ( 3,812 ) ( 1,804 ) ( 1,352 )

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Net income attributable to common stockholders per share (Note 9):

Basic $ 3.98 $ 5.58 $ 5.82

Diluted $ 3.93 $ 5.52 $ 5.77

Weighted-average shares outstanding:

Basic 28,005,228 28,226,402 27,977,807

Diluted 28,377,227 28,530,650 28,255,797

See accompanying notes to the consolidated financial statements.

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(In thousands, except share amounts)

Series A Preferred Stock Common Stock Additional

Capital Dividends in

Earnings Total

Stockholders'

Preferred Stock

Shares Amount Shares Amount

Balance, December 31, 2022 600,000 $ 14,009 27,972,830 $ 28 $ 2,065,248 $ ( 117,392 ) $ 1,961,893

Adjustment to opening balance upon adoption of ASU 2020-06 (Note 2)

Net income — — — — — 165,588 165,588

Exchange of Exchangeable Senior Notes — — 32,200 — 1,964 — 1,964

Net proceeds from sale of common stock

Issuance of common stock, net of issuance costs — — 101,061 — 9,564 — 9,564

Preferred stock dividend — — — — — ( 1,352 ) ( 1,352 )

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Balance, December 31, 2023 600,000 14,009 28,140,891 28 2,095,789 ( 156,854 ) 1,952,972

Net income — — — — — 161,661 161,661

Exchange of Exchangeable Senior Notes — — 28,408 — — — —

Net proceeds from sale of common stock

Issuance of preferred stock, net of issuance costs 402,673 9,623 — — — — 9,623

Issuance of common stock, net of issuance costs — — 123,224 — 11,757 — 11,757

Preferred stock dividend — — — — — ( 1,804 ) ( 1,804 )

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Balance, December 31, 2024 1,002,673 23,632 28,331,833 28 2,124,113 ( 211,713 ) 1,936,060

Exchange of Exchangeable Senior Notes

Net proceeds from sale of preferred stock

Net proceeds from sale of common stock

Net income — — — — — 118,247 118,247

Issuance of preferred stock, net of issuance costs 1,016,852 24,148 — — — — 24,148

Repurchase of common stock — — ( 371,538 ) — ( 20,108 ) — ( 20,108 )

Preferred stock dividend — — — — — ( 3,812 ) ( 3,812 )

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Issuance of unvested restricted stock, net of forfeitures — — 56,901 — ( 792 ) — ( 792 )

Conversion of restricted stock units into common stock, net of forfeitures — — 5,779 — ( 161 ) 89 ( 72 )

Stock-based compensation — — — — 10,132 — 10,132

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Years Ended December 31,

2025 2024 2023

Cash flows from operating activities

Net income $ 118,247 $ 161,661 $ 165,588

Adjustments to reconcile net income to net cash provided by (used in) operating activities

Depreciation and amortization 74,068 70,807 67,194

Impairment loss on real estate 3,527 — —

Loss (gain) on exchange of Exchangeable Senior Notes — — ( 22 )

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Other non-cash adjustments ( 275 ) 103 111

Paid-in-kind dividends and interest income on life science investments ( 826 ) — —

Stock-based compensation 10,132 17,317 19,581

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Cash flows from investing activities

Purchases of investments in real estate

Proceeds from sale of real estate asset

Investments in real estate ( 7,857 ) ( 18,666 ) ( 34,906 )

Investments in life science financial instruments ( 150,251 ) — —

Proceeds from sale of real estate assets 2,239 9,100 —

Funding of draws for improvements and construction ( 23,432 ) ( 63,084 ) ( 150,088 )

Funding of construction loan and other investments — ( 800 ) ( 3,979 )

Deposits in escrow for acquisitions

Purchases of short-term investments ( 5,258 ) ( 45,110 ) ( 111,872 )

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Cash flows from financing activities

Issuance of common stock, net of offering costs

Issuance of preferred stock, net of offering costs

Principal payment on Exchangeable Senior Notes

Issuance of common stock, net of issuance costs — 11,757 9,564

Repurchase of common stock ( 20,108 ) — —

Issuance of preferred stock, net of issuance costs 24,148 9,623 —

Draws on revolving credit facilities 155,000 — —

Repayments on revolving credit facilities ( 52,500 ) — —

Principal payment on debt ( 8,697 ) ( 4,436 ) —

Payment of deferred financing costs — ( 567 ) ( 561 )

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Exchange of Exchangeable Senior Notes for common stock — — 2,000

Operating lease liability for obtaining right of use asset

See accompanying notes to the consolidated financial statements.

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As used herein, the terms “we”, “us”, “our”, or the “Company” refer to Innovative Industrial Properties, Inc., a Maryland corporation, and any of our subsidiaries, including IIP Operating Partnership, LP, a Delaware limited partnership (our “Operating Partnership”).

We are an internally-managed real estate investment trust (“REIT”) focused on the acquisition, ownership and management of specialized industrial properties leased to experienced, state-licensed operators for their regulated cannabis facilities.

We are an internally-managed real estate investment trust (“REIT”) focused on the acquisition, ownership and management of specialized industrial properties and financial investments in the life science industry.

Our properties are primarily leased to experienced, state-licensed operators for their regulated cannabis facilities.

We have acquired and intend to continue to acquire our properties through sale-leaseback transactions and third-party purchases.

We have leased and expect to continue to lease our properties on a triple-net lease basis, where the tenant is responsible for all aspects of and costs related to the property and its operation during the lease term, including structural repairs, maintenance, real estate taxes and insurance.

We have leased and expect to continue to primarily lease our properties on a triple-net lease basis, where the tenant is responsible for all aspects of and costs related to the property and its operation during the lease term, including structural repairs, maintenance, real estate taxes and insurance.

We were incorporated in Maryland on June 15, 2016.

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Basis of Presentation.

The consolidated financial statements include all of the accounts of the Company, the Operating Partnership and all of our wholly owned subsidiaries, are presented in accordance with U.S.

generally accepted accounting principles.

The consolidated financial statements, which include all of the accounts of the Company, are presented in accordance with U.S.

generally accepted accounting principles ("GAAP").

Going Concern.

Management is required under Accounting Standards Codification ("ASC") 205-40, Presentation of Financial Statements - Going Concern ("ASC 205-40") to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued.

This evaluation includes an assessment of the Company's liquidity needs to satisfy upcoming debt obligations.

As of December 31, 2025, the outstanding principal balance on the Notes due 2026 (as defined in Note 8), which matures in May 2026, was $ 291.2 million.

The Company currently does not have sufficient liquidity to satisfy this obligation at maturity.

Management is actively evaluating alternatives to address the maturity of the Notes due 2026, which may include refinancing the existing indebtedness or raising additional capital combined with existing cash resources to retire the obligation.

Although management believes that it is more likely than not that the Company will be able to address the maturity of the Notes due 2026, guidance issued under ASC 205-40 requires that management not conclude that such an outcome is "probable" if, among other factors, the outcome is not within control of the Company.

Because no such refinancing or capital transactions have closed, such outcomes are not solely within the control of the Company and therefore, management is unable to conclude that such an outcome is probable.

Accordingly, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year following the date of issuance of these consolidated financial statements.

The failure to retire or refinance the Notes due 2026 could lead to an event of default, which would have a material adverse effect on the Company’s financial condition.

The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Federal Income Taxes.

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federal income tax purposes.

Under the REIT operating structure, we are permitted to deduct dividends paid to our stockholders in determining our taxable income.

Under the REIT operating structure, we are permitted to deduct dividends paid to our

stockholders in determining our taxable income.

Assuming our dividends equal or exceed our taxable net income, we generally will not be required to pay federal corporate income taxes on such income.

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The most significant estimates and assumptions made include determination of lease accounting and fair value of acquisition of real estate properties.

Reportable Segment .

We have aggregated our properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities, including the fact that they are operated using consistent business strategies.

Our chief operating decision maker (“CODM”) reviews financial information for our entire consolidated operations when making decisions related to assessing our operating performance.

Reportable Segments.

We define our reportable segments based on the manner in which our chief operating decision maker ("CODM") makes key operating decisions, evaluates financial performance, allocates resources and manages our business.

This approach aligns with our internal reporting structure and reflects the economic characteristics and nature of our operations.

During the year ended December 31, 2025, based on changes in the manner in which the Company's CODM evaluates operating performance and allocates resources, the Company determined that it has two reportable segments:

Cannabis Portfolio and Life Science Portfolio.

Certain costs that are not associated with the ongoing operations, including general corporate expense, are not allocated to the reportable segments.

See Note 13 “Segment Information” for additional information.

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The amount recorded for one above-market operating lease is included in other assets, net on the consolidated balance sheets and is amortized on a straight-line basis as a reduction of rental income over the remaining term of the applicable lease.

Certain acquisitions of real estate did not satisfy the requirements for sale-leaseback accounting and therefore as of December 31, 2024 and 2023, acquisitions of $ 16.8 million and $ 20.0 million, respectively, have been recognized as notes receivable and are included in other assets, net on our consolidated balance sheets.

Certain acquisitions of real estate did not satisfy the requirements for sale-leaseback accounting and therefore as of both December 31, 2025 and 2024, acquisitions of $ 16.8 million, respectively, have been recognized as notes receivable and are included in other assets, net on our consolidated balance sheets.

During the year ended December 31, 2024, a $ 3.2 million acquisition of real estate which previously did not satisfy the requirements for sale-leaseback accounting was reclassified to real estate held for investment as the requirements for sale-leaseback accounting were satisfied.

Sale of Real Estate.

When a real estate asset is sold, we evaluate the provisions of Accounting Standards Codification (“ASC”) 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”) to determine whether the asset is within the scope of ASC 610-20, including an evaluation of whether the asset being sold is a nonfinancial asset and whether the buyer has gained control of an asset within the scope of ASC 610-20.

When a real estate asset is sold, we evaluate the provisions of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”) to determine whether the asset is within the scope of ASC 610-20, including an evaluation of whether the asset being sold is a nonfinancial asset and whether the buyer has gained control of an asset within the scope of ASC 610-20.

In assessing whether the buyer has gained control of the asset, we must determine whether the contract criteria in ASC 606, Revenue from Contracts with Customers (Topic 606) have been met, including 1) the parties to the contract have approved the contract and the contract has commercial substance, 2) we can identify each party’s rights regarding the asset to be transferred, 3) we can identify the payment terms for the asset to be transferred, and 4) it is probable that we will collect substantially all of the consideration to which we will be entitled in exchange for the asset to be transferred.

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Depreciation expense relating to our corporate assets is included in general and administrative expense in our consolidated statements of income.

Determining whether expenditures meet the criteria for capitalization and the assignment of depreciable lives requires management to exercise significant judgment.

Determining whether expenditures meet the criteria for capitalization and the assignment of depreciable lives requires management to exercise judgment.

Project costs that are clearly associated with the acquisition and development or redevelopment of a real estate project, for which we are the accounting owner, are capitalized as a cost of that project.

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We may adjust depreciation of properties that are expected to be disposed of or redeveloped prior to the end of their useful lives.

During the year ended December 31, 2025, we recognized an impairment loss on real estate of $ 3.5 million related to one of our properties in Palm Springs, California, which was under contract for sale and sold in June 2025.

No impairment losses were recognized during the years ended December 31, 2024 and 2023.

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For the years ended December 31, 2025, 2024 and 2023, rental revenue included the application of $ 6.6 million, $ 7.7 million and $ 8.7 million of security deposits for contractual rent with certain tenants.

Life Science Investments.

Life science investments consist of an investment in the IQHQ Preferred Stock (as defined in Note 7 "Life Science Investments"), which also includes the IQHQ Warrant (as defined in Note 7) and related financial instruments.

Life science investments also consist of an investment in the IQHQ Credit Facility (as defined in Note 7), which was funded in connection with the investments in the IQHQ Preferred Stock and IQHQ Warrant and were, therefore, evaluated together and initially measured based on relative fair value (see Note 10 "Fair Value of Financial Instruments").

The Company does not have significant influence over IQHQ (as defined in Note 7), and the investments in the equity securities of IQHQ do not have a readily determinable fair value.

As such, the investments in the equity securities of IQHQ are carried under the measurement alternative of ASC 321, Investments - Equity Securities , which is cost (as initially measured based on relative fair value), less impairment and adjusted for observable price changes in orderly transactions for identical or similar investment of the same issuer.

As of December 31, 2025, there were no impairments or adjustments to the carrying value of the investments in the equity securities of IQHQ as a result of observable price changes.

Dividend income on the investment in the IQHQ Preferred Stock is recognized on an accrual basis and is included in interest and other income in our consolidated statements of income.

The investment in the IQHQ Credit Facility is recorded at amortized cost (as initially measured based on relative fair value) and is evaluated for current expected credit loss using relevant information from internal and external sources, current conditions and reasonable and supportable forecasts in accordance with ASC 326, Financial Instruments - Credit Losses ("CECL Standard").

No allowance for credit losses has been recorded as of December 31, 2025.

Interest income on the investment in the IQHQ Credit Facility is recognized using the effective interest method over the estimated life of the note and is included in interest and other income in our consolidated statements of income.

Construction Loan.

We executed a construction loan agreement with a developer, pursuant to which we agreed to lend up to $ 23.0 million for the development of a regulated cannabis cultivation and processing facility in California.

In June 2021, we executed a construction loan agreement with a developer, pursuant to which we agreed to lend up to $ 23.0 million for the development of a regulated cannabis cultivation and processing facility in California (the "Construction Loan").

We have an option to purchase the property, and may execute a negotiated lease with an affiliate of the developer or with another third party, if we determine to exercise our purchase option.

In February 2023, we amended the construction loan to provide for, among other things, an extension of the loan term to December 31, 2023.

Interest on the loan accrued through March 31, 2023, with monthly payments of interest commencing April 1, 2023.

In December 2023, we further amended the construction loan to extend the loan term to June 30, 2024, with an option for the borrower to extend the loan term to December 31, 2024 upon satisfaction of certain conditions and payment of an extension fee.

The borrower exercised this extension option in June 2024.

In November 2024, we further amended the construction loan to extend the

loan term to June 30, 2025 upon satisfaction of certain conditions and payment of an extension fee.

As of December 31, 2024 and 2023, we had funded $ 22.8 million and $ 22.0 million, respectively, of the construction loan.

Interest income on the construction loan is recognized on a cash basis.

