What changed in this filing

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Item 1. Financial Statements

2026-08-04 compared with 2026-05-05 · 314 added, 183 removed, 479 unchanged (51% of the section changed)

3 unchanged sentences

( In thousands , except share and per share amounts )

March 31, December 31,

June 30, December 31,

Assets 2026 2025

7 unchanged sentences

Life science investments 275,888 152,665

Construction loan receivable 22,800 22,800

Loans receivable 71,800 22,800

Cash and cash equivalents 204,734 47,597

Restricted cash 2,903 —

In-place lease intangible assets, net 5,515 6,366

3 unchanged sentences

Notes due 2026, net $ — $ 290,602

Exchangeable notes, net 391,163 —

Term loans, net 125,370 —

Revolving credit facilities 92,500 102,500

8 unchanged sentences

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

9.00 % Series A cumulative redeemable preferred stock, liquidation preference of $ 25.00 per share, 4,718,048 and 2,019,525 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

9.00 % Series A cumulative redeemable preferred stock, liquidation preference of $ 25.00 per share, 5,666,082 and 2,019,525 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

128,995 47,780

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

28,314,520 and 28,022,975 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

27,571,349 and 28,022,975 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 2,072,317 2,113,184

7 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

2026 2025 2026 2025

Rental (including tenant reimbursements) $ 62,890 $ 62,866 $ 131,810 $ 134,563

Other 425 25 501 50

Total revenues 63,315 62,891 132,311 134,613

4 unchanged sentences

Total expenses 33,714 33,993 70,223 71,751

Gain (loss) on sale of real estate 422 —

Gain (loss) on sale of real estate, net 11,847 — 12,269 —

Income from operations 41,448 28,898 74,357 62,862

14 unchanged sentences

( In thousands , except share amounts )

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Series A Preferred Stock Common Stock Additional

5 unchanged sentences

Net income — — — — — 43,852 43,852

Issuance of unvested restricted stock — — 44,529 — — — —

Issuance of preferred stock, net of issuance costs 948,034 20,914 — — — — 20,914

Issuance of common stock, net of issuance costs — — 680,842 1 34,749 — 34,750

Repurchase of common stock — — ( 1,468,542 ) ( 1 ) ( 88,968 ) — ( 88,969 )

Preferred stock dividends — — — — — ( 3,187 ) ( 3,187 )

Common stock dividends — — — — — ( 53,127 ) ( 53,127 )

Stock-based compensation — — — — 2,826 — 2,826

Balances at end of period 5,666,082 $ 128,995 27,571,349 $ 28 $ 2,072,317 $ ( 349,741 ) $ 1,851,599

Six Months Ended June 30, 2026

Series A Preferred Stock Common Stock Additional

Capital Dividends in

Earnings Total

Stockholders’

Shares Amount Shares Amount

Balances at beginning of period 2,019,525 $ 47,780 28,022,975 $ 28 $ 2,113,184 $ ( 312,988 ) $ 1,848,004

Net income — — — — — 76,661 76,661

Issuance of unvested restricted stock, net of forfeitures — — 139,786 — ( 962 ) — ( 962 )

1 unchanged sentence

Issuance of common stock, net of issuance costs — — 859,497 1 44,030 — 44,031

Repurchase of common stock — — ( 1,468,542 ) ( 1 ) ( 88,968 ) — ( 88,969 )

Preferred stock dividends — — — — — ( 5,841 ) ( 5,841 )

3 unchanged sentences

Balances at end of period 5,666,082 $ 128,995 27,571,349 $ 28 $ 2,072,317 $ ( 349,741 ) $ 1,851,599

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Series A Preferred Stock Common Stock Additional

10 unchanged sentences

Common stock dividends — — — — — ( 53,783 ) ( 53,783 )

Stock-based compensation — — — — 2,672 — 2,672

Balances at end of period 1,561,654 $ 36,843 28,017,520 $ 28 $ 2,107,963 $ ( 264,428 ) $ 1,880,406

Six Months Ended June 30, 2025

Series A Preferred Stock Common Stock Additional

Capital Dividends in

Earnings Total

Stockholders’

Shares Amount Shares Amount

Balances at beginning of period 1,002,673 $ 23,632 28,331,833 $ 28 $ 2,124,113 $ ( 211,713 ) $ 1,936,060

Net income — — — — — 57,101 57,101

Issuance of unvested restricted stock, net of forfeitures — — 57,225 — ( 792 ) — ( 792 )

Issuance of preferred stock, net of issuance costs 558,981 13,211 — — — — 13,211

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

Preferred stock dividends — — — — — ( 1,659 ) ( 1,659 )

Common stock dividends — — — — — ( 108,246 ) ( 108,246 )

Forfeiture of unvested restricted stock units — — — — — 89 89

5 unchanged sentences

( In thousands )

For the Three Months Ended

For the Six Months Ended

Cash flows from operating activities

3 unchanged sentences

Impairment loss on real estate — 3,527

Loss (gain) on sale of real estate ( 422 ) —

Loss (gain) on sale of real estate, net ( 12,269 ) —

Paid-in-kind dividends and interest income on life science investments ( 2,548 ) —

9 unchanged sentences

Investments in real estate — ( 7,857 )

Proceeds from sale of real estate asset 2,608 —

Investments in life science financial instruments ( 120,000 ) —

Proceeds from sale of real estate assets 45,192 1,750

Funding of draws for improvements and construction ( 3,591 ) ( 16,547 )

