INNOVATIVE INDUSTRIAL PROPERTIES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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INNOVATIVE INDUSTRIAL PROPERTIES, INC.

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Innovative Industrial Properties, Inc.

11440 West Bernardo Court, Suite 100

San Diego, CA 92127

April 22, 2026

Dear Fellow Stockholder:

You are cordially invited to attend our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 8:00 a.m., Pacific Time, on June 9, 2026 at our San Diego offices located at 11440 West Bernardo Court, Suite 100, San Diego, California 92127. The business that will be conducted at the Annual Meeting is described in the Notice of the 2026 Annual Meeting of Stockholders and Proxy Statement.

2025 was a year defined by disciplined execution, prudent capital stewardship, and strategic positioning to drive long-term stockholder value.

For the year, we generated total revenues of $266 million and adjusted funds from operations of $205 million, reflecting the durability of our platform and the strength of our operating model. Our diversified portfolio, representing more than $2.7 billion in gross assets, generated nearly $200 million of cash flows from operations during the year.

We continued our track record of sharing our cash flows with our stockholders throughout 2025. Notably, since our inception in 2016, we have returned $1.1 billion to stockholders through our quarterly dividends, demonstrating our ongoing commitment of providing dividends to our fellow stockholders.

We continue to maintain what we believe is a REIT industry-leading balance sheet supported by over $2 billion of unencumbered real estate and a conservative capital structure. As of year end, our debt service coverage ratio exceeded 10x, and our net debt to adjusted EBITDA was 1.4x, providing significant financial flexibility as we navigate challenging market conditions.

During 2025, we deployed capital by committing $275 million in a strategic and accretive manner across our real estate portfolio and through our investment in IQHQ, Inc. ("IQHQ"), a premier life science real estate platform with over $5 billion in total assets. Our expansion into life science real estate reflects a deliberate strategy to complement our established leadership in the regulated cannabis real estate sector with exposure to an industry characterized by compelling long-term secular growth drivers. We believe this diversification enhances the resilience and long-term growth potential of our platform.

We further strengthened our liquidity profile by raising $100 million under a new revolving credit facility and issuing $24 million of preferred stock through our ATM program, reinforcing our commitment to maintaining balance sheet strength, financial flexibility and access to multiple capital markets.

In parallel, we continued executing on a strategic initiative designed to enhance long-term financial performance by repositioning a substantial portion of our tenant base toward more financially viable, long-term operators. Where appropriate, we are actively enforcing our contractual rights under our leases, including pursuing eviction proceedings and working through receiverships to regain control of the properties. In 2025, these efforts resulted in 339,000 square feet of new leasing activity across four properties, representing meaningful progress in strengthening the quality and durability of our cash flows.

FINANCIAL PERFORMANCE TRACKRECORD

Five Year Total Revenue and AFFO Change(1)(2)

(2)Adjusted Funds from Operations ("AFFO") is a supplemental non-GAAP financial measure used in the real estate industry to measure and compare the operating performance of real estate companies. A complete reconciliation containing adjustments from GAAP net income attributable to common stockholders to AFFO is included in Appendix A of this proxy statement.

DIVIDEND PER SHARE HISTORY(2)

39% CAGR(1)

(2)Includes common stock dividends declared during the applicable year.

TOTAL STOCKHOLDER RETURNSINCE INCEPTION(1)

(1)Total stockholder return (“TSR”) from December 1, 2016 (the date that our common stock first began trading on the New York Stock Exchange) through December 31, 2025, calculated based on the stock price appreciation and dividends paid to show the total return to a stockholder over a period of time. TSR assumes dividends are reinvested in common stock on the day the dividend is paid.

(2)A real estate investment trust is a “REIT”. The MSCI US REIT Index includes all tax-qualified equity REITs listed in the United States.

BALANCE SHEETHIGHLIGHTS(1)

IIP Is One of the Lowest Leveraged Public REITs

(1)As of December 31, 2025, unless otherwise noted.

(2)Calculated in accordance with the indenture governing the Company’s 5.50% Unsecured Senior Notes due 2026.

(3)Consisting of cash and cash equivalents and short-term investments (each as reported on our consolidated balance sheet as of December 31, 2025) and availability under our revolving credit facility as of December 31, 2025.