As of both December 31, 2025 and 2024 , we had funded $ 22.8 million, respectively, of the Construction Loan.

The Construction Loan is recorded at the amount funded and is evaluated for current expected credit loss in accordance with CECL Standard.

No allowance for credit losses has been recorded as of December 31, 2025.

Interest income on the Construction Loan is recognized on a cash basis and is included in interest and other income in our consolidated statements of income.

The borrower exercised the option to extend the maturity date to December 31, 2026 with the satisfaction of certain conditions.

Cash and Cash Equivalents .

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Restricted Cash.

Restricted cash relates to cash held in escrow accounts for future draws for improvements for tenants in accordance with certain lease agreements.

Restricted cash related to cash held in escrow accounts for future draws for improvements for tenants in accordance with certain lease agreements.

The Company had no restricted cash balance as of December 31, 2025 and 2024.

Investments .

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Investments in certificates of deposit are classified as held-to-maturity and stated at cost.

Exchangeable Notes.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models, and convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature, will no longer be allocated between debt and equity components.

ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares.

We adopted ASU 2020-06 on January 1, 2022 and recognized a cumulative-effect adjustment of approximately $ 728,000 to the opening balance of retained earnings and derecognized approximately $ 1.3 million of the remaining equity component relating to the outstanding principal balance of our Exchangeable Senior Notes at the date of adoption.

The Exchangeable Senior Notes matured in February 2024.

Investment income is included in interest and other income in our consolidated statements of income.

Deferred Financing Costs.

The deferred financing costs relating to our Exchangeable Senior Notes and Notes due 2026 are included as a reduction in the net book value of the related liability on our consolidated balance sheets.

The deferred financing costs relating to our Notes due 2026 are included as a reduction in the net book value of the related liability on our consolidated balance sheets.

These costs are amortized as non-cash interest expense using the effective interest method over the life of the related obligations.

Deferred financing costs relating to our Revolving Credit Facility are included in other assets, net on our consolidated balance sheets.

These costs are being amortized on a straight-line basis and recognized as non-cash interest expense over the remaining term of the Revolving Credit Facility.

Deferred financing costs relating to our Revolving Credit Facility and Life Science Credit Facility (as defined in Note 8 "Debt") are included in other assets, net in our consolidated balance sheets.

These costs are being amortized on a straight-line basis and recognized as non-cash interest expense over the remaining term of the Revolving Credit Facility and Life Science Credit Facility.

Stock-Based Compensation.

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For each of the years ended December 31, 2025, 2024 and 2023, we recognized office lease expense of $ 0.5 million, which are included in general and administrative expense in our consolidated statements of income.

For the years ended December 31, 2024, 2023 and 2022, amounts paid and classified as operating activities in our consolidated statements of cash flows for the office lease were $ 0.5 million, $ 0.5 million and $ 0.4 million, respectively.

For each of the years ended December 31, 2025, 2024 and 2023, amounts paid and classified as operating activities in our consolidated statements of cash flows for the office lease were $ 0.5 million.

As lessor, for each of our real estate transactions involving the leaseback of the related property to the seller or affiliates of the seller, we determine whether these transactions qualify as sale and leaseback transactions under the accounting guidance.

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Substantially all of our leases continued to be classified as operating leases and we continue to record revenue for each of our properties on a cash basis.

Our tenant reimbursable revenue and property expenses continue to be presented on a gross basis as rental revenues and as property expenses, respectively, on our consolidated statements of income.

Our tenant reimbursable revenue and property expenses continue to be presented on a gross basis as rental revenues and as property

expenses, respectively, on our consolidated statements of income.

Property taxes paid directly by the lessee to a third party continue to be excluded from our consolidated financial statements.

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Recent Accounting Pronouncements .

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, measures of segment profit and loss, and disclosures of how the CODM uses the reported measure(s) of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources .

The ASU also requires a public entity that has a single reportable segment to provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 280.

We adopted ASU 2023-07 for the year ending December 31, 2024 which resulted in incremental disclosures relating to reportable segment within the footnotes to our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses.

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December 31, 2025

Percentage of

PharmaCann Inc.

("PharmaCann")

Leases Percentage of

Ascend Wellness Holdings, Inc.

("Ascend") 4 12 %

Green Thumb Industries, Inc.

("Green Thumb") 3 9 %

Holistic Industries, Inc.

Curaleaf Holdings, Inc.

("Curaleaf") 8 8 %

Trulieve, Inc.

("Trulieve") 6 8 %

The Cannabist Company 21 8 %

For the Year Ended

December 31, 2024

Percentage of

SH Parents, Inc.

("Parallel") (1)

Leases Percentage of

PharmaCann Inc.

("PharmaCann") (1)

Ascend 4 11 %

Green Thumb 3 8 %

Holistic Industries, Inc.

("Holistic") 5 7 %

Curaleaf 8 7 %

For the Year Ended

December 31, 2023

Percentage of

Trulieve Cannabis Corp.

Leases Percentage of

PharmaCann (1)

Ascend 4 10 %

Green Thumb 3 8 %

SH Parents, Inc.

("Parallel") (2)

Curaleaf 8 7 %

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(1) See Note 6 "Investment in Real Estate - Lease Amendments" for further information about the leases with PharmaCann.

(2) We regained possession of two properties previously leased to Parallel in Texas and Pennsylvania in 2024.

In each of the tables above, these leases include leases with affiliates of each entity, for which the entity has provided a corporate guaranty.

Geographic Concentration

As of December 31, 2025, our largest property was located in New York and accounted for 5.5 % of our net real estate held for investment.

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No other properties accounted for more than 5% of our net real estate held for investment as of December 31, 2024.

Financial Instruments

Financial instruments that potentially subject us to a concentration of credit risk are cash and cash equivalents, notes and interest receivable, and investments in the IQHQ Preferred Stock and IQHQ Warrant.

Concentration of credit risk relating to notes and interest receivable, IQHQ Preferred Stock and IQHQ Warrant investments are managed by the Company through portfolio monitoring and performing due diligence prior to origination or acquisition.

As of December 31, 2025, the Company had invested $ 100.0 million into the IQHQ Credit Facility and $ 50.0 million into the IQHQ Preferred Stock and IQHQ Warrant, representing a significant concentration of credit risk.

The Company monitors IQHQ’s credit quality and enforces collateral rights under the credit agreement.

We have deposited cash with financial institutions that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

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As of December 31, 2025, the Company was authorized to issue up to 50,000,000 shares of common stock, par value $ 0.001 per share, and there were 28,022,975 shares of common stock issued and outstanding.

In January 2023, we entered into new equity distribution agreements with four sales agents, pursuant to which we may offer and sell from time-to-time through an “at-the-market” offering program (the “Prior ATM Program”) up to $ 500.0 million in shares of our common stock.

In May 2024, we terminated the Prior ATM Program and entered into new equity distribution agreements with four sales agents , pursuant to which we may offer and sell from time to time through an “at-the-market” offering program (the “ATM Program”), including on a forward basis, shares of our common stock and 9.00 % Series A Cumulative Redeemable Preferred Stock, $ 0.001 par value per share (the “Series A Preferred Stock”) , up to an aggregate offering price of $ 500.0 million .

In May 2024 , we terminated the previously existing "at-the-market" offering program (the "Prior ATM Program") and entered into new equity distribution agreements with four sales agents , pursuant to which we may offer and sell from time to time through an “at-the-market” offering program (the “ATM Program”), including on a forward basis, shares of our common stock and 9.00 % Series A Cumulative Redeemable Preferred Stock, $ 0.001 par value per share (the “Series A Preferred Stock”) , up to an aggregate offering price of $ 500.0 million .

See Note 4 “Preferred Stock” for information regarding the sale of Series A Preferred Stock under the ATM Program.

During the years ended December 31, 2024, 2023 and 2022, we sold 123,224 shares, 101,061 shares and 117,023 shares of our common stock pursuant to the Prior ATM Program for net proceeds of $ 11.8 million, $ 9.6 million and $ 21.1 million, respectively.

In April 2022, we issued 1,815,790 shares of common stock in an underwritten public offering, including the exercise in full of the underwriters’ option to purchase an additional 236,842 shares, resulting in net proceeds of approximately $ 330.9 million.

During the year ended December 31, 2022, we issued 413,166 shares of our common stock upon exchange by holders of approximately $ 26.9 million of outstanding principal amount of our Exchangeable Senior Notes.

No shares of common stock were issued pursuant to the ATM Program during the year ended December 31, 2025.

During the years ended December 31, 2024 and 2023, we sold 123,224 shares and 101,061 shares of our common stock pursuant to the Prior ATM Program for net proceeds of $ 11.8 million and $ 9.6 million, respectively.

During the year ended December 31, 2024, we issued 28,408 shares of our common stock upon exchange by holders of $ 4.3 million of outstanding principal amount of our Exchangeable Senior Notes.

During the year ended December 31, 2024, we issued 28,408 shares of our common stock related to the exchange premium upon exchange by holders of $ 4.3 million of outstanding principal amount of our Exchangeable Senior Notes.

During the year ended December 31, 2023, we issued 32,200 shares of our common stock upon exchange by holders of approximately $ 2.0 million of outstanding principal amount of our Exchangeable Senior Notes.

In March 2025, our Board of Directors authorized a share repurchase program of up to $ 100.0 million of the Company’s common stock.

The repurchase program expires on March 17, 2026, and may be extended, suspended, modified or discontinued at any time at the Company’s discretion.

During year ended December 31, 2025, we repurchased and retired 371,538 shares of common stock for $ 20.1 million.

No shares of common stock were repurchased and retired during the years ended December 31, 2024 and 2023.

Preferred Stock

As of December 31, 2024, the Company was authorized to issue up to 50,000,000 shares of preferred stock, par value $ 0.001 per share, and there were issued and outstanding 1,002,673 shares of 9.00 % Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”).

As of December 31, 2025, the Company was authorized to issue up to 50,000,000 shares of preferred stock, par value $ 0.001 per share, and there were 2,019,525 shares issued and outstanding of 9.00 % Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”).

The Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $ 25.00 per share, plus all accrued and unpaid dividends on such Series A Preferred Stock up to, but excluding the redemption date.

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During the year ended December 31, 2025, we sold 1,016,852 shares of our Series A Preferred Stock pursuant to the ATM Program for net proceeds of $ 24.1 million.

During the year ended December 31, 2024, we sold 402,673 shares of our Series A Preferred Stock pursuant to the ATM Program for net proceeds of $ 9.6 million.

No shares of our Series A Preferred Stock were sold during the year ended December 31, 2023.

The following table describes the dividends declared by the Company during the years ended December 31, 2025, 2024 and 2023:

Declaration Date

Security Class

Period Covered

Declaration Date Security Class Amount

Per Share Record Date Dividend

Paid Date Dividend

(In thousands)

March 14, 2022

January 1, 2022 to March 31, 2022

April 14, 2022

March 14, 2022

Series A preferred stock

January 15, 2022 to April 14, 2022

April 14, 2022

June 15, 2022

April 1, 2022 to June 30, 2022

July 15, 2022

June 15, 2022

Series A preferred stock

April 15, 2022 to July 14, 2022

July 15, 2022

September 15, 2022

July 1, 2022 to September 30, 2022

October 14, 2022

September 15, 2022

Series A preferred stock

July 15, 2022 to October 14, 2022

October 14, 2022

December 15, 2022

October 1, 2022 to December 31, 2022

January 13, 2023

December 15, 2022

Series A preferred stock

October 15, 2022 to January 14, 2023

January 13, 2023

March 15, 2023

January 1, 2023 to March 31, 2023

April 14, 2023

March 15, 2023

Series A preferred stock

January 15, 2023 to April 14, 2023

April 14, 2023

June 15, 2023

April 1, 2023 to June 30, 2023

July 14, 2023

June 15, 2023

Series A preferred stock

April 15, 2023 to July 14, 2023

July 14, 2023

September 15, 2023

July 1, 2023 to September 30, 2023

October 13, 2023

September 15, 2023

Series A preferred stock

July 15, 2023 to October 14, 2023

October 13, 2023

December 15, 2023

October 1, 2023 to December 31, 2023

January 12, 2024

December 15, 2023

Series A preferred stock

October 15, 2023 to January 14, 2024

January 12, 2024

March 15, 2024

January 1, 2024 to March 31, 2024

April 15, 2024

March 15, 2024

Series A preferred stock

January 15, 2024 to April 14, 2024

April 15, 2024

June 14, 2024

April 1, 2024 to June 30, 2024

July 15, 2024

June 14, 2024

Series A preferred stock

April 15, 2024 to July 14, 2024

July 15, 2024

September 13, 2024

July 1, 2024 to September 30, 2024

October 15, 2024

September 13, 2024

Series A preferred stock

July 15, 2024 to October 14, 2024

October 15, 2024

December 13, 2024

October 1, 2024 to December 31, 2024

January 15, 2025

December 13, 2024

Series A preferred stock

October 15, 2024 to January 14, 2025

January 15, 2025

March 15, 2023 Common stock $ 1.80 March 31, 2023 April 14, 2023 $ 50,725

March 15, 2023 Series A preferred stock $ 0.5625 March 31, 2023 April 14, 2023 $ 338

June 15, 2023 Common stock $ 1.80 June 30, 2023 July 14, 2023 $ 50,742

June 15, 2023 Series A preferred stock $ 0.5625 June 30, 2023 July 14, 2023 $ 338

September 15, 2023 Common stock $ 1.80 September 30, 2023 October 13, 2023 $ 50,742

September 15, 2023 Series A preferred stock $ 0.5625 September 30, 2023 October 13, 2023 $ 338

December 15, 2023 Common stock $ 1.82 December 31, 2023 January 12, 2024 $ 51,489

December 15, 2023 Series A preferred stock $ 0.5625 December 31, 2023 January 12, 2024 $ 338

March 15, 2024 Common stock $ 1.82 March 31, 2024 April 15, 2024 $ 51,957

March 15, 2024 Series A preferred stock $ 0.5625 March 31, 2024 April 15, 2024 $ 338

June 14, 2024 Common stock $ 1.90 June 30, 2024 July 15, 2024 $ 54,253

June 14, 2024 Series A preferred stock $ 0.5625 June 30, 2024 July 15, 2024 $ 338

September 13, 2024 Common stock $ 1.90 September 30, 2024 October 15, 2024 $ 54,253

September 13, 2024 Series A preferred stock $ 0.5625 September 30, 2024 October 15, 2024 $ 564

December 13, 2024 Common stock $ 1.90 December 31, 2024 January 15, 2025 $ 54,253

December 13, 2024 Series A preferred stock $ 0.5625 December 31, 2024 January 15, 2025 $ 564

March 14, 2025 Common stock $ 1.90 March 31, 2025 April 15, 2025 $ 54,463

March 14, 2025 Series A preferred stock $ 0.5625 March 31, 2025 April 15, 2025 $ 781

June 13, 2025 Common stock $ 1.90 June 30, 2025 July 15, 2025 $ 53,783

June 13, 2025 Series A preferred stock $ 0.5625 June 30, 2025 July 15, 2025 $ 878

September 15, 2025 Common stock $ 1.90 September 30, 2025 October 15, 2025 $ 53,776

September 15, 2025 Series A preferred stock $ 0.5625 September 30, 2025 October 15, 2025 $ 1,017

December 15, 2025 Common stock $ 1.90 December 31, 2025 January 15, 2026 $ 53,777

December 15, 2025 Series A preferred stock $ 0.5625 December 31, 2025 January 15, 2026 $ 1,136

Investments in Real Estate

The Company made the following acquisitions during the year ended December 31, 2025 (dollars in thousands):

108 Western Maryland Parkway

October 2, 2024

(1) Includes expected rentable square feet at completion of construction of certain properties.

