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INNOVATIVE INDUSTRIAL PROPERTIES INC

For the period ended Jun 11, 2025. Filed Apr 29, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2025 · Filed Apr 29, 2025

IIPR$54.83-0.8%Stored close · as of Nov 6, 2026
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APPENDIX A

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APPENDIX A

Adjusted Funds from Operations

The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable GAAP measure) to AFFO. Also presented is information regarding the weighted average number of common shares used for the basic and diluted computations per share (dollars in thousands, except per share amounts):

​ · ​ · ​ · ​ · Years Ended December 31, · ​
​ · ​ · ​ · ​ · 2024 · ​ · ​ · 2023 · ​ · ​ · 2022 · ​ · ​ · 2021 · ​ · ​ · 2020 · ​ · ​ · 2019 · ​ · ​ · 2018 · ​ · ​ · 2017 · ​
​Net income attributable to common stockholders​​​$159,857​​​​$164,236​​​​$153,034​​​​$112,638​​​​$64,378​​​​$22,123​​​​$5,633​​​​$(395)​​
​Real estate depreciation and amortization​​​​70,807​​​​​67,194​​​​​61,303​​​​​41,776​​​​​28,025​​​​​8,599​​​​​2,629​​​​​915​​
​Loss (gain) on sale of real estate​​​​—​​​​​—​​​​​(3,601)​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Disposition-contingent lease termination fee, net of loss on sale of real estate(1)​​​​(451)​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​FFO attributable to common stockholders (basic)​​​​230,213​​​​​231,430​​​​​210,736​​​​​154,414​​​​​92,403​​​​​30,722​​​​​8,262​​​​​520​​
​Cash and non-cash interest expense on Exchangeable Senior Notes​​​​28​​​​​219​​​​​546​​​​​7,517​​​​​—​​​​​—​​​​​—​​​​​—​​
​FFO attributable to common stockholders (diluted)​​​​230,241​​​​​231,649​​​​​211,282​​​​​161,931​​​​​92,403​​​​​30,722​​​​​8,262​​​​​520​​
​Acquisition-related expense​​​​—​​​​​—​​​​​—​​​​​—​​​​​94​​​​​97​​​​​—​​​​​—​​
​Financing expense​​​​—​​​​​—​​​​​367​​​​​—​​​​​211​​​​​—​​​​​—​​​​​—​​
​Litigation-related expense​​​​788​​​​​2,480​​​​​3,010​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Loss (gain) on induced exchange of Exchangeable Senior Notes​​​​—​​​​​(22)​​​​​125​​​​​3,692​​​​​—​​​​​—​​​​​—​​​​​—​​
​Normalized FFO attributable to common stockholders (diluted)​​​​231,029​​​​​234,107​​​​​214,784​​​​​165,623​​​​​92,708​​​​​30,819​​​​​8,262​​​​​520​​
​Interest income on seller-financed note(2)​​​​1,104​​​​​1,342​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Deferred lease payments received on sales-type leases(3)​​​​4,938​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Stock-based compensation​​​​17,317​​​​​19,581​​​​​17,507​​​​​8,616​​​​​3,330​​​​​2,495​​​​​1,465​​​​​1,719​​
​Severance​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​113​​
​Non-cash interest expense​​​​1,664​​​​​1,375​​​​​1,255​​​​​715​​​​​2,040​​​​​1,678​​​​​—​​​​​—​​
​Above-market lease amortization​​​​92​​​​​92​​​​​91​​​​​4​​​​​—​​​​​—​​​​​—​​​​​—​​
​AFFO attributable to common stockholders (diluted)​​​$256,144​​​​$256,497​​​​$233,637​​​​$174,958​​​​$98,078​​​​$34,992​​​​$9,727​​​​$2,352​​
​FFO per common share – diluted​​​$8.07​​​​$8.20​​​​$7.64​​​​$6.17​​​​$4.72​​​​$2.88​​​​$1.13​​​​$0.15​​
​Normalized FFO per common share – diluted​​​$8.10​​​​$8.29​​​​$7.76​​​​$6.31​​​​$4.74​​​​$2.88​​​​$1.13​​​​$0.15​​
​AFFO per common share – diluted​​​$8.98​​​​$9.08​​​​$8.45​​​​$6.66​​​​$5.01​​​​$3.28​​​​$1.34​​​​$0.67​​
​Weighted average common shares outstanding – basic​​​​28,226,402​​​​​27,977,807​​​​​27,345,047​​​​​23,903,017​​​​​19,443,602​​​​​10,546,016​​​​​7,138,952​​​​​3,375,284​​
​Restricted stock and RSUs​​​​294,780​​​​​196,821​​​​​116,046​​​​​96,174​​​​​114,017​​​​​138,052​​​​​146,849​​​​​131,861​​
​PSUs​​​​—​​​​​—​​​​​—​​​​​81,414​​​​​—​​​​​—​​​​​—​​​​​—​​
​Dilutive effect of Exchangeable Senior Notes​​​​9,468​​​​​81,169​​​​​202,076​​​​​2,180,550​​​​​—​​​​​—​​​​​—​​​​​—​​
​Weighted average common shares outstanding – diluted​​​​28,530,650​​​​​28,255,797​​​​​27,663,169​​​​​26,261,155​​​​​19,557,619​​​​​10,684,068​​​​​7,285,801​​​​​3,507,145​​