Investing in Our Team

We recognize that our success is directly linked to the talent, dedication, and expertise of our people. We seek to hire exceptional individuals with diverse backgrounds and perspectives and foster an environment built on open communication, mutual respect, and shared purpose. We are committed to ensuring our team members have fulfilling careers and are empowered to make a positive impact with our business partners and in the communities in which we operate. Attracting, developing, engaging and retaining our talented employees, who create long-term value for our stockholders, is a top priority.

To invest in our team members and support their overall well-being, we offer a comprehensive suite of programs and benefits, including:

•Highly competitive compensation, including base salary, cash incentives, equity participation and a 401(k) plan with company matching contributions;

•A best-in-class benefits package, featuring comprehensive health insurance for employees and their immediate families at no cost to the employee. Coverage includes a high-coverage low-deductible PPO medical plan, PPO dental coverage, a generous vision plan, short- and long-term disability benefits and life and accidental death and dismemberment insurance;

•Competitive paid time off, beginning with four weeks annually, in addition to company paid holidays;

•A severance plan applicable to all non-executive employees, providing financial security in the event of a termination without cause or resignation for good reason;

•A wellness reimbursement benefit supporting fitness and mindfulness applications, classes and home exercise equipment to promote mental and physical well-being;

•A thoughtfully designed work environment that prioritizes health and comfort, including sit-stand desks, ergonomic chairs, healthy snack options (such as fresh fruits and vegetables), abundant natural light, and weekly voluntary meditation classes;

•Paid time for volunteeringat nonprofit organizations;

•Professional development support, including assistance for employees pursing job-related licenses, certifications, and continuing professional or technical education;

•Matching charitable contributions for employee donations to qualifying educational institutions.

We believe these programs contribute to employee engagement, retention, and performance, and support our long-term strategic objectives.

Investing in Our Communities

We believe the most profound impact we, alongside our tenant partners, make is through the meaningful economic contributions we bring to both our local communities and the communities where our facilities are located. Many of these areas have faced significant challenges, including job losses and economic downturns driven by industry shifts and business migration.

Together with our tenants, we have demonstrated the ability to help revitalize these communities by restoring jobs, stimulating economic activity, and delivering meaningful benefits to local residents. Our investments contribute to critical tax revenues that support public services, such as schools and healthcare, helping foster long-term community renewal.

Beyond these economic contributions, our employees and board members remain deeply committed to giving back. In 2025, we organized three corporate volunteer days and donated to local food banks in the communities where we own properties. We are proud to donate time and money to these initiatives, reflecting our ongoing commitment to responsible corporate citizenship and community support.

Investing in Our Properties

Our properties are mission-critical to our tenant partners, featuring specialized buildouts and precision environmental controls that enable the production of high-quality, consistent cannabis products at scale. As a net lease REIT, substantially all of the environmental impacts associated with our portfolio, including greenhouse gas emissions, arise from the operations of our tenants, who maintain operational control of our properties under long-term net lease agreements. Accordingly, we do not directly control the day-to-day energy usage or emissions at these facilities and generally do not have direct access to carbon and energy data. Cannabis cultivation is resource-intensive, requiring substantial energy, water and other inputs to optimize yields and achieve the desired product attributes. While our lease structure limits direct access to certain operational data, the capital we invest can support improving energy and water efficiency, modernizing infrastructure, and enhancing environmental performance. These improvements support our tenant's operations, which may lower operating costs and encourage responsible environmental practices.

Our portfolio consists of many buildings that were previously vacant or underutilized, prior to being redeveloped and improved for cannabis operations. This adaptive reuse strategy can reduce demolition and landfill waste, resulting in meaningful embodied carbon savings.

In collaboration with our tenants, we have pursued improvements in energy efficiency and environmental performance across our properties. Investments may include upgraded lighting systems, building management systems, stormwater management infrastructure, HVAC enhancements, tiered cultivation systems, advanced irrigation technologies, and upgraded health and safety systems.

Corporate Governance Highlights

We remain committed to managing the Company in the best interests of our stockholders and upholding strong corporate governance practices. We continue to maintain the following governance standards to reinforce our reputation for integrity and our commitment to serving our stockholders responsibly:

Our committed and experienced team of professionals continue to work hard for our stockholders and I am proud of the strong, long-term performance we have delivered. We thank you for your support and we are steadfast in our commitment to be responsible stewards of your investment.

Please consider the information contained in the Proxy Statement and after your review, we hope you will vote in accordance with the Board of Directors' Recommendations. Your vote is important to us and we appreciate your continued support.

Alan Gold

Executive Chairman of the Board

April 22, 2026

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS