8-K

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant toSection 13 or 15(d)

of the SecuritiesExchange Act of 1934

Date ofReport (Date of earliest event reported): March 17, 2025

Innovative IndustrialProperties, Inc.

(Exact nameof registrant as specified in its charter)

1389 CenterDrive, Suite 200

Park City, UT84098

(Address ofprincipal executive offices, including zip code)

Registrant’s

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

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

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

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

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

Item 8.01Other Events.

On March 17, 2025, the Company announced that its Board of Directors authorized a share repurchase program of up to $100 million of the Company’s common stock. Repurchases will be made through open market purchases, block trades and/or privately negotiated transactions in compliance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, subject to market conditions, applicable legal requirements, and other relevant factors. The Company may also adopt a Rule 10b5-1 share repurchase plan, which would allow the Company to repurchase shares through pre-determined criteria at times when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods.

The timing, volume and nature of the repurchases will be at the discretion of management based on its evaluation of the capital needs of the Company, market conditions, applicable legal requirements and other factors. There is no guarantee as to the number of shares that will be repurchased, if any. Repurchases under the share repurchase program are expected to be funded from existing cash balances and proceeds from the sale of the Company’s Series A preferred stock under its at-the-market offering program. The repurchase program expires on March 17, 2026, and may be extended, suspended, modified or discontinued at any time at the Company’s discretion.

Item 9.01Financial Statements and Exhibits.

(d)       Exhibits

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.