(2) The tenant is expected to complete improvements at the property, for which we agreed to provide funding of up to $ 30.0 million.

Property Market Closing Date Rentable

Price Transaction

Harvard Place Maryland February 20, 2025 22,000 $ 7,750 $ 107 $ 7,857

Total 22,000 $ 7,750 $ 107 $ 7,857 (2)

________________________________________________________

(1) Includes expected rentable square feet at completion of construction at the property.

(2) $ 0.6 million was allocated to land and $ 7.2 million was allocated to building and improvements.

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In-place lease intangible assets and related accumulated amortization as of December 31, 2025 and 2024 is as follows (in thousands):

December 31, 2024

December 31, 2023

December 31, 2025 December 31, 2024

In-place lease intangible assets $ 9,757 $ 9,979

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The remaining weighted-average amortization period of the value of acquired in-place leases was 7.7 years, and the estimated annual amortization of the value of the acquired in-place leases as of December 31, 2025 is as follows (in thousands):

Thereafter 2,146

Total $ 6,366

Above-Market Lease

The above-market lease and related accumulated amortization included in other assets, net on our consolidated balance sheets as of December 31, 2025 and 2024 is as follows (in thousands):

December 31, 2024

December 31, 2023

December 31, 2025 December 31, 2024

Above-market lease $ 1,054 $ 1,054

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Lease Amendments

In January 2024, we entered into lease amendments with subsidiaries of 4Front Ventures Corp.

(“4Front”) at the four properties we lease to them in Illinois, Massachusetts and Washington, extending the term of each lease.

We amended the Illinois lease to reduce base rent through September 30, 2024, defer the payback of the security deposit applicable to the lease (with the security deposit being subject to future pro-rata monthly payback), and increase the base rent for the remainder of the term commencing November 1, 2024.

In February 2024, we amended our lease and development agreement with PharmaCann at one of our New York properties, increasing the construction funding commitment by $ 16.0 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property.

We also amended the lease to extend the term.

In April 2024, we amended our lease with a subsidiary of Battle Green Holdings LLC at one of our Ohio properties to provide an additional improvement allowance of $ 4.5 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property.

In April 2024, we amended the lease with a subsidiary of 4Front at one of our Illinois properties to provide an additional improvement allowance of $ 1.6 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property and increased the annual base rent escalations for the remainder of the lease term.

In January 2024, we executed a new lease with a tenant at one of our retail properties in Michigan.

In March 2024, we executed a new long-term lease with a subsidiary of Gold Flora Corporation (“Gold Flora”) at our property located at 63795 19th Avenue in Palm Springs, California (the “19 th Ave.

In April 2024, we executed a new long-term lease with Lume Cannabis Co.

at our property located at 10070 Harvest Park in Dimondale, Michigan.

In May 2024, we executed a new long-term lease with a subsidiary of Gold Flora at our property located at 19533 McLane Street in Palm Springs, California (the “McLane Lease”).

The commencement date under each of the 19 th Ave.

Lease and McLane Lease is conditioned upon, among other things, the tenant’s receipt of approvals to conduct cannabis operations by the requisite state and local authorities.

In January 2025, we entered into lease amendments with PharmaCann with respect to nine of its leases for properties located in New York, Illinois, Pennsylvania, Ohio, and Colorado.

Those lease amendments reduced cumulative total base rent from $ 2.8 million per month to $ 2.6 million per month, with cash rent payments commencing February 1, 2025, and provided for pro-rata replenishment of security deposits over thirty-six months commencing February 1, 2027.

We also entered into lease amendments with PharmaCann with respect to two of its leases for cultivation properties in Michigan and Massachusetts.

Those amendments provide that monthly base rent of $ 1.3 million for these two properties will be abated in full effective February 1, 2025 and, if the properties have not been transitioned to new tenant(s) by August 1, 2025, we will regain full control over the properties.

We applied security deposits held by us pursuant to all of the PharmaCann leases for the payment in full of all defaulted rent for December 2024 and January 2025 and certain penalties.

The lease amendments also provided that if PharmaCann defaults again or is not able to refinance its existing senior secured credit facility maturing June 30, 2025, all modifications to our leases with PharmaCann described above will immediately be null and void and the leases will revert to the terms in effect as of January 1, 2025.

In March 2025, PharmaCann defaulted on its obligations to pay rent for the month of March under nine of its eleven leases for properties located in New York, Illinois, Pennsylvania, Ohio, and Colorado and therefore, all modifications to

our leases with PharmaCann described above became null and void and the leases reverted to the terms in effect as of January 1, 2025.

In April 2025, the lease for the cultivation property in Michigan was terminated concurrently with the execution of a new lease with a new tenant.

In August 2025, the lease for the cultivation property in Massachusetts was terminated and we took back possession of the property.

In December 2025, the lease for the cultivation property in Illinois was terminated and we took back possession of the property.

In March 2025, we amended our lease with a subsidiary of AYR Wellness, Inc.

at one of our Florida properties to reduce the improvement allowance by $ 2.5 million to $ 27.5 million, which also resulted in a corresponding adjustment to the base rent for the lease at the property.

In November 2025, we executed a new lease with a tenant at our property located at 19533 McLane Street in Palm Springs, California.

In November 2025, we executed a new lease with OCS Holliston LLC, a subsidiary of Perpetual Brand, at our property located at 465 Hopping Brook Road, Holliston, Massachusetts.

Capitalized Costs

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Property Dispositions

In November 2022, we sold one of our Pennsylvania properties that was leased to a subsidiary Maitri Holdings, LLC for $ 23.5 million, excluding transaction costs, and recognized a gain on sale of the property of approximately $ 3.6 million.

In March 2023, we sold the portfolio of four properties in California previously leased to affiliates of Medical Investor Holdings, LLC (“Vertical”) for $ 16.2 million (excluding transaction costs) and provided a secured loan for $ 16.1 million to the buyer of the properties.

The loan matures on February 29, 2028 with two options to extend the maturity for twelve months , conditional in each instance on the payment of an extension fee and at least $ 0.5 million of the principal balance.

The loan is interest only and payments are payable monthly in advance.

In March 2023, we sold the portfolio of four properties in California for $ 16.2 million (excluding transaction costs) and provided a secured loan for $ 16.1 million to the buyer of the properties.

The loan was set to mature on February 29, 2028 with two options to extend the maturity for twelve months , conditional in each instance on the payment of an extension fee and at least $ 0.5 million of the principal balance.

The loan was interest only and payments were payable monthly in advance.

The transaction did not qualify for recognition as a completed sale under GAAP since not all of the criteria were met.

Accordingly, we have not derecognized the assets transferred on our consolidated balance sheets.

All consideration received, as well as any future

payments, from the buyer will be recognized as a deposit liability and will be included in other liabilities on our consolidated balance sheets until such time the criteria for recognition as a sale have been met.

As of December 31, 2024, we received interest payments of $ 2.4 million.

In addition, as we have not met all of the held-for-sale criteria, land and building and improvements with gross carrying values of $ 3.4 million and approximately $ 13.9 million, respectively, and accumulated depreciation of $ 2.0 million as of December 31, 2024, remain on the consolidated balance sheets, and the buildings and improvements continue to be depreciated.

Accordingly, we did not derecognize the assets transferred on our consolidated balance sheets and all considerations received to date from the buyer have been recognized as a deposit liability and included in other liabilities on our consolidated balance sheets until such time the criteria for recognition as a sale have been met or the agreement is terminated.

We declared this loan in default in March 2025 due to borrower's failure to pay interest and reimbursement for taxes.

In September 2025, due to borrower's continued default and voluntary surrender, we took back possession and ownership of the properties through a deed in lieu of foreclosure.

In connection with the termination of the agreement, we recognized $ 2.7 million of consideration received to date as interest and other income on our consolidated statements of income for the year ended December 31, 2025.

In May 2024, we sold a property in Los Angeles, California for $ 9.1 million (excluding closing costs) to a third-party buyer.

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In connection with this sale, during the year ended December 31, 2024, we recognized a disposition-contingent lease termination fee of $ 3.9 million, which is included in rental revenue (including tenant reimbursements) on our consolidated statements of income, and a loss on sale of real estate of $ 3.4 million.

In April 2025, we sold a property in Michigan for $ 9.0 million (excluding transaction costs) and provided a secured loan for $ 8.5 million to the buyer of the property.

The loan matures on April 24, 2028 with an option to extend the maturity for twelve months , conditional on the payment of an extension fee.

The loan is interest only and payments are payable monthly in advance.

The transaction did not qualify for recognition as a completed sale under GAAP since not all of the criteria were met.

Accordingly, we have not derecognized the assets transferred and the land and building and improvements with a gross carrying value of $ 0.4 million and $ 9.6 million, respectively, and accumulated depreciation of $ 2.1 million as of December 31, 2025, remain on the consolidated balance sheet, and the buildings and improvements continue to be depreciated.

All consideration received, as well as any future payments, from the buyer will be recognized as a deposit liability and will be included in other liabilities on our consolidated balance sheets until such time the criteria for recognition as a sale have been met.

As of December 31, 2025, we have received a total of $ 1.6 million for a loan origination fee and interest.

In June 2025, we sold a property in Palm Springs, California.

Net proceeds from the sale were $ 1.8 million and no gain or loss was recognized on the sale as the property was impaired and recognized at fair value less selling costs.

In December 2025, we sold a property in Mancos, Colorado.

Net proceeds from the sale were $ 0.5 million and we recognized a loss on sale of real estate of $ 0.3 million.

Future Contractual Minimum Rent

Future contractual minimum rent (including base rent and property management fees) to be received on our leases as of December 31, 2025 for future periods is summarized as follows (in thousands):

Contractual Minimum Rent

Year Contractual Minimum Rent

2026 $ 299,647

Thereafter 3,058,509

Total $ 4,647,161

Future contractual minimum rent includes payments to be received on two sale-type leases, which will be recognized as a deposit liability and will be included in other liabilities on our consolidated balance sheet until certain criteria are met (see Note 2 “Lease Accounting” for further details).

Life Science Investments

In August 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with IQHQ, Inc, a private life science real estate investment trust, and certain of its affiliates (collectively "IQHQ").

The Securities Purchase Agreement, together with certain exhibits thereto, set forth the terms under which the Company agreed to:

(i) purchase up to $ 170.0 million of 15.0 % Series G Cumulative Redeemable Preferred Stock of IQHQ (the “IQHQ Preferred Stock”) at a price of $ 1,000 per share, together with corresponding warrants to purchase common equity units of IQHQ at an exercise price of $ 0.01 per unit, subject to the satisfaction of certain funding milestones of the IQHQ Preferred Stock;

and (ii) provide a $ 100.0 million commitment to IQHQ as a member of a lender syndicate under an Amended and Restated Credit Agreement (the “IQHQ Credit Facility”) with an initial term of three years , extendable by an additional 12 months upon payment of an extension fee and satisfaction of certain other conditions.

On September 30, 2025, the Company completed the initial purchase of an aggregate of 5,000 shares of IQHQ Preferred Stock for a total investment of $ 5.0 million.

On October 31, 2025, the Company purchased an additional 45,000 shares of IQHQ Preferred Stock for $ 45.0 million, resulting in a total investment of 50,000 shares with an aggregate purchase price of $ 50.0 million.

The IQHQ Preferred Stock accrues cumulative dividends comprised of (i) a 10.0 % annual cash dividend and (ii) a 5.0 % paid-in-kind (“PIK”) dividend, with dividends payable quarterly in arrears.

For the year ended December 31, 2025, $ 0.4 million of PIK dividend was compounded into the investment in the IQHQ Preferred Stock.

The PIK dividend will be paid upon redemption.

The PIK dividend rate increases by 1.25 % on each of the fourth and fifth anniversaries of issuance.

In the event of a failure by IQHQ to make required redemptions or cash dividend payments, the PIK dividend rate increases by an additional 5.0 %, until the failure is cured, subject to a cap on the increase.

The IQHQ Preferred Stock ranks senior to IQHQ's common equity and any junior securities, pari passu with its Series E Preferred Stock and other parity securities, and junior to its Series A and Series D-1 Preferred Stock with respect to dividends and liquidation preferences.

The IQHQ Preferred Stock is not convertible and carries limited voting rights, except as required by law or with respect to charter amendments that are materially adverse to holder rights.

The IQHQ Preferred Stock may be redeemed by IQHQ at any time at the greater of $ 1,560 per share or the then-current base amount and may also be subject to holder redemption upon a change of control or sale transaction.

The remaining balance of the Company’s committed investment in IQHQ Preferred Stock is scheduled to be funded in multiple tranches commencing the second quarter of 2026 and continuing through the second quarter of 2027, subject to extension options exercisable by IQHQ.

In connection with the initial closing, the Company also received a warrant (the

“IQHQ Warrant”) to purchase common equity units of IQHQ.

The IQHQ Warrant is exercisable for a number of common equity units representing 1.5 % of the fully diluted outstanding common equity of IQHQ (after giving effect to all previously issued warrants) as of the date of the initial closing.