6 unchanged sentences

Issuance of preferred stock, net of issuance costs 81,215 13,211

Proceeds from issuance of exchangeable notes 402,500 —

Proceeds from term loans 148,660 —

Principal payments on debt and term loans ( 311,274 ) ( 8,697 )

Draws on revolving credit facilities 125,000 —

Repayments on revolving credit facilities ( 135,000 ) —

Principal payment on debt — ( 8,697 )

Payment of deferred financing costs ( 15,320 ) —

Dividends paid to common stockholders ( 108,223 ) ( 108,716 )

2 unchanged sentences

Net cash provided by (used in) financing activities 137,491 ( 126,358 )

Net increase (decrease) in cash and cash equivalents 41,520 ( 18,235 )

Net increase (decrease) in cash, cash equivalents and restricted cash 160,040 ( 46,579 )

Cash and cash equivalents, beginning of period 47,597 146,245

Cash and cash equivalents, end of period $ 89,117 $ 128,010

Cash, cash equivalents and restricted cash, end of period $ 207,637 $ 99,666

Supplemental disclosure of cash flow information:

6 unchanged sentences

Notes to the Consolidated Financial Statements

March 31, 2026

June 30, 2026

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”).

19 unchanged sentences

Reclassification .

Certain prior period amount has been reclassified to conform to current period presentation.

Certain prior period amounts have been reclassified to conform to the current period presentation.

The reclassification had no impact on previously reported net income attributable to common stockholders.

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 March 31, 2026, 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 there has not been a sufficient amount of capital raised to pay off the bonds as of the date of this filing, 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.

See Note 14 "Subsequent Events" for additional information regarding financing transactions that were closed after March 31, 2026.

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.

As of June 30, 2026, management believes the substantial doubt about the Company's ability to continue as a going concern has been resolved.

The going concern conditions that caused substantial doubt no longer exist as the Company repaid in full the $ 291.2 million principal amount of its Notes due 2026 upon their maturity in May 2026.

Significant Accounting Policies.

The consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026, contains a discussion of significant accounting policies.

There have been no material changes to our significant accounting policies during the three months ended March 31, 2026.

The consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026, contain a discussion of significant accounting policies.

There have been no material changes to our significant accounting policies other than as listed below.

Exchangeable Notes .

Our exchangeable notes are classified as convertible debt instruments recorded as liabilities in accordance with Accounting Standards Codification ("ASC") 470-20 and are initially recognized at their principal amount, net of issuance costs.

Issuance costs are amortized to interest expense over the term of the instrument using the effective interest method.

We evaluate each instrument to determine its classification as debt or equity and assess whether embedded features, such as conversion options, require bifurcation and separate accounting as derivatives under ASC 815-15.

Bifurcation is required if these features are not clearly and closely related to the host contract and do not meet the scope exception criteria under ASC 815-40.

Upon conversion, the carrying amount of the debt is reduced, and the settlement is accounted for based on the terms of the instrument, which may include issuance of common stock, cash payment, or a combination thereof.

Interest expense includes the contractual coupon rate and amortization of issuance costs.

Restricted Cash.

At June 30, 2026, restricted cash relates to interest and other reserves required by one of our term loans.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows (in thousands):

June 30, 2026 December 31, 2025

Cash and cash equivalents $ 204,734 $ 47,597

Restricted cash 2,903 —

Cash, cash equivalents and restricted cash $ 207,637 $ 47,597

Concentration of Credit Risk.

1 unchanged sentence

Tenant Concentration

As of March 31, 2026, we owned 110 properties located in 19 states and leased to 38 tenants.

The ability of any of our tenants to honor the terms of their leases is dependent upon the economic, regulatory, competition, natural and social factors affecting the community in which that tenant operates.

The following tables set forth the five tenants in our portfolio that represented the largest percentage of our total rental revenues for the three months ended March 31, 2026 and 2025, including tenant reimbursements:

As of June 30, 2026, we owned 108 properties located in 19 states and leased to 37 tenants.

The ability of any of our tenants to honor the terms of their leases is dependent upon the economic, regulatory, competitive, natural and social factors affecting the community in which that tenant operates.

The following tables set forth the five tenants in our portfolio that represented the largest percentage of our total rental revenues for the three and six months ended June 30, 2026 and 2025, including tenant reimbursements:

For the Three Months Ended

March 31, 2026

June 30, 2026

Percentage of

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Cresco Labs Inc.

For the Six Months Ended

June 30, 2026

Leases Percentage of

Ascend 4 13 %

Green Thumb 3 9 %

Curaleaf 8 9 %

Trulieve 6 8 %

Cresco Labs Inc.

For the Three Months Ended

March 31, 2025

June 30, 2025

Leases Percentage of

Ascend 4 13 %

Green Thumb 3 10 %

Curaleaf 8 9 %

Trulieve 6 8 %

The Cannabist Company 21 8 %

For the Six Months Ended

June 30, 2025

Percentage of

1 unchanged sentence

Leases Revenue

PharmaCann Inc.

("PharmaCann") 11 12 %

Ascend 4 12 %

2 unchanged sentences

Trulieve 6 8 %

The Cannabist Company 21 7 %

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 both March 31, 2026 and December 31, 2025, our largest property was located in New York and accounted for 5.5 % of our net real estate held for investment.

No other properties accounted for more than 5 % of our net real estate held for investment as of March 31, 2026 and December 31, 2025.

As of June 30, 2026 and December 31, 2025, our largest property was located in New York and accounted for 5.7 % and 5.5 % of our net real estate held for investment, respectively.

