Item 5. Other Information
ITEM 5. OTHER INFORMATION
(c)
During the three months ended June 30, 2026, no director or Section 16 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.
ITEM 6. EXHIBITS
Exhibit
Number Description of Exhibit
3.1 Second Articles of Amendment and Restatement of Innovative Industrial Properties, Inc. (including Articles Supplementary classifying Innovative Industrial Properties, Inc.’s 9.0% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed by the Company on August 6, 2020).
3.2 Articles Supplementary to the Second Articles of Amendment and Restatement of Innovative Industrial Properties, Inc. (including Articles Supplementary classifying Innovative Industrial Properties, Inc.’s 9.0% Series A Cumulative Redeemable Preferred Stock) (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on May 24, 2024).
44
Table of Contents
3.3 Third Amended and Restated Bylaws of Innovative Industrial Properties, Inc. (incorporated by Reference to Exhibit 3.1 to the Form 8-K filed by the Company on December 8, 2022).
4.1 Indenture, dated as of June 15, 2026, among the Operating Partnership, as issuer, the Company, as guarantor, and the Trustee, as trustee, including the Form of Note representing the Operating Partnership’s 6.00% Exchangeable Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Company on June 15, 2026).
4.2 Form of 6.00% Exchangeable Senior Note (included as Exhibit A to Exhibit 4.1)
10.1 Promissory Note, dated as of April 24, 2026, by IIP-IL 2 LLC in favor of Generations Bank (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on April 29, 2026).
10.2 Promissory Note, dated as of May 5, 2026, by IIP-OH 2 LLC, IIP-NJ 1 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP NY-2 LLC, IIP-MI 7 LLC, IIP-VA 1 LLC and IIP-PA 5 LLC in favor of Thorofare Asset Based Lending Reit Fund V, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company on May 6, 2026).
10.3 Loan Agreement, dated as of May 5, 2026, by and between IIP-OH 2 LLC, IIP-NJ 1 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP NY-2 LLC, IIP-MI 7 LLC, IIP-VA 1 LLC and IIP-PA 5 LLC and Thorofare Asset Based Lending Reit Fund V, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on May 6, 2026).
10.4 Pledge and Security Agreement (Interests in Borrowers), dated as of May 5, 2026, by IIP Operating Partnership, LP and Thorofare Asset Based Lending Reit Fund V, LLC (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by the Company on May 6, 2026).
10.5 Guaranty (Unsecured), dated as of May 5, 2026, by Innovative Industrial Properties, Inc. and Thorofare Asset Based Lending Reit Fund V, LLC (incorporated by reference to Exhibit 10.4 to the Form 8-K filed by the Company on May 6, 2026).
10.6 Loan Agreement, dated as of May 18, 2026, by and between IIP-MA 7 LLC and Amalgamated Bank (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on May 19, 2026).
10.7 Loan Agreement, dated as of May 18, 2026, by and between IIP-PA 6 LLC and Amalgamated Bank (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company on May 19, 2026).
10.8 Form of Promissory Note, dated as of May 18, 2026, by each of IIP-MA 7 LLC and IIP-PA 6 LLC, respectively, in favor of Amalgamated Bank (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by the Company on May 19, 2026).
10.9 Mortgage (With Power of Sale), Assignment of Leases and Rents, Security Agreement and Fixture Filing executed and delivered by IIP-MA 7 LLC, in favor of Amalgamated Bank (incorporated by reference to Exhibit 10.4 to the Form 8-K filed by the Company on May 19, 2026).
10.10 Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of May 18, 2026, by IIP-PA 6 LLC in favor of Amalgamated Bank (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Company on May 19, 2026).
10.11 Form of Guaranty, dated as of May 18, 2026, by Innovative Industrial Properties, Inc. in favor of Amalgamated Bank (incorporated by reference to Exhibit 10.6 to the Form 8-K filed by the Company on May 19, 2026).
10.12 Loan Agreement, dated as of May 19, 2026, by and between IIP-MD 1 LLC and Amalgamated Bank (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on May 20, 2026).
10.13 Loan Agreement, dated as of May 19, 2026, by and between IIP-NJ 3 LLC and Amalgamated Bank (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company on May 20, 2026).
10.14 Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed and delivered by IIP-NJ 3 LLC, in favor of Amalgamated Bank (incorporated by reference to Exhibit 10.4 to the Form 8-K filed by the Company on May 20, 2026).
45
Table of Contents
10.15 Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of May 19, 2026, by IIP-MD 1 LLC in favor of Amalgamated Bank (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Company on May 20, 2026).
10.16 ATM Advance Agreement, dated as of May 22, 2026, by and between Innovative Industrial Properties, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on May 22, 2026).
10.17 Innovative Industrial Properties, Inc. 2026 Omnibus Incentive Plan (incorporated herein by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 22, 2026).
10.18* Form of Restricted Stock Awards Agreement
10.19* Form of Restricted Stock Unit Award Agreement
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
46
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
INNOVATIVE INDUSTRIAL PROPERTIES, INC.
By: /s/ Paul Smithers
Paul Smithers
President, Chief Executive Officer and Director
(Principal Executive Officer)
By: /s/ David Smith
David Smith
Chief Financial Officer and Treasurer
(Principal Financial Officer)
Dated August 4, 2026
47
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.