Pursuant to the terms of the Securities Purchase Agreement, upon the initial closing, the Company obtained the right to appoint one voting member to IQHQ’s board of directors, subject to certain ownership thresholds, and designated Paul Smithers, the Company’s President and Chief Executive Officer, for this role.

The Company also entered into a right of first offer letter with IQHQ, granting the Company a contractual right of first offer on certain real estate asset sales of IQHQ.

Additionally, in connection with the initial closing under the Securities Purchase Agreement, on September 30, 2025, the Company became a lender under the IQHQ Credit Facility and fully funded its $ 100.0 million commitment.

The IQHQ Credit Facility bears interest at a fixed annual rate of 13.5 %, consisting of 12.0 % payable in cash and 1.5 % PIK, with interest payable quarterly.

For the year ended December 31, 2025, $ 0.4 million of PIK interest was compounded into the principal balance of the IQHQ Credit Facility.

The PIK interest will be paid at maturity.

The IQHQ Credit Facility has an initial maturity on September 30, 2028, with a one -time extension option of up to 12 months, subject to the satisfaction of certain conditions and payment of a facility extension fee.

All obligations under the IQHQ Credit Facility are unconditionally guaranteed by IQHQ and secured by a first priority pledge of certain of IQHQ's assets.

The Company is subject to a rate reduction penalty of up to 3.0 % in the event it fails to make required purchases of IQHQ Preferred Stock under the Securities Purchase Agreement.

The IQHQ Credit Facility includes customary representations, warranties, and covenants, as well as major decision rights requiring lender approval.

IQHQ is required to prepay loans with proceeds from certain asset or equity sales and may voluntarily prepay or reduce commitments subject to specified conditions.

The following table details the carrying value of our life science investments, including the value of the forward contract to purchase the remaining minimum commitment of IQHQ Preferred Stock (in thousands):

December 31, 2025

Investment in IQHQ Preferred Stock $ 47,430

Investment in IQHQ Warrant 5,321

Forward contract for the purchase of IQHQ Preferred Stock 2,562

PIK dividend 444

Investment in IQHQ Credit Facility 96,493

PIK interest 415

Total $ 152,665

Exchangeable Senior Notes

As of December 31, 2023, our Operating Partnership had outstanding $ 4.4 million of principal amount of 3.75 % Exchangeable Senior Notes due 2024 (the “Exchangeable Senior Notes”).

Our Operating Partnership previously issued 3.75 % Exchangeable Senior Notes due 2024 (the “Exchangeable Senior Notes”).

The Exchangeable Senior Notes were senior unsecured obligations of our Operating Partnership, were fully and unconditionally guaranteed by us and our Operating Partnership’s subsidiaries and were exchangeable for cash, shares of our common stock, or a combination of cash and shares of our common stock, at our Operating Partnership’s option, at any time prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date.

The Exchangeable Senior Notes paid interest semiannually at a rate of 3.75 % per annum and matured on February 21, 2024.

The effective interest rate including amortization of issuance costs was 4.53 %.

During the year ended December 31, 2024 , we issued 28,408 shares of our common stock and paid $ 4.3 million in cash upon exchange by holders of $ 4.3 million principal amount of Exchangeable Senior Notes and paid off the remaining $ 0.1 million principal amount at maturity in February 2024, in accordance with terms of the indenture for the Exchangeable Senior Notes.

During the year ended December 31, 2023 , we issued 32,200 shares of our common stock upon exchanges by holders of $ 2.0 million of outstanding principal amount of our Exchangeable Senior Notes.

For the year ended December 31, 2023, we recognized a gain on the exchange totaling $ 22,000 , resulting from the difference between the fair value and carrying value of the debt as of the date of the exchange.

For the year ended December 31, 2023 , we recognized a gain on the exchange totaling $ 22,000 , resulting from the difference between the fair value and carrying

value of the debt as of the date of the exchange.

The issuance of the shares pursuant to the exchanges resulted in a net non-cash increase to our additional paid-in capital account of $ 2.0 million for the year ended December 31, 2023 .

During the year ended December 31, 2022, we issued 413,166 shares of our common stock upon exchanges by holders of $ 26.9 million of outstanding principal amount of our Exchangeable Senior Notes.

For the year ended December 31, 2022, we recognized a loss on the exchange totaling approximately $ 0.1 million resulting from the difference between the fair value and carrying value of the debt as of the date of the exchange.

The issuance of the shares pursuant to the exchanges resulted in a non-cash increase to our additional paid-in capital account of $ 26.7 million for the year ended December 31, 2022.

The following table details our interest expense related to the Exchangeable Senior Notes (in thousands):

For the Year Ended December 31,

2025 2024 2023

Cash coupon $ — $ 24 $ 182

Amortization of issuance cost — 5 37

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Total interest expense $ — $ 28 $ 212

The following table details the carrying value of our Exchangeable Senior Notes (in thousands):

December 31, 2024

December 31, 2023

Principal amount

Unamortized issuance cost

Carrying value

Accrued interest payable for the Exchangeable Senior Notes was $ 49,000 as of December 31, 2023 and is included in accounts payable and accrued expenses on our consolidated balance sheets.

Notes due 2026

On May 25, 2021, our Operating Partnership issued $ 300.0 million aggregate principal amount of its 5.50 % Senior Notes due 2026 (the “Notes due 2026”).

The Notes due 2026 are senior unsecured obligations of our Operating Partnership, are fully and unconditionally guaranteed by us and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured indebtedness, including the Exchangeable Senior Notes which matured in February 2024.

In May 2021, our Operating Partnership issued $ 300.0 million aggregate principal amount of its 5.50 % Senior Notes due 2026 (the “Notes due 2026”).

However, the Notes due 2026 are effectively subordinated to any of the Company’s, the Operating Partnership’s and the Operating Partnership’s subsidiaries’ future secured indebtedness to the extent of the value of the assets securing such indebtedness.

The Notes due 2026 will pay interest semiannually at a rate of 5.50 % per year and will mature on May 25, 2026.

The terms of the Notes due 2026 are governed by an indenture, dated May 25, 2021, among the Operating Partnership, as issuer, the Company and the Operating Partnership’s subsidiaries, as guarantors, Argent Institutional Trust Company, as trustee (as successor-in-interest to GLAS Trust Company LLC), and Securities Transfer Corporation, as registrar (as successor-in-interest to GLAS Trust Company LLC).

The terms of the indenture provide that if the debt rating on the Notes due 2026 is downgraded or withdrawn entirely, interest on the Notes due 2026 will increase to a range of 6.0 % to 6.5 % based on such debt rating.

The Notes due 2026 pay interest semiannually at a rate of 5.50 % per year and will mature on May 25, 2026.

The terms of the Notes due 2026 are governed by an indenture, dated May 25, 2021, and provide that if the debt rating on the Notes due 2026 is downgraded or withdrawn entirely, interest on the Notes due 2026 will increase to a range of 6.0 % to 6.5 % based on such debt rating.

In connection with the issuance of the Notes due 2026, we recorded $ 6.8 million of issuance costs, which are being amortized using the effective interest method and recognized as non-cash interest expense over the term of the Notes due 2026.

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For the Year Ended December 31,

2025 2024 2023

Cash coupon $ 16,093 $ 16,500 $ 16,500

Amortization of issuance cost 1,467 1,416 1,334

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The following table details the carrying value of our Notes due 2026 (in thousands):

December 31, 2024

December 31, 2023

December 31, 2025 December 31, 2024

Principal amount $ 291,215 $ 300,000

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Carrying value $ 290,602 $ 297,865

The Operating Partnership may redeem some or all of the notes at its option at any time at the applicable redemption price.

If the notes are redeemed prior to February 25, 2026, the redemption price will be equal to 100 % of the principal amount of the notes being redeemed, plus a make-whole premium and accrued and unpaid interest thereon to, but excluding, the applicable redemption date.

If the notes are redeemed on or after February 25, 2026, the redemption price will be equal to 100 % of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date.

The Operating Partnership may redeem some or all of the Notes due 2026 at its option at any time at the applicable redemption price.

If the Notes due 2026 are redeemed prior to February 25, 2026, the redemption price will be equal to 100 % of the principal amount of the Notes due 2026 being redeemed, plus a make-whole premium and accrued and unpaid interest thereon to, but excluding, the applicable redemption date.

If the Notes due 2026 are redeemed on or after February 25, 2026, the redemption price will be equal to 100 % of the principal amount of the Notes due 2026 being redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date.

In February 2025, we made early partial repayments at a discount totaling $ 8.7 million on the Notes due 2026, reducing the principal balance by $ 8.8 million.

Following the partial repayment, all other terms and conditions of the debt agreement remain unchanged.

The terms of the indenture for the Notes due 2026 require compliance with various financial covenants, including minimum level of debt service coverage and limits on the amount of total leverage and secured debt maintained by the Operating Partnership.

Management believes that it was in compliance with those covenants as of December 31, 2025.

Accrued interest payable for the Notes due 2026 as of December 31, 2024 and 2023 was $ 2.1 million and is included in accounts payable and accrued expenses on our consolidated balance sheets.

Accrued interest payable for the Notes due 2026 was $ 2.0 million and $ 2.1 million as of December 31, 2025 and 2024, respectively, and is included in accounts payable and accrued expenses on our consolidated balance sheets.

Revolving Credit Facility

In October 2023, our Operating Partnership entered into a loan and security agreement (the “Loan Agreement”) with a federally regulated commercial bank, as lender and as agent for lenders that become party thereto from time to time, which matures on October 23, 2026.

The Loan Agreement provided $ 50.0 million in aggregate commitments for secured revolving loans (the “Revolving Credit Facility”), the availability of which is based on a borrowing base consisting of real properties owned by subsidiaries (the “Subsidiary Guarantors”) of the Operating Partnership that satisfy eligibility criteria set forth in the Loan Agreement.

The Loan Agreement initially provided $ 50.0 million in aggregate commitments for secured revolving loans (the “Revolving Credit Facility”), the availability of which is based on a borrowing base consisting of real properties owned by subsidiaries (the “Subsidiary Guarantors”) of the Operating Partnership that satisfy eligibility criteria set forth in the Loan Agreement.

The obligations of the Operating Partnership under the Loan Agreement are guaranteed by the Company and the Subsidiary Guarantors, and are secured by (i) operating accounts of the Operating Partnership into which lease payments under the real property included in the borrowing base are paid, (ii) the equity interest of the Subsidiary Guarantors, (iii) the real estate included in the borrowing base and the leases and rents thereunder, and (iv) all personal property of the Subsidiary Guarantors.

The Loan Agreement also allows the Operating Partnership, subject to the satisfaction of certain conditions, to request additional revolving loan commitments up to a specified amount.

In November 2024, our Operating Partnership entered into an amendment to the Loan Agreement, pursuant to which the aggregate commitments under the Revolving Credit Facility were increased from $ 50.0 million to $ 87.5 million.

Borrowings under the Revolving Credit Facility bear interest at a variable rate based on the greater of the prime rate and an applicable margin based on deposits with the participating bank(s) and a stipulated interest rate.

At December 31, 2025, the interest rate was 9.0 %.

The Revolving Credit Facility is subject to an unused line of credit fee, calculated in accordance with the Loan Agreement.

As of December 31, 2025, the outstanding balance under the Revolving Credit Facility was $ 27.5 million.

There were no amounts outstanding under the Revolving Credit Facility as of December 31, 2024.

The Loan Agreement is subject to certain liquidity and operating covenants and includes customary representations and warranties, affirmative and negative covenants and events of default.

The Loan Agreement also allows the Operating Partnership, subject to the satisfaction of certain conditions, to request additional revolving loan commitments up to a specified amount.

There were no amounts outstanding under the Revolving Credit Facility as of December 31, 2024 and 2023.

Management believes that it was in compliance with those covenants as of December 31, 2025.

In connection with the Revolving Credit Facility, we recorded $ 1.2 million of issuance costs, which are being amortized on a straight-line basis and recognized as non-cash interest expense over the term of the Revolving Credit Facility.

For the year ended December 31, 2024 and 2023, we recognized $ 0.3 million and $ 41,000 of non-cash interest expense related to the Revolving Credit Facility.

For the years ended December 31, 2025, 2024 and 2023, we recognized $ 0.5 million, $ 0.3 million and $ 41,000 , respectively, of non-cash interest expense related to the Revolving Credit Facility.

IIP Life Science Credit Facility

In October 2025, our Operating Partnership and IIP Life Science entered into a loan agreement with a federally regulated commercial bank, as agent for the lenders that become party thereto from time to time (the “IIP Life Science Credit Facility”).

Under the IIP Life Science Credit Facility, our Operating Partnership has a revolving line of credit available up to $ 100.0 million until the maturity date on October 3, 2028.

The IIP Life Science Credit Facility includes an accordion feature under which the revolving line of credit may be increased up to an aggregate of $ 135.0 million, under certain conditions, including obtaining additional lender commitments.

The availability of credit at any given time under the IIP Life Science Credit Facility is subject to, among other things, the amount of collateral available and a borrowing base formula based upon the value of eligible investments in certain securities and an eligible loan receivable.

All obligations under the IIP Life Science Credit Facility are secured by substantial assets of the loan parties, including the Company’s investment through IIP Life Science in IQHQ Preferred Stock, the IQHQ Warrant, and the IQHQ Credit Facility.

Borrowings under the IIP Life Science Credit Facility bear interest on the outstanding daily balance at a rate of interest per annum equal to the greater of (i) the one-month Secured Overnight Financing Rate ("SOFR"), as administered by CME Group Benchmark Administration, plus 2.0 % and (ii) 6.10 %.

At December 31, 2025, the interest rate was 6.1 %.

As of December 31, 2025, there were $ 75.0 million of borrowing outstanding under the IIP Life Science Credit Facility.

The IIP Life Science Credit Facility contains a liquidity covenant and a debt service coverage ratio covenant, which requires that the ratio of the Company’s consolidated EBITDA to debt service costs not be less than 2.0 to 1.0, measured as of the end of each fiscal quarter.

Management believes that it was in compliance with those covenants as of December 31, 2025.

In connection with the IIP Life Science Credit Facility, we recorded $ 0.9 million of issuance costs, which are being amortized on a straight-line basis and recognized as non-cash interest expense over the term of the Revolving Credit Facility.