No other properties accounted for more than 5 % of our net real estate held for investment as of June 30, 2026 and December 31, 2025.

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 preferred stock and warrant.

Concentration of credit risk relating to notes and interest receivable and preferred stock investments are managed by the Company through portfolio monitoring and performing due diligence prior to origination or acquisition.

As of both March 31, 2026 and 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 (as defined in Note 7), respectively, representing a significant concentration of credit risk.

Financial instruments that potentially subject us to a concentration of credit risk are cash and cash equivalents, notes and interest receivable, and investments in preferred stock and warrants.

Concentration of credit risks relating to notes and interest receivable and preferred stock investments are managed by the Company through portfolio monitoring and performing due diligence prior to origination or acquisition.

As of June 30, 2026, the Company had invested $ 100.0 million into the IQHQ Credit Facility (as defined in Note 7) and $ 170.0 million into the IQHQ Preferred Stock and IQHQ Warrant (each as defined in Note 7), cumulatively.

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.

These investments represent a significant concentration of credit risk.

The Company monitors IQHQ’s (as defined in Note 7) credit quality and enforces collateral rights under the credit agreement.

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

As of March 31, 2026, we had cash accounts in excess of FDIC insured limits.

As of June 30, 2026, we had cash accounts in excess of FDIC insured limits.

We have not experienced any losses in such accounts.

As of March 31, 2026, the Company was authorized to issue up to 50,000,000 shares of common stock, par value $ 0.001 per share, and there were 28,314,520 shares of common stock issued and outstanding.

We have entered into 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.

As of June 30, 2026, the Company was authorized to issue up to 50,000,000 shares of common stock, par value $ 0.001 per share, and there were 27,571,349 shares of common stock issued and outstanding.

We have entered into equity distribution agreements with six 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 three months ended March 31, 2026, we sold 178,655 shares of common stock pursuant to the ATM Program for net proceeds of $ 9.3 million.

No shares of common stock were issued pursuant to the ATM Program during the three months ended March 31, 2025.

During the three and six months ended June 30, 2026, we sold 680,842 shares and 859,497 shares of common stock pursuant to the ATM Program for net proceeds of $ 34.7 million and $ 44.0 million, respectively.

No shares of common stock were issued pursuant to the ATM Program during the three and six months ended June 30, 2025.

In March 2025, our Board of Directors authorized a share repurchase program (the "Prior Share Repurchase Program") of up to $ 100.0 million of the Company’s common stock.

1 unchanged sentence

The New Share Repurchase Program replaces the Company's Prior Share Repurchase Program, which expired on March 17, 2026.

The New Share Repurchase Program expires on March 4, 2027, and may be extended, suspended, modified or

discontinued at any time at the Company’s discretion.

No shares of common stock were repurchased and retired during the three months ended March 31, 2026 under either of the share repurchase programs.

During three months ended March 31, 2025, we repurchased and retired 4,586 shares of common stock under the Prior Share Repurchase Program for $ 0.3 million.

The New Share Repurchase Program expires on March 4, 2027, and may be extended, suspended, modified or discontinued at any time at the Company’s discretion.

During three months ended June 30, 2026, we repurchased and retired 1,468,542 shares of common stock under the New Share Repurchase Program for $ 89.0 million.

During three and six months ended June 30, 2025, we repurchased and retired 366,952 and 371,538 shares of common stock under the Prior Share Repurchase Program for $ 19.8 million and $ 20.1 million, respectively.

Preferred Stock

As of March 31, 2026, the Company was authorized to issue up to 50,000,000 shares of preferred stock, par value $ 0.001 per share, and there were 4,718,048 shares issued and outstanding of Series A Preferred Stock.

As of June 30, 2026, the Company was authorized to issue up to 50,000,000 shares of preferred stock, par value $ 0.001 per share, and there were 5,666,082 shares issued and outstanding of 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.

Holders of the Series A Preferred Stock generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances.

During the three months ended March 31, 2026 and 2025, we sold 2,698,523 and 385,147 shares of our Series A Preferred Stock pursuant to the ATM Program for net proceeds of $ 60.3 million and $ 9.2 million, respectively.

The following table describes the dividends declared by the Company during the three months ended March 31, 2026:

During the three and six months ended June 30, 2026, we sold 948,034 and 3,646,557 shares of our Series A Preferred Stock pursuant to the ATM Program for net proceeds of $ 20.9 million and $ 81.2 million, respectively.

During the three and six months ended June 30, 2025, we sold 173,834 and 558,981 shares of our Series A Preferred Stock pursuant to the ATM Program for net proceeds of $ 4.0 million and $ 13.2 million, respectively.

The following table describes the dividends declared by the Company during the six months ended June 30, 2026:

Declaration Date Security Class Amount

4 unchanged sentences

March 13, 2026 Series A preferred stock $ 0.5625 March 31, 2026 April 15, 2026 $ 2,654

June 15, 2026 Common stock $ 1.90 June 30, 2026 July 15, 2026 $ 53,127

June 15, 2026 Series A preferred stock $ 0.5625 June 30, 2026 July 15, 2026 $ 3,187

Investments in Real Estate

Certain acquisitions of real estate did not satisfy the requirements for sale-leaseback accounting and therefore as of both March 31, 2026 and December 31, 2025, acquisitions of $ 16.8 million have been recognized as notes receivable and are included in other assets, net on our consolidated balance sheets.

No impairment losses were recognized during the three months ended March 31, 2026.

During the three months ended March 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.