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(1)

Amount reflects the $3.9 million disposition-contingent lease termination fee received concurrently with the sale of a property in Los Angeles, California, net of the loss on sale of real estate of $3.4 million

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(2)

Amount reflects the non-refundable interest paid on the seller-financed note issued to us by the buyer in connection with our disposition of a portfolio of four properties in southern California, which is recognized as a deposit liability and is included in other liabilities in our consolidated balance sheets as of December 31, 2024 and 2023, as the transaction did not qualify for recognition as a completed sale.

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(3)

Amount reflects the non-refundable lease payments received on two sales-type leases which are recognized as deposit liability starting on January 1, 2024, and is included in other liabilities in our consolidated balance sheet as of December 31, 2024, as the transaction did not qualify for recognition as a completed sale. Prior to the lease modifications on January 1, 2024, which extended the initial lease terms, the leases were classified as operating leases and the lease payments received were recognized as rental and therefore, included in net income attributable to common stockholders.

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SCAN TOVIEW MATERIALS & VOTE INNOVATIVE INDUSTRIAL PROPERTIES, INC. 11440 WEST BERNARDO COURTSUITE 100SAN DIEGO, CA 92127 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on June 10, 2025. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on June 10, 2025. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY V73966-P29263INNOVATIVE INDUSTRIAL PROPERTIES, INC.The Board of Directors recommends you vote FOR thefollowing: 1. Election of directors, each to serve until the next annualmeeting of stockholders and until their successors areduly elected and qualified. Nominees: For Withhold For Against Abstain 1a. Alan Gold1b. Gary Kreitzer1c. Scott Shoemaker1d. Paul Smithers1e. David Boyle 3. Approval on a non-binding advisory basis of thecompensation of the Company's named executiveofficers.NOTE: Such other business as may properly come before themeeting or any adjournment thereof. The Board of Directors recommends you vote FORproposals 2 and 3. For Against Abstain 2. Ratification of the appointment of BDO USA, P.C. as theCompany's independent registered public accountingfirm for the year ending December 31, 2025. Yes No Please indicate if you plan to attend this meeting.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Jointowners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. V73967-P29263 INNOVATIVE INDUSTRIAL PROPERTIES, INC.Annual Meeting of StockholdersJune 11, 2025 8:00 AMThis proxy is solicited by the Board of DirectorsThe undersigned hereby appoints Alan Gold and Paul Smithers, and each of them, with power to act without the other, andwith power of substitution, as proxies and attorneys in fact, and hereby authorizes them to represent and vote, as provided onthe other side, all the shares of common stock of INNOVATIVE INDUSTRIAL PROPERTIES, INC. that the undersigned is entitled tovote and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholdersto be held at 8:00 a.m., PDT, at 11440 West Bernardo Court, Suite 100, San Diego, California 92127, and any adjournment orpostponement thereof, with all powers the undersigned would possess if present at the meeting.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.IF NO SUCH DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACHDIRECTOR NOMINEE UNDER PROPOSAL 1, FOR PROPOSAL 2 AND PROPOSAL 3, AND IN THE DISCRETION OF THEPROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.Continued and to be signed on reverse side

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