For the year ended December 31, 2025, we recognized $ 77,000 of non-cash interest expense related to the IIP Life Science Credit Facility.

The following table summarizes the principal payments on our outstanding indebtedness as of December 31, 2025 (in thousands):

by Year Amount

2026 $ 318,715

Total $ 393,715

Net Income Per Share

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As a result, distributions to participating securities have been included in net income attributable to common stockholders to calculate net income per basic and diluted share.

The 9,468 shares, 81,169 shares and 202,076 shares necessary to settle the Exchangeable Senior Notes on the if-exchanged method basis were dilutive for the years ended December 31, 2024, 2023 and 2022, respectively, and were included in the computation of diluted earnings per share.

The 9,468 shares and 81,169 shares necessary to settle the Exchangeable Senior Notes on the if-exchanged method basis were dilutive for the years ended December 31, 2024, and 2023, respectively, and were included in the computation of diluted earnings per share.

For the years ended December 31, 2024, and 2023, the performance share units (“PSUs”) granted to certain employees were not included in dilutive securities as the performance thresholds for the vesting of the PSUs were not met as measured as of the respective dates.

(see Note 10 for further discussion of the PSUs).

The PSUs expired on December 31, 2024 (see Note 11 " Common Stock Incentive Plan" for further discussion of the PSUs).

Computations of net income per basic and diluted share were as follows (in thousands, except share and per share data):

Years Ended December 31,

2025 2024 2023

Net income $ 118,247 $ 161,661 $ 165,588

Preferred stock dividends ( 3,812 ) ( 1,804 ) ( 1,352 )

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Weighted-average common shares outstanding:

Basic 28,005,228 28,226,402 27,977,807

Restricted stock and RSUs 371,999 294,780 196,821

Dilutive effect of Exchangeable Senior Notes — 9,468 81,169

Diluted 28,377,227 28,530,650 28,255,797

Net income attributable to common stockholders per share:

Basic $ 3.98 $ 5.58 $ 5.82

Diluted $ 3.93 $ 5.52 $ 5.77

Fair Value of Financial Instruments

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Level 3—Unobservable inputs that are supported by little or no market activities, therefore requiring an entity to develop its own assumptions.

The following table presents the carrying value and approximate fair value of financial instruments at December 31, 2024 and 2023 (in thousands):

At December 31, 2024

At December 31, 2023

Carrying Value

Investments (1)

Investments as cash equivalents (2)

Exchangeable Senior Notes (3)

Notes due 2026 (3)

Financial Instruments Measured at Fair Value on a Nonrecurring Basis

On September 30, 2025, the Company completed its initial purchase of IQHQ Preferred Stock and funded the investment under the IQHQ Credit Facility, as described in Note 7.

The investments in the IQHQ Preferred Stock and IQHQ Credit Facility were evaluated together, along with the related financial instruments, and were initially measured based on relative fair value.

Utilizing a third-party valuation specialist, the fair values were determined as summarized in the following table (in thousands):

Financial Instruments Relative Fair Value at September 30, 2025

IQHQ Preferred Stock (1)

IQHQ Warrant (2)

Forward contract for the purchase of IQHQ Preferred Stock (3)

IQHQ Credit Facility (4)

________________________________________________________

(1) The Company estimated the fair value of the IQHQ Preferred Stock using a discounted cash flow method with a risk adjusted discount rate of 20.0 % and term to an IQHQ entity level exit of five years.

Because this methodology includes unobservable inputs that reflect our own internal assumptions and calculations, the measurement of estimated fair value is categorized as Level 3 of the fair value hierarchy.

(2) The Company estimated the fair value of the IQHQ Warrant using an option pricing model.

Because this methodology includes unobservable inputs, including a discount for lack of marketability of 41.0 %, a risk free rate of 3.7 %, equity volatility of 35.0 %, and term to an IQHQ entity level exit of five years , the fair value measurement is categorized as Level 3 of the fair value hierarchy.

(3) The Company estimated the fair value of the forward contract for the purchase of IQHQ Preferred Stock using a standard forward contract model.

Because this methodology includes unobservable inputs, including the expected timing and amounts of future fundings as well as the estimated fair value of the underlying IQHQ Preferred Stock estimated using an approach consistent with as described above, the measurement of estimated fair value is categorized as Level 3 of the fair value hierarchy.

(4) The Company estimated the fair value of the IQHQ Credit Facility by using a discounted cash flow method with a risk adjusted discount rate of 16.1 %.

Financial Instruments Not Measured at Fair Value

The following table presents the carrying value and approximate fair value of financial instruments not measured at fair value at December 31, 2025 and 2024 (in thousands):

At December 31, 2025 At December 31, 2024

Carrying Value Fair Value Carrying Value Fair Value

Life science investments (1)

$ 96,908 $ 96,908 $ — $ —

Construction loan (2)

$ 22,800 $ 22,997 $ 22,800 $ 28,245

Investments as cash equivalents (3)

$ 158 $ 158 $ 45,714 $ 45,714

Notes receivable (4)

(1) At December 31, 2024, investments consisting of short-term certificates of deposit with an original maturity at the time of purchase of greater than 90 days and less than one year are classified as held-to-maturity, stated at cost and valued using Level 2 inputs.

At December 31, 2023, investments consisting of short-term obligations of the U.S.

government with an original maturity at the time of purchase of greater than 90 days and less than one year are classified as held-to-maturity, stated at amortized cost and valued using Level 1 inputs.

At December 31, 2023, the unrecognized gain was $ 78,000 .

(2) Investments included in cash and cash equivalents consisting of obligations of the U.S.

government with an original maturity at the time of purchase of less than or equal to 90 days are classified as held-to-maturity and valued using Level 1 inputs.

(3) The fair value is determined based upon Level 2 inputs as the Exchangeable Senior Notes and Notes due 2026 were trading in the private market.

Th Exchangeable Senior Notes matured in February 2024.

$ 16,786 $ 16,786 $ 16,786 $ 16,786

Investments (5)

$ — $ — $ 5,000 $ 5,000

Notes due 2026 (6)

$ 290,602 $ 288,644 $ 297,865 $ 289,077

Revolving credit facility (7)

$ 27,500 $ 27,500 $ — $ —

Life science credit facility (8)

$ 75,000 $ 75,000 $ — $ —

________________________________________________________

(1) Excludes $ 52.8 million of investments in the IQHQ Preferred Stock and IQHQ Warrant which are carried at cost under the measurement alternative of ASC 321, Investments - Equity Securities .

The investment in the IQHQ Credit Facility is categorized as Level 3 and was valued using a yield analysis, which is typically performed for non-credit impaired loans.

To determine fair value using a yield analysis, a current price is imputed for the loan based upon an assessment of the expected market yield for a similarly structured loan with a similar level of risk.

In the yield analysis, the Company considers the current contractual interest rate, the maturity and other terms of the loan relative to risk of the company and the specific loan.

At December 31, 2025, the expected market yield used to determine fair value was 16.8 %.

Changes in market yields may change the fair value of the investment in the revolving credit facility.

Generally, an increase in market yields may result in a decrease in the fair value of the investment in the revolving credit facility.

Due to the inherent uncertainty of determining the fair value of a loan that does not have a readily available market value, the fair value of the investment in the revolving credit facility may fluctuate from period to period.

Additionally, the fair value of the investment in the revolving credit facility may differ significantly from the value that would have been used had a readily available market existed for such loan and may differ materially from the value that the Company may ultimately realize.

(2) The construction loan receivable is categorized as Level 3 and was valued using a yield analysis, which is typically performed for non-credit impaired loans.

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In the yield analysis, the Company considers the current contractual interest rate, the maturity and other terms of the loan relative to risk of the company and the specific loan.

At both December 31, 2024 and 2023, the expected market yields used to determine fair value was 16.25 % .

At each of December 31, 2025 and December 31, 2024, the expected market yield used to determine fair value was 16.25 %.

Changes in market yields may change the fair value of the construction loan.

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Additionally, the fair value of the construction loan may differ significantly from the value that would have been used had a readily available market existed for such loan and may differ materially from the value that the Company may ultimately realize.

(3) Investments as cash equivalents include investments of obligations of the U.S.

government with an original maturity at the time of purchase of 90 days or less are classified as held-to-maturity, stated at amortized cost and valued using Level 1 inputs.

Investments as cash equivalents also include investments in a money market fund that invests 100 % in U.S.

government securities, which is stated at cost and valued using Level 1 inputs.

(4) Notes receivable relate to certain acquisitions of real estate which did not satisfy the requirements for sale-leaseback accounting (see Note 2 “Acquisition of Real Estate Properties” to our consolidated financial statements for more information).

The notes receivable are categorized as Level 3 and were also valued using a yield analysis.

The notes receivable

are categorized as Level 3 and were valued using a yield analysis.

At December 31, 2025 and 2024, the weighted average expected market yields used to determine fair values were 26.5 % and 20.6 %, respectively.

The carrying amounts of cash equivalents, accounts payable, accrued expenses and other liabilities approximate fair values.

(5) At December 31, 2024 , investments consisting of short-term certificates of deposit with an original maturity at the time of purchase of greater than 90 days and less than one year are classified as held-to-maturity, stated at cost which approximates fair value using Level 2 inputs.

(6) The fair value is determined based upon Level 2 inputs as the Notes due 2026 were not traded in an active market.

(7) The Revolving Credit Facility is categorized as Level 2 and was valued using a discounted cash flow analysis based on significant other observable inputs such as available market information on discount and borrowing rates with similar terms, maturities, and credit ratings.

Changes in discount and borrowing rates may change the fair value of the Revolving Credit Facility.

Additionally, the use of different market assumptions or estimation methods may have a material effect on the estimated fair value.

(8) The Life Science Credit Facility is categorized as Level 2 and was valued using a discounted cash flow analysis based on significant other observable inputs such as available market information on discount and borrowing rates with similar terms, maturities, and credit ratings.

Changes in discount and borrowing rates may change the fair value of the Life Science Credit Facility.

Additionally, the use of different market assumptions or estimation methods may have a material effect on the estimated fair value.

The carrying amounts of cash equivalents, interest receivable, accounts payable, accrued expenses and other liabilities approximate fair values.

Common Stock Incentive Plan

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Any equity awards that lapse, expire, terminate, are canceled or are forfeited (including forfeitures in connection with satisfaction of tax withholding obligations of the recipient) are re-credited to the 2016 Plan’s reserve for future issuance.

The 2016 Plan automatically terminates on the date which is ten years following the effective date of the 2016 Plan.

The 2016 Plan automatically terminates on the date which is ten years following the effective date of the 2016 Plan, in December 2026.

A summary of the restricted stock activity under the 2016 Plan and related information for the years ended December 31, 2025, 2024 and 2023 is included in the table below:

Shares Weighted-

Average Grant Date

Nonvested balance at December 31, 2022 34,026 $ 181.08

Granted 40,770 $ 105.85

Vested ( 12,115 ) $ 173.37

Forfeited (1)

( 5,970 ) $ 116.31

Nonvested balance at December 31, 2023 56,711 $ 135.46

Granted 46,752 $ 93.26

Vested ( 18,753 ) $ 111.84

Forfeited (1)

( 7,442 ) $ 205.15

Nonvested balance at December 31, 2024 77,268 $ 108.95

Granted 69,384 $ 71.66

Vested ( 24,578 ) $ 103.47

Forfeited (1)

( 12,483 ) $ 161.21

Nonvested balance at December 31, 2025 109,591 $ 80.61

________________________________________________________

(1) Shares that were forfeited to cover the employees’ tax withholding obligation upon vesting or employees’ cessation of employment.

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RSUs are issued as part of the Innovative Industrial Properties, Inc.

Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”), which allows a select group of management and our non-employee directors to defer receiving

certain of their cash and equity-based compensation.

Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”), which allows a select group of management and our non-employee directors to defer receiving certain of their cash and equity-based compensation.

RSUs are subject to vesting conditions of the Deferred Compensation Plan and have the same economic rights as shares of restricted stock under the 2016 Plan:

RSUs Weighted-

Average Grant Date

Balance at December 31, 2022 83,677 $ 144.30

Granted 66,279 $ 101.40

Balance at December 31, 2023 149,956 $ 125.34

Granted 72,546 $ 92.64

Balance at December 31, 2024 222,502 $ 114.68

Granted 75,975 $ 75.59

Vested and converted to common stock ( 5,779 ) $ 100.10

Forfeited (1)

( 12,143 ) $ 100.62

Balance at December 31, 2025 280,555 $ 104.19

________________________________________________________

(1) Shares that were forfeited to cover the employees’ tax withholding obligation upon vesting or employees’ cessation of employment.

The remaining unrecognized compensation cost of $ 5.5 million for RSU awards is expected to be recognized over an amortization period of 1.7 years as of December 31, 2025.

In January 2021, we initiated the PSU program and issued 70,795 “target” PSUs to a select group of officers, which vest and are settled in shares of common stock (“Award Shares”) based on the Company’s total stockholder return over a period commencing on January 11, 2021 and ending on December 31, 2023 (the “Performance Period”) relative to two different comparator groups of companies.

In January 2022, we issued 102,641 “target” PSUs to a select group of officers, which vest and are settled in shares of common stock (referred to herein together with the 2021 PSU Award Shares as the “Award Shares”) based on the Company’s total stockholder return over a period commencing on January 11, 2022 and ending on December 31, 2024 (referred to herein together with the 2021 PSU Performance Period as the “Performance Periods”) relative to two different comparator groups of companies.

In January 2021 and January 2022 , we issued 70,795 and 102,641 “target” PSUs, respectively, to a select group of officers, which vest and are settled in shares of common stock based on the Company’s total stockholder return over a period commencing on the applicable grant dates and ending on December 31, 2023 and 2024 respectively.

The PSUs granted in January 2021 and January 2022 were forfeited in their entirety on December 31, 2023 and 2024, respectively, pursuant to the terms of the agreements, as the PSUs failed to meet the performance threshold for vesting.

Stock-based compensation for market-based PSU awards is based on the grant date fair value of the equity awards and is recognized over the applicable performance period.

For the year ended December 31, 2024, 2023 and 2022, we recognized stock-based compensation expense of $ 6.7 million, $ 10.7 million and $ 10.7 million, respectively, relating to PSU awards.