Certain acquisitions of real estate did not satisfy the requirements for sale-leaseback accounting and therefore as of both June 30, 2026 and December 31, 2025, acquisitions of $ 16.8 million have been recognized as notes receivable and are included in other assets, net on our consolidated balance sheets.

No impairment losses were recognized during the three and six months ended June 30, 2026.

During the six months ended June 30, 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.

Acquired In-Place Lease Intangible Assets

In-place lease intangible assets and related accumulated amortization as of March 31, 2026 and December 31, 2025 is as follows (in thousands):

March 31, 2026 December 31, 2025

In-place lease intangible assets and related accumulated amortization as of June 30, 2026 and December 31, 2025 is as follows (in thousands):

June 30, 2026 December 31, 2025

In-place lease intangible assets $ 8,965 $ 9,757

1 unchanged sentence

In-place lease intangible assets, net $ 5,515 $ 6,366

Amortization of in-place lease intangible assets classified in depreciation and amortization expense in our consolidated statements of income was $ 0.2 million for both the three months ended March 31, 2026 and 2025, respectively.

weighted-average remaining amortization period of the acquired in-place leases was 7.5 years, and the estimated annual amortization of the value of the acquired in-place leases as of March 31, 2026 is as follows (in thousands):

2026 (nine months ending December 31) $ 633

Amortization of in-place lease intangible assets classified in depreciation and amortization expense in our consolidated statements of income was $ 0.6 million and $ 0.8 million for the three and six months ended June 30, 2026, respectively, and $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2025, respectively.

The weighted-average remaining amortization period of the acquired in-place leases was 7.4 years, and the estimated annual amortization of the value of the acquired in-place leases as of June 30, 2026 is as follows (in thousands):

2026 (six months ending December 31) $ 382

Thereafter 2,077

1 unchanged sentence

Above-Market Lease

The above-market lease and related accumulated amortization included in other assets, net on our consolidated balance sheets as of March 31, 2026 and December 31, 2025 is as follows (in thousands):

March 31, 2026 December 31, 2025

The above-market lease and related accumulated amortization included in other assets, net on our consolidated balance sheets as of June 30, 2026 and December 31, 2025 is as follows (in thousands):

June 30, 2026 December 31, 2025

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

2 unchanged sentences

The above-market lease is amortized on a straight-line basis as a reduction to rental revenues over the remaining lease term of 7.0 years.

For both the three months ended March 31, 2026 and 2025, the amortization of the above-market lease was $ 23,000 .

Amortization of the above-market lease was $ 23,000 for each of the three-month periods ended June 30, 2026 and 2025, and $ 46,000 for each of the six-month periods ended June 30, 2026 and 2025.

Lease Amendments, Terminations and New Leases

1 unchanged sentence

Accordingly, we continue to recognize the underlying assets within net real estate held for investment and all lease payments received, as well as any future lease payments, will be recognized as a deposit liability and will be included in other liabilities on our consolidated balance sheet until certain criteria are met.

As of March 31, 2026, we have received lease payments of $ 5.1 million that have been included in other liabilities on our consolidated balance sheet.

The underlying assets’ land and building and improvements had a gross carrying value of $ 4.1 million and $ 28.9 million, respectively, and accumulated depreciation of $ 4.6 million as of March 31, 2026.

During the three months ended March 31, 2026, the leases with Gold Flora, LLC for the properties located in Desert Hot Springs and Palm Springs, California were terminated in connection with the receivership and concurrent with the lease terminations, we executed new leases with a new tenant for both properties.

As of June 30, 2026, we have received lease payments of $ 5.7 million that have been included in other liabilities on our consolidated balance sheet.

The underlying assets’ land and building and improvements had a gross carrying value of $ 4.1 million and $ 28.9 million, respectively, and accumulated depreciation of $ 4.8 million as of June 30, 2026.

In January 2026, the leases with Gold Flora, LLC for the properties located in Desert Hot Springs and Palm Springs, California were terminated in connection with the receivership and concurrent with the lease terminations, we executed new leases with a new tenant for both properties.

In March 2026, we executed a new lease with a new tenant for one of our properties located in Illinois, which was previously leased to PharmaCann.

In April 2026, we executed a new lease with an existing tenant for one of our properties located in Ohio, which was previously leased to PharmaCann.

In April 2026, we terminated a lease related to one of our properties located in Pennsylvania and took back possession of the property.

Capitalized Costs

During the three months ended March 31, 2026, we capitalized costs of $ 0.9 million relating to improvements and construction activities at our properties.

During the six months ended June 30, 2026, we capitalized costs of $ 1.5 million relating to improvements and construction activities at our properties.

Property Dispositions

2 unchanged sentences

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.

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 sheet until such time the criteria for recognition as a sale have been met.

As of March 31, 2026, we have received a total of $ 1.8 million for a loan origination fee and interest.

In addition, as we have not met all of the held-for-sale criteria, land and building and improvements with a gross carrying value of $ 0.4 million and $ 9.6 million, respectively, and accumulated depreciation of $ 2.2 million as of March 31, 2026, remain on the consolidated balance sheet, and the buildings and improvements continue to be depreciated.

As of June 30, 2026, we have received a total of $ 2.1 million for a loan origination fee and interest.

In addition, as we have not met all of the held-for-sale criteria, land and building and improvements with a gross carrying value of $ 0.4 million and $ 9.6 million, respectively, and accumulated depreciation of $ 2.3 million as of June 30, 2026, remain on the consolidated balance sheet, and the buildings and improvements continue to be depreciated.

