Innovative Industrial Properties Inc-A 2025年度报告

(Mark One) ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From _______to ________Commission File Number:001-37949 Innovative Industrial Properties, Inc.(Exact name of registrant as specified in its charter) Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or forsuch shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesNoIndicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YesNo Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the ExchangeAct. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect thecorrection of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theRegistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo☑ The aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $1.5 billion, based upon the last reported sale price of $55.22 pershare on the New York Stock Exchange on June 30, 2025, the last business day of the Registrant’s most recently completed second quarter. As of February24, 2026, there were 28,135,865 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of Innovative Industrial Properties, Inc.’s Proxy Statement with respect to its 2026 Annual Meeting of Stockholders to be filed not later than 120 days after theend of the Registrant’s fiscal year are incorporated by reference into Part III hereof. INNOVATIVE INDUSTRIAL PROPERTIES, INC. FORM 10-K – ANNUAL REPORTDECEMBER 31, 2025TABLE OF CONTENTS PART I Item 1.Business5Item 1A.Risk Factors24Item 1B.Unresolved Staff Comments61Item 1C.Cybersecurity61Item 2.Properties62Item 3.Legal Proceedings63Item 4.Mine Safety Disclosures63 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities64Item 6.[Reserved]65Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations66Item 7A.Quantitative and Qualitative Disclosures About Market Risk83Item 8.Financial Statements and Supplementary Data84Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure84Item 9A.Controls and Procedures84Item 9B.Other Information86Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections86 Item 10.Directors, Executive Officers and Corporate Governance86Item 11.Executive Compensation87Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters87Item 13.Certain Relationships and Related Transactions, and Director Independence87Item 14.Principal Accountant Fees and Services87 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS We make statements in this report that are “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section