The PSUs granted in January 2021 were forfeited in their entirety on December 31, 2023 pursuant to the terms of the agreements, as the PSUs failed to meet the performance threshold for vesting.

The PSUs granted in January 2022 were forfeited in their entirety on December 31, 2024 pursuant to the terms of the agreements, as the PSUs failed to meet the performance threshold for vesting.

For the year ended December 31, 2024 and 2023, we recognized stock-based compensation expense of $ 6.7 million and $ 10.7 million, respectively, relating to PSU awards.

Stock-based compensation expense is included within general and administrative expense in the consolidated statements of income.

Commitments and Contingencies

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As of December 31, 2025, we had $ 6.5 million of commitments related to improvement allowances, which generally may be requested by the tenants at any time up until a date that is near the expiration of the initial term of the applicable lease.

Construction Commitments.

As of December 31, 2024, we had approximately $ 1.2 million of commitments related to contracts with vendors for improvements at our properties.

Life Science Investments.

As of December 31, 2025, we had $ 120.0 million remaining on our commitment to purchase up to $ 170.0 million of IQHQ Preferred Stock, scheduled to be funded in various installments by June 30, 2027, subject to extension options exercisable by IQHQ.

See Note 7 "Life Science Investments" for further details.

Construction Loan.

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District Court for the District of New Jersey.

The lawsuit was purportedly brought on behalf of purchasers of our common stock and alleges that we and certain of our officers made false or misleading statements regarding our business in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SEC Rule 10b-5, and Section 20(a) of the Exchange Act.

According to the filed complaint, the p laintiff is seeking an undetermined amount of damages, interest, attorneys’ fees and costs and other relief on behalf of the putative classes of all persons who acquired shares of the Company’s common stock between May 7, 2020 and April 13, 2022.

On September 29, 2022, an Amended Class Action Complaint was filed under the same Case Number, adding as defendants Alan D.

Gold and Benjamin C.

Regin, and asserting causes of action under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

According to the Amended Class Action Complaint, the plaintiff is seeking an undetermined amount of damages, interest, attorneys’ fees and costs and other relief on behalf of the putative classes of all persons who acquired shares of the Company’s common stock between August 7, 2020 and August 4, 2022.

On December 1, 2022, defendants moved to dismiss the Amended Class Action Complaint.

On September 19, 2023, the court granted defendants’ motion to dismiss the Amended Class Action Complaint without prejudice.

On October 19, 2023, a Second Amended Class Action Complaint was filed under the same Case Number, and asserted causes of action under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

According to the Second Amended Class Action Complaint, the plaintiff is seeking an undetermined amount of damages, interest, attorneys’ fees and costs and other relief on behalf of the putative classes of all persons who acquired shares of the Company’s common stock between August 7, 2020 and August 4, 2022.

On December 18, 2023, defendants moved to dismiss the Second Amended Class Action Complaint;

on February 1, 2024, plaintiff responded with their opposition to defendants’ motion to dismiss the Second Amended Class Action Complaint;

and on March 1, 2024, defendants replied to plaintiff’s response.

On September 25, 2024, the court granted defendants’ motion to dismiss the Second Amended Class Action Complaint with prejudice.

On September 30, 2024, plaintiff filed a notice of appeal of the court’s dismissal of the Second Amended Class Action Complaint with prejudice.

On December 9, 2024, plaintiff filed their opening appellate brief with the United States Court of Appeals for the Third Circuit.

On January 23, 2025, defendants filed their appellate brief.

On September 25, 2024, the district court granted defendants’ motion to dismiss the operative complaint with prejudice.

The plaintiff appealed, and on October 15, 2025, the United States Court of Appeals for the Third Circuit affirmed the dismissal.

On October 29, 2025, the appellant filed a petition for rehearing en banc, which was denied on November 13, 2025.

Plaintiff did not file a petition for writ of certiorari with the U.S.

Supreme Court.

On January 17, 2025, a second federal securities class action lawsuit was filed against the Company and certain of its officers.

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District Court for the District of Maryland.

The lawsuit was purportedly brought on behalf of purchasers of our common stock and alleges that we and certain of our officers made false or misleading statements regarding our business in violation of Section 10(b) of the Exchange Act, SEC Rule 10b-5, and Section 20(a) of the Exchange Act.

The lawsuit was purportedly brought on behalf of purchasers of our common stock and alleges that we and certain of our officers made false or misleading statements regarding our business in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), SEC Rule 10b-5, and Section 20(a) of the Exchange Act.

According to the filed complaint, the plaintiff is seeking an undetermined amount of damages, interest, attorneys’ fees and costs and other relief on behalf of the putative classes of all persons who acquired shares of the Company’s common stock between February 27, 2024, and December 19, 2024.

On June 23, 2025, a Consolidated Class Action Complaint was filed under the same Case Number, adding Catherine Hastings as a defendant, and asserting causes of action under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder.

According to the Consolidated Class Action Complaint, the plaintiff is seeking an undetermined amount of damages, interest, attorneys’ fees and costs and other relief on behalf of the putative classes of all persons who acquired shares of the Company’s common stock between February 26, 2024 and March 28, 2025.

On August 22, 2025, defendants moved to dismiss the Consolidated Class Action Complaint, and on October 21, 2025, plaintiff responded with their opposition to defendants’ motion to dismiss.

On November 20, 2025, defendants filed a reply in support of their motion to dismiss.

It is possible that similar lawsuits may yet be filed in the same or other courts that name the same or additional defendants.

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Derivative Action Lawsuits

On July 26, 2022, a derivative action lawsuit was filed against the Company and certain of its officers and directors.

The case was named John Rice, derivatively on behalf of Innovative Industrial Properties, Inc.

Paul Smithers, Catherine Hastings, Andy Bui, Alan Gold, Gary Kreitzer, Mary Curran, Scott Shoemaker, David Stecher, and Innovative Industrial Properties, Inc., Case Number 24-C-22-003312, and was filed in the Circuit Court for Baltimore City, Maryland.

The lawsuit asserts putative derivative claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets against the directors and certain officers of the Company.

The plaintiffs are seeking declaratory relief, direction to reform and improve corporate governance and internal procedures, and an undetermined amount of damages, restitution, interest, and attorneys’ fees and costs.

On September 6, 2022, the defendants in this action filed a Consent Motion to Stay the Proceedings, which was granted on October 11, 2022.

On September 28, 2022, a second derivative action lawsuit was filed against the Company and certain of its officers and directors.

The case was named Karen Draper, derivatively on behalf of Innovative Industrial Properties, Inc.

Paul Smithers, Catherine Hastings, Andy Bui, Alan Gold, Gary Kreitzer, Mary Curran, Scott Shoemaker, David Stecher, Defendants, and Innovative Industrial Properties Inc., Nominal Defendant , Case Number 24-C-22-004243, and filed in the Circuit Court for Baltimore City, Maryland.

The lawsuit asserts putative derivative claims for breach of fiduciary duty, and seeks actions to reform and improve the Company, and an undetermined amount of damages, restitution, interest, and attorneys’ fees and costs.

Five derivative lawsuits were filed related to the Mallozzi federal securities class action discussed above.

John Rice, derivatively on behalf of Innovative Industrial Properties, Inc.

Paul Smithers, Catherine Hastings, Andy Bui, Alan Gold, Gary Kreitzer, Mary Curran, Scott Shoemaker, David Stecher, and Innovative Industrial Properties, Inc., Case Number

24-C-22-003312 , and Karen Draper, derivatively on behalf of Innovative Industrial Properties, Inc.

Paul Smithers, Catherine Hastings, Andy Bui, Alan Gold, Gary Kreitzer, Mary Curran, Scott Shoemaker, David Stecher, Defendants, and Innovative Industrial Properties Inc., Nominal Defendant, Case Number 24-C-22-004243 , were filed in the Circuit Court for Baltimore City, Maryland.

On October 19, 2022, the parties to both cases filed a Joint Motion to Consolidate Related Shareholder Derivative Actions and to Appoint Lead and Liaison Counsel for plaintiffs, which was granted on December 19, 2022, along with a stay in the lawsuit pending a ruling on the defendants’ motion to dismiss the federal class action lawsuit described above.

On April 17, 2023, a third derivative action lawsuit was filed against the Company and certain of its officers and directors.

The case was named Ross Weintraub, derivatively on behalf of Innovative Industrial Properties, Inc.

Alan Gold, Paul Smithers, Catherine Hastings, Ben Regin, Andy Bui, Tracie Hager, Gary Kreitzer, David Stecher, Scott Shoemaker, Mary Curran, and Innovative Industrial Properties, Inc., Case Number 1:23-cv-00737-GLR, and filed in the United States District Court for the District of Maryland.

The lawsuit asserts putative derivative claims for breach of fiduciary duty and violations of Section 14(a) of the Exchange Act, and seeks an undetermined amount of damages, equitable relief, and attorneys’ fees and costs.

Defendants in this action filed a Consent Motion to Stay the Proceeding, which was granted on April 17, 2023.

On June 5, 2023, a fourth derivative action lawsuit was filed against the Company and certain of its officers and directors.

The case was named Franco DeBlasio, on behalf of Gerich Melenth Nin (GMN) LP, derivatively on behalf of Innovative Industrial Properties, Inc.

On February 13, 2026, the parties filed a Joint Motion for Voluntary Dismissal Without Prejudice.

Two derivative lawsuits, named Ross Weintraub, derivatively on behalf of Innovative Industrial Properties, Inc.

Alan Gold, Paul Smithers, Catherine Hastings, Ben Regin, Andy Bui, Tracie Hager, Gary Kreitzer, David Stecher, Scott Shoemaker, Mary Curran, and Innovative Industrial Properties, Inc., Case Number 1:23-cv-00737-GLR , and Franco DeBlasio, on behalf of Gerich Melenth Nin (GMN) LP, derivatively on behalf of Innovative Industrial Properties, Inc.

Paul Smithers, Catherine Hastings, Alan D.

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Regin, Andy Bui, Gary A.

Kreitzer, David Stecher, Scott Shoemaker, Mary Curran, and Innovative Industrial Properties, Inc., Case Number 1:23-cv-01513-GLR, and filed in the United States District Court for the District of Maryland.

Kreitzer, David Stecher, Scott Shoemaker, Mary Curran, and Innovative Industrial Properties, Inc., Case Number 1:23-cv-01513-GLR , were filed in the United States District Court for the District of Maryland.

On July 19, 2023, the United States Court for the District of Maryland consolidated Case Nos.

1:23-cv-00737-GLR and 1:23-cv-01513-GLR with case number 1:23-cv-00737-GLR as the lead case and kept the stay in place.

The consolidated case remains stayed as Case Number 24-C-22-003312.

This derivative action relates to the same allegations as those made in the Mallozzi class action, detailed above.

After the United States Court of Appeals for the Third Circuit affirmed dismissal of the Mallozzi class action on October 15, 2025, plaintiffs in the consolidated action filed a Consent Motion for Voluntary Dismissal on October 20, 2025.

On October 21, 2025, the United States Court for the District of Maryland granted the dismissal.

On May 9, 2024, a fifth derivative action lawsuit was filed against the Company and certain of its officers and directors.

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Plaintiff and defendants in this action filed a Joint Stipulation to Stay the Proceedings, which was granted on September 17, 2024.

This derivative action also relates to the same allegations as those made in the Mallozzi class action, detailed above.

This derivative action relates to the same allegations as those made in the Mallozzi class action, detailed above, and remains pending.

On February 12, 2025, a derivative action lawsuit was filed against the Company and certain of its officers and directors.

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Alan Gold, Paul Smithers, David Smith, Ben Regin, Gary Kreitzer, Gary Stecher, Scott Shoemaker, Mary Allis Curran, and Innovative Industrial Properties, Inc., Case Number 1:25-cv-00456-ABA , and was filed in the United States District Court for the District of Maryland.

The lawsuit asserts putative derivative claims for violations of the Exchange Act, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, and

contribution against the directors and certain officers of the Company.

The plaintiffs are seeking an undetermined amount of damages, interest, an accounting and constructive trust, punitive damages, and attorneys’ fees and costs.

On February 18, 2025, the case was reassigned and given Case Number 1:25-cv-00456-GLR.

On February 19, 2025, the United States Court for the District of Maryland consolidated Case Nos.

1:25-cv-00469-BAH (detailed below) with case number 1:25-cv-00456-GLR as the lead case, which is stayed.

Plaintiff and defendants in this action filed a Joint Stipulation and Order Staying the Consolidated Action, which was granted on March 13, 2025.

This derivative action relates to the same allegations as those made in the Giraudon class action, detailed above.

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The plaintiffs are seeking an undetermined amount of damages, interest, reform, punitive damages, and attorneys’ fees and costs.

On February 19, 2025, the United States Court for the District of Maryland consolidated Case Nos.

1:25-cv-00469-BAH with case number 1:25-cv-00456-GLR as the lead case.

This derivative action also relates to the same allegations as those made in the Giraudon class action, detailed above.

On August 14, 2025 and August 21, 2025, two derivative action lawsuits were filed against the Company and certain of its officers and directors in the Circuit Court for Baltimore County, Maryland:

Joann Crepaz, derivatively on behalf of Innovative Industrial Properties, Inc.

Alan Gold, David Boyle, Mary Curran, Catherine Hastings, Gary Kreitzer, Ben Regin, Scott Shoemaker, David Smith, Paul Smithers, David Stecher, and Innovative Industrial Properties, Inc., Case Number C-03-CV-25-003997 , and Edward Ramos, derivatively on behalf of Innovative Industrial Properties, Inc.

Gold, David Boyle, Mary Curran, Catherine Hastings, Gary Kreitzer, Ben Regin, Scott Shoemaker, David Smith, Paul Smithers, David Stecher, and Innovative Industrial Properties, Inc., Case Number C-03-CV-25-004083 .

Each complaint asserts putative derivative claims for breach of fiduciary duty and unjust enrichment against certain directors and officers and seeks an undetermined amount of damages, reform, restitution, and attorneys’ fees and costs.

On September 18, 2025, the parties filed a joint motion to consolidate the actions, which the court granted on October 23, 2025, designating the Crepaz action as the lead case.

These derivative actions relate to the same allegations as those asserted in the Giraudon class action described above and were stayed pending resolution of the Giraudon motion to dismiss, by an order of the Circuit Court of Baltimore Count, Maryland that was issued on February 13, 2026.