In February 2026, we sold a property in Arizona for net proceeds of $ 2.6 million and recognized a gain on sale of real estate of $ 0.5 million.

In May 2026, we sold a property in Texas for net proceeds of $ 3.1 million and recognized a loss on sale of real estate of $ 4.9 million.

In May 2026, we sold a property in New York for a contractual sales price of $ 88.5 million and recognized a gain on sale of real estate of $ 16.7 million.

At closing, the Company received $ 39.5 million in cash and provided a secured loan for $ 49.0 million to the buyer of the property (see Note 8 “Loans Receivable”).

Future Contractual Minimum Rent

Future contractual minimum rent (including base rent and property management fees) to be received on our leases as of March 31, 2026 for future periods is summarized as follows (in thousands):

Future contractual minimum rent (including base rent and property management fees) to be received on our leases as of June 30, 2026 for future periods is summarized as follows (in thousands):

Year Contractual Minimum Rent

2026 (nine months ending December 31) $ 221,637

2026 (six months ending December 31) $ 138,254

Thereafter 2,628,324

7 unchanged sentences

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.

On October 31, 2025, the Company purchased an additional 45,000 shares of IQHQ Preferred Stock for $ 45.0 million.

During the three months ended June 30, 2026, the Company purchased an additional 120,000 shares of IQHQ Preferred Stock for $ 120.0 million, fulfilling its $ 170.0 million purchase commitment.

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.

4 unchanged sentences

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.

In connection with the purchase of the IQHQ Preferred Stock, 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 5 % of the fully diluted outstanding common equity of IQHQ (after giving effect to all previously issued warrants) at the time of exercise.

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.

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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):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Investment in IQHQ Preferred Stock $ 159,730 $ 47,430

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Total $ 275,888 $ 152,665

As of March 31, 2026 and 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 and there were no allowance for credit losses with respect to our investment in the IQHQ Credit Facility.

As of June 30, 2026 and 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 and there were no allowance for credit losses with respect to our investment in the IQHQ Credit Facility.

Loans Receivable

Seller Financed Note

In May 2026, we sold a property in New York for a contractual sales price of $ 88.5 million.

At closing, the Company received $ 39.5 million in cash and provided a secured loan for $ 49.0 million to the buyer of the property (the "Seller Financed Note").

The Seller Financed Note requires monthly interest-only payments and matures on May 25, 2027, subject to two one-year extensions with payment of an extension fee of 1 % of the then outstanding principal balance.

The Seller Financed Note is recorded at the amount of the loan outstanding and no allowance for credit losses has been recorded as of June 30, 2026.

Interest income on the Seller Financed Note is recognized on an accrual basis and is included in interest and other income in our consolidated statements of income.

Construction Loan

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.

As of both June 30, 2026 and December 31, 2025, we had funded $ 22.8 million of the Construction Loan.

The Construction Loan is recorded at the amount funded and no allowance for credit losses has been recorded as of June 30, 2026.

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.

Notes due 2026

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”).

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 future senior unsecured indebtedness.

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 requires semiannual interest payments 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.

The effective interest rate including amortization of issuance costs is 6.03 %.

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

The effective interest rate including amortization of issuance costs was 6.03 %.

The following table details our interest expense related to the Notes due 2026 (in thousands):

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

Cash coupon $ 2,383 $ 4,004 $ 6,387 $ 8,085

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Total interest expense $ 2,570 $ 4,327 $ 6,903 $ 8,716

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 remained unchanged.

In April 2026, we made early partial repayments at a discount totaling $ 9.1 million on the Notes due 2026, reducing the principal balance by $ 9.1 million from $ 291.2 million to $ 282.1 million.

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

The Notes due 2026 matured on May 25, 2026 and were repaid in full.

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

March 31, 2026 December 31, 2025

December 31, 2025

Principal amount $ 291,215

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Carrying value $ 290,602

As of March 31, 2026, the Operating Partnership may redeem some or all of the Notes due 2026 at its option at any time at 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 March 31, 2026.

Accrued interest payable for the Notes due 2026 as of March 31, 2026 and December 31, 2025 was $ 6.0 million and $ 2.0 million, respectively, and is included in accounts payable and accrued expenses on our consolidated balance sheets.

Exchangeable Notes

On June 15, 2026, our Operating Partnership issued $ 402.5 million of 6.00 % exchangeable senior notes due 2029 (the “Exchangeable Notes”) in a private offering, including the exercise in full of the initial purchasers' option to purchase additional notes.

The Exchangeable Notes are senior unsecured obligations of our Operating Partnership, are fully and unconditionally guaranteed by us and are 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 initial exchange rate for the Exchangeable Notes is 14.4113 shares of our common stock per $1,000 principal amount of Exchangeable Notes and the initial exchange price is $ 69.39 per share of our common stock.

The initial exchange rate and initial exchange price are subject to adjustment in certain circumstances.

The Exchangeable Notes bear interest at a rate of 6.00 % per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning December 15, 2026 until maturity on June 15, 2029.

Our Operating Partnership does not have the right to redeem the Exchangeable Notes prior to maturity, but may be required to repurchase the Exchangeable Notes from holders under certain circumstances.

The Company incurred approximately $ 11.5 million of issuance costs in connection with the issuance of the Exchangeable Notes.

The amortization of the debt issuance costs is recognized as a non-cash component of interest expense over the term of the Exchangeable Notes.

The effective interest rate, including the amortization of debt issuance costs, was 7.29 %.

