Innovative Industrial Properties Inc 8-K, filed Nov 6, 2026
Innovative Industrial Properties Inc (IIPR)
About this 8-K
Innovative Industrial Properties Inc filed this 8-K on November 6, 2026, reporting on events of November 2, 2026.
On November 2, 2026, Innovative Industrial Properties, Inc. classified and designated an additional 16,100,000 shares of its 9.25% Series B Cumulative Redeemable Preferred Stock, increasing authorized Series B shares to 18,400,000. AI summary
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modifications to Rights of Security Holders.
On November 2, 2026, Innovative Industrial Properties, Inc., a Maryland corporation (the “Company”) filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) the Articles Supplementary (the “Articles Supplementary”) to the Second Articles of Amendment and Restatement of the Company classifying and designating an additional 16,100,000 shares of the Company’s 9.25% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), and as a result, there is currently an aggregate of 18,400,000 shares of Series B Preferred Stock authorized and classified. The preceding description of the Articles Supplementary contained in this Item 3.03 does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles Supplementary, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 3.03.
A summary of the material terms of the Series B Preferred Stock is contained in the registration statement on Form 8-A, filed with the SEC on October 14, 2026.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information about the Articles Supplementary set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description of Exhibit | |
| 3.1 | Articles Supplementary to the Second Articles of Amendment and Restatement of Innovative Industrial Properties, Inc., designating additional shares of the Company’s 9.25% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Date: November 6, 2026 | INNOVATIVE INDUSTRIAL PROPERTIES, INC. | |
| By: | /s/ David Smith | |
| Name: | David Smith | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
INNOVATIVE INDUSTRIAL PROPERTIES, INC.
ARTICLES SUPPLEMENTARY
9.25% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK
Innovative Industrial Properties, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST: By Articles Supplementary filed with the SDAT on October 13, 2026 (the “Prior Articles Supplementary”), the Company classified and designated 2,300,000 shares (the “Prior Shares”) of its authorized but unissued preferred stock, par value $0.001 per share (“Preferred Stock”), as a separate series of Preferred Stock designated as the “9.25% Series B Cumulative Redeemable Preferred Stock” of the Company (the “Series B Preferred Stock”), and set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of such Series B Preferred Stock, all as set forth in the Prior Articles Supplementary.
SECOND: The Board of Directors of the Company (the “Board”), or a duly authorized committee thereof, adopted resolutions on or as of October 8, 2026 that authorized the issuance of up to all of the Prior Shares of Series B Preferred Stock.
THIRD: Pursuant to authority expressly vested in the Board by Article V of the Second Articles of Amendment and Restatement of the Company (which, as amended and supplemented from time to time, together with these Articles Supplementary, are referred to herein as the “Charter”) and Section 2-208 of the Maryland General Corporation Law, the Board adopted resolutions on or as of November 2, 2026 that duly classified and designated 16,100,000 shares (the “Additional Shares”) of authorized but unissued Preferred Stock as additional shares of Series B Preferred Stock, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as set forth in the Prior Articles Supplementary. After giving effect to the foregoing classification and designation, the total number of shares of Series B Preferred Stock that the Company has the authority to issue under the Charter is 18,400,000 shares.
FOURTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
FIFTH: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.
SIXTH: These Articles Supplementary shall be effective at the time the SDAT accepts these Articles Supplementary for record.
SEVENTH: The undersigned Chief Executive Officer and President of the Company acknowledges these Articles Supplementary to be the act of the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer and President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
| 1 |
IN WITNESS WHEREOF, Innovative Industrial Properties, Inc. has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and President, and attested to by its Secretary on this 2nd day of November, 2026.
| INNOVATIVE INDUSTRIAL PROPERTIES, INC. | ||
| By: | /s/ Paul Smithers | |
| Paul Smithers, Chief Executive Officer and President | ||
| Attest: | ||
| By: | /s/ Catherine Hastings | |
| Catherine Hastings, Secretary | ||
| 2 |