On November 19, 2025, a derivative action lawsuit was filed against the Company and certain of its officers and directors.

The case was named James Loen, derivatively on behalf of Nominal Defendant Innovative Industrial Properties v.

Alan Gold, Paul Smithers, David Smith, Ben Regin, Gary Kreitzer, Scott Shoemaker, Catherine Hastings, David Stecher, and Mary Curran, Case Number 1:25-cv-03786, and was filed in the United States District Court of Maryland.

The lawsuit asserts putative derivative claims for breach of fiduciary duty and unjust enrichment against the directors and certain officers of the Company.

The plaintiff is seeking an undetermined amount of damages, reform, restitution, and attorneys’ fees and costs.

On January 23, 2026, the defendants filed a motion to dismiss plaintiff’s claims.

The deadline for plaintiff to file a response is March 9, 2026, and defendants have thirty days thereafter to file a reply.

On February 3, 2026, the defendants filed a motion to consolidate the Loen lawsuit with the Steffens and Albers consolidated action, 1:25-cv-00456.

On February 17, 2026, the parties filed a Joint Stipulation and Order Staying Action pursuant to which the parties agreed to stay the lawsuit until the resolution of the Giraudon class action.

The stay can be lifted before then by either party with 30 days’ notice.

The Company intends to vigorously defend each of these lawsuits.

However, at this time, the Company cannot predict the probable outcome of these actions, and, accordingly, no amounts have been accrued in the Company’s consolidated financial statements.

SEC Investigation

On February 13, 2026, the Company was notified that the SEC is conducting a formal investigation of the Company concerning matters generally similar to those alleged in the Giraudon case and related derivative lawsuits.

On the same date, the Company received a subpoena from the Denver Regional Office of the Division of Enforcement of the SEC requesting the production of documents and information related to the investigation.

The Company intends to cooperate fully with the SEC.

We may, from time to time, be a party to other legal proceedings, which arise in the ordinary course of our business.

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Regardless of final outcomes, however, any such proceedings, claims, inquiries, and investigations may nonetheless impose a significant burden on management and employees and may come with significant defense costs or unfavorable preliminary and interim rulings.

At this stage of the investigation, the Company believes that a loss is neither probable or estimable.

Deferred Compensation Plan.

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Segment Information

We operate in one reportable segment of acquiring, developing/redeveloping and leasing real estate to tenants on a long-term triple-net basis.

All of our revenues are generated in the United States and the CODM manages the business activities on a consolidated basis.

During the fourth quarter of 2025, in connection with our significant financial investments in the life science industry, we began managing the business through two reportable segments based on portfolio type.

This change reflects how our CODM evaluates performance and allocates resources.

The CODM is our President and Chief Executive Officer.

The CODM assesses performance for the segment and decides how to allocate resources based on net income, which is reported on the consolidated statements of income.

The CODM uses net income to evaluate return on investments and determine whether to reinvest profits or to pay dividends.

The evaluation is also used to establish management’s compensation.

The revenues, expenses (including stock-based compensation) and net income for the reportable segment are the same as those presented on the consolidated financial statements.

The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

Our reportable segments consist of the following as of December 31, 2025:

• Cannabis Portfolio Segment , which primarily includes the acquisition, development and redevelopment, and leasing of real estate properties to regulated cannabis operators on a long-term triple-net basis.

• Life Science Portfolio Segment , which includes the investments in the IQHQ Credit Facility, IQHQ Preferred Stock and IQHQ Warrant.

The CODM evaluates the performance of each reportable segment and allocates resources based on the net income of each segment.

Items that are not directly assignable to a reportable segment are reflected as Unallocated due to how our CODM utilizes segment information for planning and execution of our business strategy.

Total capital expenditures are reviewed by the CODM on a consolidated basis as presented in the accompanying consolidated statements of cash flows.

All of our operations are conducted within the United States.

The segment net income, including significant segment expenses that are regularly reviewed by the CODM, for the years ended December 31, 2025, 2024 and 2023, and the total segment assets as of December 31, 2025 and 2024, are presented in the tables below (in thousands):

Years ended December 31,

2025 2024 2023

Cannabis Portfolio Segment:

Rental revenues (including tenant reimbursements) $ 265,486 $ 306,936 $ 307,349

Other revenues 469 1,581 2,157

Total reportable segment revenue 265,955 308,517 309,506

Property expenses ( 30,177 ) ( 28,472 ) ( 24,893 )

Depreciation and amortization expense ( 74,068 ) ( 70,807 ) ( 67,194 )

Impairment loss on real estate ( 3,527 ) — —

Gain (loss) on sale of real estate ( 326 ) ( 3,449 ) —

Interest and other income 6,413 4,388 1,060

Cannabis Portfolio Segment net income 164,270 210,177 218,479

Life Science Portfolio Segment:

Interest and other income 5,047 — —

Life Science Portfolio Segment net income 5,047 — —

Total reportable segment net income 169,317 210,177 218,479

General and administrative expense ( 33,735 ) ( 37,444 ) ( 42,832 )

Interest and other income 2,860 6,600 7,386

Interest expense ( 20,195 ) ( 17,672 ) ( 17,467 )

Gain (loss) on exchange of Exchangeable Senior Notes — — 22

Net income 118,247 161,661 165,588

Preferred stock dividends ( 3,812 ) ( 1,804 ) ( 1,352 )

Net income attributable to common stockholders $ 114,435 $ 159,857 $ 164,236

Segment Total Assets:

December 31, 2025 December 31, 2024

Cannabis Portfolio Segment $ 2,165,359 $ 2,222,360

Life Science Portfolio Segment 152,665 —

Unallocated 52,834 155,687

Total $ 2,370,858 $ 2,378,047

Subsequent Events

Lease Amendments

In January 2025, we entered into lease amendments with PharmaCann with respect to nine of its leases for properties located in New York, Illinois, Pennsylvania, Ohio, and Colorado.

We also entered into lease amendments with PharmaCann with respect to two of its leases for cultivation properties in Michigan and Massachusetts.

We applied security deposits held by us pursuant to all of the PharmaCann leases for the payment in full of all defaulted rent for December 2024 and January 2025 and certain penalties.

If PharmaCann is not able to refinance its existing senior secured credit facility maturing

June 30, 2025, all modifications to our leases with PharmaCann described above will immediately be null and void and the leases will revert to the terms in effect as of January 1, 2025.

On January 17, 2025, a federal securities class action lawsuit was filed against us and certain of our officers.

On February 12, 2025 and February 13, 2025, derivative actions were filed against us and certain of our officers and directors.

See Note 11 “Commitments and Contingencies” for a description of these actions.

Issuance of Preferred Stock

In January 2026, we sold 1,794,323 shares of our Series A Preferred Stock pursuant to the ATM Program for net proceeds of $ 40.4 million.

Revolving Credit Facility

Subsequent to December 31, 2025, the Company drew $ 5.0 million under the Revolving Credit Facility and repaid $ 20.0 million of outstanding borrowings on the facility.

As of February 24, 2026, the outstanding balance was $ 12.5 million.

INNOVATIVE INDUSTRIAL PROPERTIES, INC.

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(In thousands)

Initial Costs

Initial Costs Total Costs

Property Property Type State Year

Built/Renovated Land Building and

Improvements Costs

Subsequent to

Property Type (1)

Built/Renovated

Acquisition Land Building and

Improvements (5)

Year Acquired

East Cherry Street

West Greenhouse Drive

64125 19th Avenue

McLane Street

Total Accumulated

Depreciation Net Cost

Basis Year Acquired

East Cherry Street Industrial Arizona 1971 / 2016 $ 723 $ 3,995 $ — $ 723 $ 3,995 $ 4,718 $ ( 370 ) $ 4,348 2022

West Greenhouse Drive Industrial Arizona 1995 / 2017 398 14,629 5,003 398 19,632 20,030 ( 5,553 ) 14,477 2017

Perez Road Industrial California 1981 / 2024 734 5,634 9,296 734 14,930 15,664 ( 1,283 ) 14,381 2022

64125 19th Avenue Industrial California 2019 / 2023 5,930 45,081 12,614 5,930 57,695 63,625 ( 6,150 ) 57,475 2021

McLane Street Industrial California 2005 / 2019 1,577 15,935 1,384 1,577 17,319 18,896 ( 2,284 ) 16,612 2020

Inland Center Drive (3)

Industrial (4)

63795 19th Avenue (5)

North Anza Road

Industrial (4)

North Anza Road & Del Sol Road

Industrial (6)

1804 Needles Highway (3)

West Broadway (3)

3253 Needles Highway (3)

3241 & 3247 Needles Highway (3)

Steele Street

1967 / 1978 / 2018

Washington Street

West Barberry Place

Hamilton Road

West Lake Drive

NW Highway 441

Ben Bostic Road

33rd Street & 36th Avenue

East Mazon Avenue

Revolution Road

East 4th Street

Industrial Drive

S US Highway 45 52

Centerpoint Way

Alaking Court

560 Western Maryland Parkway

108 Western Maryland Parkway

Hopping Brook Road

Massachusetts

Chestnut Hill Avenue

Massachusetts

Worcester Road

Massachusetts

Canal Street/7 North Bridge Street

Massachusetts

East Main Street

Massachusetts

Curran Highway

Massachusetts

1940 / 2020 / 2021

East Hazel Street

Industrial California 1969 / (1)

3,485 21,911 12,323 3,485 34,234 37,719 — 37,719 2020

Davis Highway

63795 19th Avenue Industrial California 2004 3,534 12,852 19,718 3,534 32,570 36,104 ( 2,676 ) 33,428 2019

North Anza Road & Del Sol Road Industrial (4)

California 1980 / 2017 840 4,959 170 840 5,129 5,969 ( 993 ) 4,976 2019

1804 Needles Highway Industrial California 1964 / 2019 174 715 1 174 716 890 ( 123 ) 767 2019

West Broadway Industrial California 1976 / 2019 289 1,185 2 289 1,187 1,476 ( 203 ) 1,273 2019

3253 Needles Highway Industrial California 2018 / 2019 949 3,900 8 949 3,908 4,857 ( 668 ) 4,189 2019

3241 & 3247 Needles Highway Industrial California 2020 / 2020 1,981 8,138 16 1,981 8,154 10,135 ( 1,394 ) 8,741 2019

Sacramento Industrial California 1990 / 2019 1,376 5,321 6,033 1,376 11,354 12,730 ( 2,415 ) 10,315 2019

Steele Street Industrial Colorado 1967 / 1978 / 2018 2,101 9,176 — 2,101 9,176 11,277 ( 2,120 ) 9,157 2018

Washington Street Industrial Colorado 1975 / 2017 4,309 4,988 — 4,309 4,988 9,297 ( 537 ) 8,760 2021

West Barberry Place Industrial Colorado 1971 / 2012 389 2,478 — 389 2,478 2,867 ( 256 ) 2,611 2021

Hamilton Road Industrial Florida 1982 / 2021 2,186 17,371 36,340 2,186 53,711 55,897 ( 6,738 ) 49,159 2020

West Lake Drive Industrial Florida 2014 / 2021 1,071 34,249 16,007 1,071 50,256 51,327 ( 9,231 ) 42,096 2020

NW Highway 441 Industrial Florida 1981 / 2021 752 23,064 17,782 752 40,846 41,598 ( 5,619 ) 35,979 2021

Ben Bostic Road Industrial Florida 2019 / 2020 274 16,729 — 274 16,729 17,003 ( 3,266 ) 13,737 2019

33rd Street & 36th Avenue Industrial Florida 1991 / 2025 2,080 12,876 23,665 2,080 36,541 38,621 ( 1,404 ) 37,217 2024

East Mazon Avenue Industrial Illinois 1992 / 2020 201 17,807 10,008 201 27,815 28,016 ( 6,187 ) 21,829 2019

Revolution Road Industrial Illinois 2015 / 2020 563 18,457 51,538 563 69,995 70,558 ( 14,908 ) 55,650 2018

East 4th Street Industrial Illinois 2015 / 2020 739 8,284 40,998 739 49,282 50,021 ( 9,382 ) 40,639 2020

Industrial Drive Industrial Illinois 1984 / 2020 350 10,191 29,446 350 39,637 39,987 ( 8,429 ) 31,558 2019

S US Highway 45 52 Industrial Illinois 2015 / 2019 268 11,840 13,279 268 25,119 25,387 ( 4,938 ) 20,449 2019

Centerpoint Way Industrial Illinois 2016 / 2019 2,947 17,761 254 2,947 18,015 20,962 ( 3,501 ) 17,461 2019

Adams Street Industrial Illinois 2024 6,518 — 65,250 6,518 65,250 71,768 ( 6,202 ) 65,566 2021

South Street Industrial Maryland 1980 / 2021 1,861 14,775 12,858 1,861 27,633 29,494 ( 4,056 ) 25,438 2021

Alaking Court Industrial Maryland 2017 / 2017 2,785 8,410 22,765 2,785 31,175 33,960 ( 8,300 ) 25,660 2017

Western Maryland Parkway Industrial Maryland 1996 / 2021 1,849 23,441 — 1,849 23,441 25,290 ( 2,173 ) 23,117 2022

Western Maryland Parkway Industrial Maryland 1976 / 2024 729 4,910 9 729 4,919 5,648 ( 170 ) 5,478 2024

4106 Harvard Place Industrial Maryland 2002 / 2017 613 7,244 — 613 7,244 7,857 ( 177 ) 7,680 2025

Hopping Brook Road Industrial Massachusetts 2020 / 2020 3,030 — 28,169 3,030 28,169 31,199 ( 4,650 ) 26,549 2018

Chestnut Hill Avenue Industrial Massachusetts 1938 / 2021 2,202 24,568 36,965 2,202 61,533 63,735 ( 10,199 ) 53,536 2020

Worcester Road Industrial Massachusetts 1973 / 2022 4,063 16,462 1,000 4,063 17,462 21,525 ( 1,404 ) 20,121 2022

Canal Street/7 North Bridge Street Industrial Massachusetts 1890 / 2021 694 2,831 40,035 694 42,866 43,560 ( 9,453 ) 34,107 2019

Palmer Road Industrial Massachusetts 1980 / 2018 1,059 11,717 6,977 1,059 18,694 19,753 ( 3,776 ) 15,977 2018

Curran Highway Industrial Massachusetts 1978 / 2021 2,082 1,026 23,695 2,082 24,721 26,803 ( 3,281 ) 23,522 2021