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

For the Three and Six Months Ended June 30, 2026

Cash coupon $ 1,006

Amortization of issuance cost 144

Total interest expense $ 1,150

The following table details the carrying value of our Exchangeable Notes as of June 30, 2026 (in thousands):

June 30, 2026

Principal amount $ 402,500

Unamortized issuance cost ( 11,337 )

Carrying value $ 391,163

During the six months ended June 30, 2026, the Company entered into several new term loan facilities with various lenders.

These term loans are secured by, among other things, certain mortgages and security interests in the real and personal properties, certain assignments of leases and rents, and certain deposit accounts maintained with the lenders.

The following table summarizes the key terms related to the new term loans and presents the outstanding principal balance and the carrying value of the term loans as of June 30, 2026 (dollar amounts in thousands):

Term Loan Closing Date Original Principal Principal Outstanding Net Carrying Value Interest Rate Effective Interest Rate Maturity Date Payment type

Term Loan #1 Apr-26 $ 20,000 $ 19,941 $ 19,527 9.00 % 10.18 % Apr-29 Principal and interest

Term Loan #2 (1)

May-26 56,500 56,500 54,951 SOFR + 5 %

9.84 % May-29 Interest only

Term Loan #3 May-26 44,860 44,860 43,884 6.67 % 7.57 % Jun-31 Principal and interest

Term Loan #4 (2)

May-26 20,000 — — 10.00 % — % Oct-26 Principal and interest

Term Loan #5 Jun-26 7,300 7,300 7,008 7.50 % 8.51 % Jul-31 Principal and interest

Total $ 148,660 $ 128,601 $ 125,370

(1) The loan has two , one-year extension options that may extend the maturity through May 2031.

SOFR is subject to a floor of 3.75 %.

The loan also requires the Company to maintain a minimum net worth of $ 120.0 million and liquid assets with a market value of at least $ 12.0 million.

As of June 30, 2026, the Company was in compliance with these covenants.

(2) In June 2026, we fully repaid the loan prior to maturity and wrote off $ 0.5 million of related unamortized issuance cost as non-cash interest expense.

The following table details our interest expense related to the Term Loans (in thousands):

For the Three and Six Months Ended June 30, 2026

Cash coupon $ 1,656

Amortization of issuance cost 684

Capitalized interest ( 31 )

Total interest expense $ 2,309

Revolving Credit Facility

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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 March 31, 2026, the interest rate was 9.0 %.

At June 30, 2026, 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.

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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 was increased from $ 50.0 million to $ 87.5 million.

There were no amounts outstanding under the Revolving Credit Facility as of March 31, 2026.

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.

There were no amounts outstanding under the Revolving Credit Facility as of June 30, 2026.

As of December 31, 2025, there were $ 27.5 million of borrowings outstanding under the Revolving Credit Facility.

In connection with the Revolving Credit Facility, we recorded $ 1.2 million of deferred financing 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 both the three months ended March 31, 2026 and 2025, we recognized $ 0.1 million, respectively, of non-cash interest expense related to the Revolving Credit Facility.

In each of the three months ended June 30, 2026 and 2025, we recognized $ 0.1 million, respectively, of non-cash interest expense related to the Revolving Credit Facility.

IIP Life Science Credit Facility

On October 2025, our Operating Partnership and IIP Life Science Investments LLC ("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”).

In October 2025, our Operating Partnership and IIP Life Science Investments LLC ("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.

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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 will 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 %.

As of both March 31, 2026 and December 31, 2025, there were $ 75.0 million of borrowings outstanding under the IIP Life Science 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 %.

As of June 30, 2026 and December 31, 2025, there were $ 92.5 million and $ 75.0 million, respectively, of borrowings 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 March 31, 2026.

Management believes that the Company was in compliance with those covenants as of June 30, 2026.

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 IIP Life Science Credit Facility.

For the three months ended March 31, 2026, we recognized $ 79,000 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 March 31, 2026 (in thousands):

For the six months ended June 30, 2026, we recognized $ 79,000 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 June 30, 2026 (in thousands):

by Year Amount

2026 (nine months ending December 31) $ 291,215

2026 (six months ending December 31) $ 623

Thereafter 47,955

Total $ 623,601

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Earnings per basic share represents the summation of the distributed and undistributed earnings per share class divided by the total number of shares.

Through March 31, 2026, all of the Company’s participating securities received dividends or dividend equivalents at an equal dividend rate per share or unit.

As a result, distributions to participating securities for the three months ended March 31, 2026 and 2025 have been included in net income attributable to common stockholders to calculate net income per basic and diluted share.

Through June 30, 2026, all of the Company’s participating securities received dividends or dividend equivalents at an equal dividend rate per share or unit.

As a result, distributions to participating securities for the three and six months ended June 30, 2026 and 2025 have been included in net income attributable to common stockholders to calculate net income per basic and diluted share.

The 1,019,877 and 512,756 shares necessary to settle the Exchangeable Notes under the if-converted method were dilutive for the three and six months ended June 30, 2026, respectively, and were included in the computation of diluted earnings per share.

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

For the Three Months Ended

For the Three Months Ended For the Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Net income $ 43,852 $ 26,024 $ 76,661 $ 57,101

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Distribution to participating securities ( 1,150 ) ( 758 ) ( 2,133 ) ( 1,505 )

Net income attributable to common stockholders used to compute net income per share (basic and diluted) $ 29,172 $ 29,549

Net income attributable to common stockholders used to compute net income per share (basic) 39,515 24,388 68,687 53,937

Cash and non-cash interest on Exchangeable Notes 1,150 — 1,150 —

Net income attributable to common stockholders used to compute net income per share (diluted) $ 40,665 $ 24,388 $ 69,837 $ 53,937

Weighted-average common shares outstanding:

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Restricted stock and RSUs 529,228 393,601 502,400 353,261

Dilutive effect of Exchangeable Notes 1,019,877 — 512,756 —

Diluted 29,992,248 28,317,693 29,233,929 — 28,452,111

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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 March 31, 2026 and December 31, 2025 (in thousands):

At March 31, 2026 At December 31, 2025

The following table presents the carrying value and approximate fair value of financial instruments at June 30, 2026 and December 31, 2025 (in thousands):

At June 30, 2026 At December 31, 2025

Carrying Value Fair Value Carrying Value Fair Value

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$ 98,284 $ 98,284 $ 96,908 $ 96,908

Seller Financed Note (2)

$ 49,000 $ 49,000 $ — $ —

Construction Loan (3)

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$ — $ — $ 290,602 $ 288,644

Exchangeable Notes (7)

$ 391,163 $ 428,373 $ — $ —

Term Loans (8)

$ 125,370 $ 125,370 $ — $ —

Revolving Credit Facility (9)

$ — $ — $ 27,500 $ 27,500

Life science credit facility (7)

IIP Life Science Credit Facility (10)

$ 92,500 $ 92,500 $ 75,000 $ 75,000

(1) Excludes $ 56.4 million and $ 55.8 million as of March 31, 2026 and December 31, 2025, respectively, 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 March 31, 2026 and December 31, 2025, the expected market yield used to determine fair values were 16.5 % and 16.8 %, respectively.

Changes in market yields may change the fair value of the investment into 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.

(1) Excludes $ 177.6 million and $ 55.8 million as of June 30, 2026 and December 31, 2025, respectively, 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 remaining balance relates to our investment in the IQHQ Credit Facility.

The fair value was determined based on Level 3 inputs and was valued using a yield analysis, which is typically performed for non-credit impaired loans.

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 each of March 31, 2026 and December 31, 2025, 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.

Generally, an increase in market yields may result in a decrease in the fair value of the construction loan.

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 construction loan may fluctuate from period to period.

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.

At June 30, 2026 and December 31, 2025, the expected market yield used to determine fair values were 16.6 % and 16.8 % , respectively.

(2) The fair value of the Seller-Financed note was determined based on Level 3 inputs and was also valued using a yield analysis.

At June 30, 2026, the expected market yield used to determine fair value was 18.1 %.

(3) The fair value of the Construction Loan receivable was determined based on Level 3 inputs and was also valued using a yield analysis.

At each of June 30, 2026 and December 31, 2025, the expected market yield used to determine fair value was 16.25 %.

(4) Investments as cash equivalents include 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.

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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 6 “Investment in Real Estate” to our consolidated financial statements for more information).

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

At March 31, 2026 and December 31, 2025, the weighted average expected market yields used to determine fair values were 29.1 % and 26.5 %, respectively.

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

(6) 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.

(7) 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, accounts payable, accrued expenses and other liabilities approximate their fair values.

Common Stock Incentive Plan

Our board of directors adopted our 2016 Omnibus Incentive Plan (the “2016 Plan”) to enable us to motivate, attract and retain the services of directors, employees and consultants considered essential to our long-term success.

The 2016 Plan offers our directors, employees and consultants an opportunity to own our stock or rights that will reflect our growth, development and financial success.

(5) Notes receivable relate to certain acquisitions of real estate which did not satisfy the requirements for sale-leaseback accounting (see Note 6 “Investments in Real Estate” to our consolidated financial statements for more information).

The fair values of the notes receivable were determined based on Level 3 inputs and were also valued using yield analysis.

At June 30, 2026 and December 31, 2025, the weighted average expected market yields used to determine fair values were 33.0 % and 26.5 %, respectively.

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

The Notes due 2026 matured in May 2026.

(7) The fair value was determined based on Level 2 inputs as the Exchangeable Notes were not traded in an active market.

(8) The fair values of the term loans were determined based on Level 3 inputs and were valued using a discounted cash flow analysis.

As of June 30, 2026, the weighted average discount rate used to estimate the fair value of the term loans was 9.7 %.

(9) The fair value of the Revolving Credit Facility was determined based on Level 2 inputs 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.

(10) The fair value of the IIP Life Science Credit Facility was determined based on Level 2 inputs and was also 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.

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

Common Stock Incentive Plans

Our Board of Directors adopted the 2016 Omnibus Incentive Plan (the “2016 Plan”) to enable us to motivate, attract and retain the services of directors, employees and consultants considered essential to our long-term success.

The 2016 Plan was terminated in June 2026 and was replaced with the 2026 Omnibus Incentive Plan (the "2026 Plan") upon stockholders' approval.

Under the terms of the 2026 Plan, the aggregate number of shares of our common stock subject to options, restricted stock, stock appreciation rights, restricted stock units and other awards, will be no more than 1,250,000 shares.

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 will automatically terminate in December 2026.

A summary of the restricted stock activity under the 2016 Plan and related information for the three months ended March 31, 2026 is included in the table below:

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 2026 Plan’s reserve for future issuance.

The 2026 Plan will automatically terminate in June 2036.

A summary of the restricted stock activity under both the 2016 Plan and 2026 Plan (together the "Incentive Plans") and related information for the six months ended June 30, 2026 is included in the table below:

Stock Weighted-

Grant Date Fair

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

Balance at December 31, 2025 109,591 $ 80.61

Granted 113,937 $ 49.85

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Balance at March 31, 2026 176,493 $ 58.72

Granted 44,529 $ 59.77

Vested ( 6,291 ) $ 57.23

Balance at June 30, 2026 214,731 $ 58.99

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

The remaining unrecognized compensation cost of $ 8.9 million for restricted stock awards is expected to be recognized over a weighted-average amortization period of 2.2 years as of March 31, 2026.

The fair value of restricted stock that vested during the three months ended March 31, 2026 was $ 2.3 million.

The following table summarizes our RSU activity for the three months ended March 31, 2026.

The remaining unrecognized compensation cost of $ 10.2 million for restricted stock awards is expected to be recognized over a weighted-average amortization period of 2.2 years as of June 30, 2026.

The fair value of restricted stock that vested during the six months ended June 30, 2026 was $ 2.7 million.

The following table summarizes our RSU activity for the six months ended June 30, 2026.

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.

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

Stock Units Weighted-Average

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Balance at March 31, 2026 341,030 $ 92.01

Granted 49,404 $ 59.68

Balance at June 30, 2026 390,434 $ 87.92

(1) Shares that were forfeited to cover employee's tax withholding obligation upon distribution from the Deferred Compensation Plan.

The remaining unrecognized compensation cost of $ 8.5 million for RSU awards is expected to be recognized over an amortization period of 2.1 years as of March 31, 2026.

The remaining unrecognized compensation cost of $ 10.0 million for RSU awards is expected to be recognized over an amortization period of 2.0 years as of June 30, 2026.

Commitments and Contingencies

Improvement Allowances.

As of March 31, 2026, we had $ 4.4 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.

Life Science Investments.

As of March 31, 2026, 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.

As of June 30, 2026, we had $ 6.3 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.

Environmental Matters.

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

On May 27, 2026, the district court granted defendants’ motion to dismiss the operative complaint without prejudice.

On June 26, 2026, plaintiff filed its Second Amended Class Action Complaint.

Defendants have until August 10, 2026, to move to dismiss the Second Amended Class Action Complaint.

Plaintiff will have until September 24, 2026, to respond in opposition, and defendants will have until October 23, 2026, to reply in further 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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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 February 13, 2026, the parties filed a Joint Motion for Voluntary Dismissal Without Prejudice.

On February 13, 2026, the parties filed a Joint Motion for Voluntary Dismissal Without Prejudice, which was granted on February 18, 2026.

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.

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.

5 unchanged sentences

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.

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.

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.

7 unchanged sentences

On April 23, 2026, the defendants filed a motion to dismiss this derivative action.

Plaintiff filed his opposition to the motion to dismiss on June 22, 2026, and defendants filed their reply in further support of the motion on July 22, 2026.

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

15 unchanged sentences

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.

This derivative action also relates to the same allegations as those made in the Giraudon class action, detailed above, and was stayed pending resolution of the Giraudon motion to dismiss, by a March 13, 2025, Court order.

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:

4 unchanged sentences

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.

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 County, Maryland that was issued on February 10, 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.

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 for the District 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.

1 unchanged sentence

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

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 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 Court granted the motion on February 20, 2026.

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

8 unchanged sentences

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.

At this stage of the investigation, the Company believes that a loss is neither probable nor estimable.

Segment Information

Our reportable segments consist of the following as of March 31, 2026:

Our reportable segments consist of the following as of June 30, 2026:

• 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 is our President and Chief Executive Officer.

The chief operating decision maker ("CODM") is our President and Chief Executive Officer.

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

2 unchanged sentences

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 three months ended March 31, 2026 and 2025, and the total segment assets as of March 31, 2026 and December 31, 2025, are presented in the tables below (in thousands):

For the Three Months Ended

The segment net income, including significant segment expenses that are regularly reviewed by the CODM, for the three and six months ended June 30, 2026 and 2025, and the total segment assets as of June 30, 2026 and December 31, 2025, are presented in the tables below (in thousands):

For the Three Months Ended For the Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Cannabis Portfolio Segment:

5 unchanged sentences

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

Gain (loss) on sale of real estate 422 —

Gain (loss) on sale of real estate, net 11,847 — 12,269 —

Interest and other income 1,429 770 1,871 1,370

11 unchanged sentences

Segment Total Assets:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Cannabis Portfolio Segment $ 2,094,298 $ 2,165,359

3 unchanged sentences

Subsequent Events

Issuance of Common Stock

In April 2026, we sold 514,950 shares of common stock pursuant to the ATM Program for net proceeds of $ 25.6 million.

Issuance of Preferred Stock

In April 2026, we sold 506,628 shares of our Series A Preferred Stock pursuant to the ATM Program for net proceeds of $ 10.6 million.

Issuance of Debt

In April 2026, the Company closed a $ 20.0 million, three-year secured term loan which bears interest at a fixed rate of 9.0 %.

Purchase of IQHQ Preferred Stock

In April 2026, the Company purchased an additional 25,000 shares of IQHQ Preferred Stock for $ 25.0 million.

Repayment of Notes due 2026

In April 2026, the Company made early partial repayments on the Notes due 2026, reducing the principal balance by $ 9.1 million.

In April 2026, the Company executed a new lease with Curaleaf for our property located in Buckeye Lake, Ohio, which was previously leased to PharmaCann.

As disclosed in our 8-K filed on July 21, 2026, in July 2026, affiliates of SH Parent, Inc.

("Parallel") defaulted on leases for two of our properties in Florida and notified us that it has ceased operations at those properties.

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-Q

Item 1. Financial Statements