Hoover Road Industrial Michigan 1940 / 2020 / 2021 1,237 17,791 64,490 1,237 82,281 83,518 ( 12,532 ) 70,986 2019

East Hazel Street Industrial Michigan 1929 / 2021 409 4,360 19,297 409 23,657 24,066 ( 4,183 ) 19,883 2019

Oliver Drive Industrial Michigan 1930 / 1972 / 2021 1,385 3,631 26,755 1,385 30,386 31,771 ( 5,000 ) 26,771 2020

Davis Highway Industrial Michigan 1999 / 2024 1,907 13,647 56,755 1,907 70,402 72,309 ( 4,197 ) 68,112 2021

Harvest Park Industrial Michigan 2018 / 2021 1,933 3,559 12,337 1,933 15,896 17,829 ( 3,816 ) 14,013 2018

Executive Drive (2)

77th Street Northeast

Industrial Michigan 1960 / 2020 389 6,489 3,140 389 9,629 10,018 ( 2,091 ) 7,927 2019

77th Street Northeast Industrial Minnesota 2015 / 2017 / 2019 427 2,644 6,618 427 9,262 9,689 ( 2,248 ) 7,441 2017

Industrial Drive Industrial Missouri 2022 753 787 26,717 753 27,504 28,257 ( 3,081 ) 25,176 2021

East Cheyenne Avenue Industrial Nevada 1984 / 2020 1,088 2,768 5,771 1,088 8,539 9,627 ( 1,833 ) 7,794 2019

Munsonhurst Road Industrial New Jersey 1956 / 2022 4,987 30,421 19,662 4,987 50,083 55,070 ( 5,779 ) 49,291 2022

South Route 73 Industrial New Jersey 1995 / 2020 702 4,857 29,511 702 34,368 35,070 ( 7,553 ) 27,517 2020

North West Blvd Industrial New Jersey 1962 / 2020 222 10,046 1,580 222 11,626 11,848 ( 1,955 ) 9,893 2020

Hudson Crossing Drive Industrial New York 2016 / (1)

7,600 22,475 100,798 7,600 123,273 130,873 ( 14,877 ) 115,996 2016

Industrial Drive

East Cheyenne Avenue

Munsonhurst Road

South Route 73

North West Blvd

Hudson Crossing Drive

County Route 117

98th Ave South

Hunts Landing Road

County Route 117 Industrial New York 1970 / 2024 1,593 3,157 76,750 1,593 79,907 81,500 ( 8,834 ) 72,666 2017

98th Ave South Industrial North Dakota 2018 / 2020 191 9,743 2,272 191 12,015 12,206 ( 2,398 ) 9,808 2019

Hunts Landing Road Industrial Ohio 2019 / 2019 712 — 19,309 712 19,309 20,021 ( 3,125 ) 16,896 2019

Jason Street Industrial Ohio 1937 / 2020 239 2,688 29,250 239 31,938 32,177 ( 5,448 ) 26,729 2020

Springs Way Industrial Ohio 2018 / 2020 235 10,377 2,979 235 13,356 13,591 ( 2,355 ) 11,236 2020

East Tallmadge Ave.

1954 / 1986 / 2020

Boltonfield Street

Scott Technology Park

New Beaver Avenue

East Market Street

Industrial Street

Rosanna Avenue

Susquehanna Street

Decatur Street

Lathrop Industrial Drive SW

East Glendale Avenue

Dahlia Street

East Colfax Avenue

North 2nd Street

West Railroad Avenue

Wewatta Street

Southgate Place

South Peoria Court

Highway 6 & 24

North College Avenue

East Quincy Avenue

East Montview Boulevard

South Federal Blvd

Santa Fe Trail

Gregory Street

West 20th Avenue

Industrial Ohio 1954 / 1986 / 2020 22 1,014 2,501 22 3,515 3,537 ( 828 ) 2,709 2019

Boltonfield Street Industrial Ohio 2023 / 2025 1,253 18,876 26,541 1,253 45,417 46,670 ( 3,246 ) 43,424 2023

Scott Technology Park Industrial Pennsylvania 2020 / 2020 954 — 27,070 954 27,070 28,024 ( 3,798 ) 24,226 2019

New Beaver Avenue Industrial (4)

Pennsylvania 1976 / 2021 6,979 34,781 26,641 6,979 61,422 68,401 ( 8,528 ) 59,873 2021

East Market Street Industrial Pennsylvania 1927 / 2017 1,435 19,098 74,306 1,435 93,404 94,839 ( 17,498 ) 77,341 2019

Wayne Avenue Industrial Pennsylvania 1980 / 2024 1,228 13,080 47,359 1,228 60,439 61,667 ( 10,547 ) 51,120 2019

Horton Drive Industrial Pennsylvania 1988 / 2020 1,353 11,854 29,745 1,353 41,599 42,952 ( 7,316 ) 35,636 2019

Industrial Street Industrial Pennsylvania 1930 / 2020 941 7,941 16,777 941 24,718 25,659 ( 4,222 ) 21,437 2020

Rosanna Avenue Industrial Pennsylvania 1959 / 2020 3,540 5,603 36,671 3,540 42,274 45,814 ( 8,493 ) 37,321 2018

Susquehanna Street Industrial Pennsylvania 1968 / 2017 1,318 13,708 — 1,318 13,708 15,026 ( 1,076 ) 13,950 2023

FM 969 Industrial Texas 2022 — 11,157 10,055 — 21,212 21,212 ( 1,702 ) 19,510 2022

Lathrop Industrial Drive SW Industrial Washington 1997 / 2015 1,826 15,684 — 1,826 15,684 17,510 ( 2,493 ) 15,017 2020

East Glendale Avenue Retail Arizona 2019 / 2019 1,216 811 501 1,216 1,312 2,528 ( 337 ) 2,191 2019

Dahlia Street Retail Colorado 2019 / 2019 179 2,132 — 179 2,132 2,311 ( 313 ) 1,998 2020

East Colfax Avenue Retail Colorado 1998 / 2020 244 307 916 244 1,223 1,467 ( 160 ) 1,307 2021

North 2nd Street Retail Colorado 1973 / 2020 140 258 810 140 1,068 1,208 ( 131 ) 1,077 2021

Southgate Pl Retail Colorado 1998 / 2019 367 645 54 367 699 1,066 ( 115 ) 951 2020

Wewatta Street Retail Colorado 2015 / 2018 4,036 2,417 — 4,036 2,417 6,453 ( 255 ) 6,198 2021

Southgate Place Retail Colorado 2018 / 2018 942 3,314 — 942 3,314 4,256 ( 384 ) 3,872 2021

South Peoria Court Retail Colorado 1979 / 2016 938 2,770 — 938 2,770 3,708 ( 320 ) 3,388 2021

Highway 6 & 24 Retail Colorado 1960 / 2019 892 1,996 — 892 1,996 2,888 ( 229 ) 2,659 2021

North College Avenue Retail Colorado 1952 / 2017 527 2,952 — 527 2,952 3,479 ( 308 ) 3,171 2021

East Quincy Avenue Retail Colorado 2018 / 2018 659 2,493 — 659 2,493 3,152 ( 276 ) 2,876 2021

East Montview Boulevard Retail Colorado 1952 / 2019 256 1,490 — 256 1,490 1,746 ( 158 ) 1,588 2021

South Federal Blvd Retail Colorado 1980 / 2017 193 1,361 — 193 1,361 1,554 ( 141 ) 1,413 2021

Santa Fe Trail Retail Colorado 1948 / 2000 232 1,110 — 232 1,110 1,342 ( 126 ) 1,216 2021

Water Street Retail Colorado 1930 / 2013 319 945 — 319 945 1,264 ( 111 ) 1,153 2021

Gregory Street Retail Colorado 1875 / 2014 101 1,058 — 101 1,058 1,159 ( 107 ) 1,052 2021

West 20th Avenue Retail Colorado 1970 / 2014 289 666 — 289 666 955 ( 76 ) 879 2021

South Federal Blvd.

West 6th Street

Bent Avenue North

South Cedar Street

West Pierson Road

East Front Street

South Mason Drive

24th Street East

Highway 2 East

South 17th Street

Industrial/Retail

US 50 Business and Baxter Road

Industrial/Retail

South Fox Street

Industrial/Retail

Massachusetts

Mozzone Boulevard

Industrial/Retail

Massachusetts

Stephenson Highway

Industrial/Retail

Retail Colorado 1941 / 2018 461 319 — 461 319 780 ( 40 ) 740 2021

West 6th Street Retail Colorado 2019 / 2019 60 272 — 60 272 332 ( 36 ) 296 2021

Elm Avenue Retail Colorado 1962 / 2020 21 311 — 21 311 332 ( 44 ) 288 2021

Bent Avenue North Retail Colorado 2019 / 2019 49 284 — 49 284 333 ( 37 ) 296 2021

Coolidge Rd Retail Michigan 2019 / 2019 1,635 — 1,727 1,635 1,727 3,362 ( 339 ) 3,023 2019

South Cedar Street Retail Michigan 1957 / 2019 282 1,951 — 282 1,951 2,233 ( 401 ) 1,832 2019

West Pierson Road Retail Michigan 1975 / 2019 122 2,065 — 122 2,065 2,187 ( 418 ) 1,769 2019

Wilder Road Retail Michigan 1988 / 2019 49 1,696 — 49 1,696 1,745 ( 349 ) 1,396 2019

East Front Street Retail (4)

Michigan 1992 / 2019 449 827 — 449 827 1,276 ( 170 ) 1,106 2019

South Mason Drive Retail Michigan 1970 / 2019 25 973 — 25 973 998 ( 200 ) 798 2019

N Delsea Dr Retail New Jersey 1974 / 2020 244 1,928 — 244 1,928 2,172 ( 263 ) 1,909 2020

24th Street East Retail North Dakota 2019 / 2019 348 1,368 — 348 1,368 1,716 ( 166 ) 1,550 2021

Highway 2 East Retail North Dakota 1976 / 2019 120 1,225 — 120 1,225 1,345 ( 154 ) 1,191 2021

Main Street Retail Pennsylvania 1980 / 2019 57 840 — 57 840 897 ( 85 ) 812 2021

South 17th Street Retail Pennsylvania 2021 / 2021 553 2,000 — 553 2,000 2,553 ( 189 ) 2,364 2022

Grape Street Industrial/Retail Colorado 1982 / 2018 1,380 5,786 — 1,380 5,786 7,166 ( 610 ) 6,556 2021

US 50 Business and Baxter Road Industrial/Retail Colorado 1929 / 2019 119 1,652 — 119 1,652 1,771 ( 210 ) 1,561 2021

South Fox Street Industrial/Retail Colorado 1965 / 2014 297 829 — 297 829 1,126 ( 87 ) 1,039 2021

West Street Industrial/Retail Massachusetts 1880 / 2021 650 7,119 19,839 650 26,958 27,608 ( 4,226 ) 23,382 2020

East Main Street Industrial/Retail Massachusetts 1991 / 2019 2,316 13,194 — 2,316 13,194 15,510 ( 1,881 ) 13,629 2020

Mozzone Boulevard Industrial/Retail Massachusetts 1975 / 2019 1,626 38,406 — 1,626 38,406 40,032 ( 3,830 ) 36,202 2022

Stephenson Highway Industrial/Retail Michigan 2021 / 2021 6,211 — 22,304 6,211 22,304 28,515 ( 3,054 ) 25,461 2020

Hoover Road Industrial/Retail Michigan 1951 / 2021 700 9,557 6,988 700 16,545 17,245 ( 2,308 ) 14,937 2021

Leah Avenue (3)

Industrial/Retail

(1) “Industrial” reflects facilities utilized or expected to be utilized for regulated cannabis cultivation, processing and/or distribution activities, which can consist of industrial and/or greenhouse space.

Industrial/Retail Texas (1) 2,222 1,195 4,600 2,222 5,795 8,017 — 8,017 2021

Decatur Street Industrial/Retail Virginia 2019 / 2020 231 11,582 7,936 231 19,518 19,749 ( 4,897 ) 14,852 2020

Total $ 146,320 $ 899,250 $ 1,410,940 $ 146,320 $ 2,310,190 $ 2,456,510 $ ( 343,062 ) $ 2,113,448

________________________________________________________

(1) As of December 31, 2025, all or a portion of the property was under development or redevelopment.

(3) These four properties were sold in March 2023 but the transaction did not qualify for recognition as a completed sale under GAAP.

As such, the properties remain on the consolidated balance sheets.

(2) This property was sold in April 2025 but the transaction did not qualify for recognition as a completed sale under GAAP.

As such, the property remains on the consolidated balance sheets.

Refer to Note 6 “Investments in Real Estate” for more information.

(4) As of December 31, 2024, we are evaluating alternative non-cannabis uses for the properties, due in part to changes in the zoning of the properties that no longer allow for regulated cannabis cultivation and processing.

(3) As of December 31, 2025, these properties were vacant and excluded from our operating portfolio.

1 unchanged sentence

(5) Building and improvements balance includes Construction in progress.

As of December 31, 2024, the aggregate gross cost of the properties included above for federal income tax purposes was $ 2.5 billion, which excludes the four properties that were sold in March 2023 that did not qualify for recognition as a completed sale under GAAP but is recognized as a sale for tax purposes.

As of December 31, 2025, the aggregate gross cost of the properties included above for federal income tax purposes was $ 2.5 billion, which excludes one property that was sold in April 2025 that did not qualify for recognition as a completed sale under GAAP but is recognized as a sale for tax purposes.

A reconciliation of historical cost and related accumulated depreciation is as follows (in thousands):

Years Ended December 31,

2025 2024 2023

Investment in real estate, at cost:

2 unchanged sentences

Additions and improvements, net (1)

15,949 66,790 128,673

Sale of real estate investments ( 3,741 ) ( 13,999 ) —

Impairment loss ( 3,527 ) — —

Balance at end of year $ 2,456,510 $ 2,439,972 $ 2,368,515

4 unchanged sentences

Balance at end of year $ ( 343,062 ) $ ( 271,190 ) $ ( 202,692 )

________________________________________________________

(1) During the year ended December 31, 2024, a $ 3.2 million acquisition of real estate which previously did not satisfy the requirements for sale-leaseback accounting was reclassified to real estate held for investment as the requirements for sale-leaseback accounting were satisfied.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures