What changed in this filing

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Item 1. Financial Statements

2025-04-30 compared with 2024-10-30 · 137 added, 265 removed, 399 unchanged (50% of the section changed)

3 unchanged sentences

(amounts in thousands, except share and per share data)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Investment in real estate:

22 unchanged sentences

Stockholders' Equity:

Preferred stock, $ 0.01 par value, 10,000,000 shares authorized as of September 30, 2024 and December 31, 2023;

Preferred stock, $ 0.01 par value, 10,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

none issued and outstanding.

Common stock, $ 0.01 par value, 600,000,000 shares authorized as of September 30, 2024 and December 31, 2023;

186,512,609 and 186,426,281 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

Common stock, $ 0.01 par value, 600,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

191,144,217 and 191,056,527 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.

Paid-in capital 1,951,391 1,951,430

9 unchanged sentences

(amounts in thousands, except per share data)

Quarters Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Quarters Ended March 31,

Rental income $ 327,206 $ 316,599

Annual membership subscriptions 16,342 16,215

Membership upgrade sales 4,173 3,744 12,170 10,863

Membership upgrade revenue 3,052 3,947

Other income 15,555 15,548

13 unchanged sentences

Other expenses 1,878 1,092

Early debt retirement 30 68 30 68

Interest and related amortization 31,136 33,543

Total expenses 277,842 271,580

Income before income taxes and other items 82,787 81,029 279,084 234,672

Loss on sale of real estate and impairment, net ( 1,798 ) ( 949 ) ( 1,798 ) ( 3,581 )

Income tax benefit — — 239 —

Income before other items 109,492 114,988

Equity in income of unconsolidated joint ventures 4,901 283

1 unchanged sentence

Income allocated to non-controlling interests – Common OP Units ( 5,201 ) ( 5,366 )

Redeemable perpetual preferred stock dividends — — ( 8 ) ( 8 )

Net income available for Common Stockholders $ 109,192 $ 109,905

4 unchanged sentences

Comprehensive income allocated to non-controlling interests – Common OP Units ( 5,127 ) ( 5,329 )

Redeemable perpetual preferred stock dividends — — ( 8 ) ( 8 )

Comprehensive income attributable to Common Stockholders $ 107,637 $ 109,161

18 unchanged sentences

Balance as of March 31, 2025 $ 1,962 $ 1,951,391 $ — $ ( 204,226 ) $ 674 $ 83,464 $ 1,833,265

Issuance of Common Stock through employee stock purchase plan — 382 — — — — 382

Compensation expenses related to restricted stock and stock options — 1,767 — — — — 1,767

Adjustment for Common OP Unitholders in the Operating Partnership — ( 76 ) — — — 76 —

Adjustment for fair market value of swap — — — — 12 — 12

Consolidated net income — — 8 78,297 — 3,822 82,127

Distributions — — ( 8 ) ( 89,062 ) — ( 4,347 ) ( 93,417 )

Other — ( 323 ) — — — — ( 323 )

Balance as of June 30, 2024 $ 1,917 $ 1,646,160 $ — $ ( 213,486 ) $ 5,292 $ 70,411 $ 1,510,294

Issuance of Common Stock through employee stock purchase plan — 394 — — — — 394

Compensation expenses related to restricted stock and stock options — 1,535 — — — — 1,535

Adjustment for Common OP Unitholders in the Operating Partnership — 380 — — — ( 380 ) —

Adjustment for fair market value of swaps — — — — ( 10,056 ) — ( 10,056 )

Consolidated net income — — — 82,821 — 4,042 86,863

Distributions — — — ( 89,059 ) — ( 4,347 ) ( 93,406 )

Other — ( 85 ) — — — — ( 85 )

Balance as of September 30, 2024 $ 1,917 $ 1,648,384 $ — $ ( 219,724 ) $ ( 4,764 ) $ 69,726 $ 1,495,539

The accompanying notes are an integral part of the consolidated financial statements.

Equity LifeStyle Properties, Inc.

Consolidated Statements of Changes in Equity (continued)

(amounts in thousands)

Common Stock Paid-in Capital Redeemable Perpetual Preferred Stock Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling interests – Common OP Units Total Equity

Balance as of December 31, 2023 $ 1,917 $ 1,644,319 $ — $ ( 223,576 ) $ 6,061 $ 69,900 $ 1,498,621

Exchange of Common OP Units for Common Stock — 198 — — — ( 198 ) —

Issuance of Common Stock through employee stock purchase plan — 382 — — — — 382

7 unchanged sentences

Balance as of March 31, 2024 $ 1,917 $ 1,644,410 $ — $ ( 202,721 ) $ 5,280 $ 70,860 $ 1,519,746

Issuance of Common Stock through employee stock purchase plan — 504 — — — — 504

Compensation expenses related to restricted stock and stock options — 8,584 — — — — 8,584

Adjustment for Common OP Unitholders in the Operating Partnership — ( 503 ) — — — 503 —

Adjustment for fair market value of swap — — — — 2,186 — 2,186

Consolidated net income — — 8 62,920 — 3,121 66,049

Distributions — — ( 8 ) ( 83,357 ) — ( 4,135 ) ( 87,500 )

Other — ( 97 ) — — — — ( 97 )

Balance as of June 30, 2023 $ 1,916 $ 1,638,354 $ — $ ( 225,640 ) $ 17,327 $ 71,155 $ 1,503,112

Exchange of Common OP Units for Common Stock 1 812 — — — ( 813 ) —

Issuance of Common Stock through employee stock purchase plan — 736 — — — — 736

Compensation expenses related to restricted stock and stock options — 1,799 — — — — 1,799

Adjustment for Common OP Unitholders in the Operating Partnership — ( 27 ) — — — 27 —

Adjustment for fair market value of swaps — — — — ( 1,763 ) — ( 1,763 )

Consolidated net income — — — 76,969 — 3,772 80,741

Distributions — — — ( 83,410 ) — ( 4,087 ) ( 87,497 )

Other — ( 121 ) — — — — ( 121 )

Balance as of September 30, 2023 $ 1,917 $ 1,641,553 $ — $ ( 232,081 ) $ 15,564 $ 70,054 $ 1,497,007

The accompanying notes are an integral part of the consolidated financial statements.

2 unchanged sentences

(amounts in thousands)

Nine Months Ended September 30,

Quarters Ended March 31,

Cash Flows From Operating Activities:

1 unchanged sentence

Adjustments to reconcile consolidated net income to net cash provided by operating activities:

Loss on sale of real estate and impairment, net 1,798 3,581

Early debt retirement 30 68

Depreciation and amortization 52,176 52,427

Amortization of loan costs 1,239 1,286

Debt premium amortization — ( 62 )

Equity in income of unconsolidated joint ventures ( 4,901 ) ( 283 )

3 unchanged sentences

Revenue recognized from membership upgrade sales upfront payments ( 3,220 ) ( 3,947 )

Commission expense recognized related to membership sales 3,397 3,122

Deferred income tax benefit ( 239 ) —

Commission expense related to memberships 971 1,108

Changes in assets and liabilities:

8 unchanged sentences

Cash Flows From Investing Activities:

Real estate acquisitions, net ( 24 ) ( 9,326 )

Investment in unconsolidated joint ventures ( 8,690 ) ( 1,330 )

7 unchanged sentences

(amounts in thousands)

Nine Months Ended September 30,

Quarters Ended March 31,

Cash Flows From Financing Activities:

3 unchanged sentences

Common OP Unitholders ( 4,347 ) ( 4,074 )

Preferred Stockholders ( 8 ) ( 8 )

Share based award tax withholding payments ( 2,258 ) ( 1,908 )

Principal payments and mortgage debt repayment ( 16,665 ) ( 15,929 )

Mortgage notes payable financing proceeds — 463,753

Line of credit repayment ( 199,500 ) ( 158,000 )

Line of credit proceeds 185,500 133,000

Debt issuance and defeasance costs ( 6,857 ) ( 5,033 )

Other ( 61 ) ( 157 )

3 unchanged sentences

Cash and restricted cash, end of period $ 47,476 $ 47,281

Nine Months Ended September 30,

Quarters Ended March 31,

Supplemental Information:

1 unchanged sentence

Cash paid for the purchase of manufactured homes $ 11,273 $ 12,927

Real estate acquisitions:

Investment in real estate $ ( 24 ) $ ( 10,057 )

Other assets, net — 13

Rents and other customer payments received in advance and security deposits — 718

Real estate acquisitions, net $ ( 24 ) $ ( 9,326 )

The accompanying notes are an integral part of the consolidated financial statements.

8 unchanged sentences

Our Properties are owned primarily by the Operating Partnership and managed internally by affiliates of the Operating Partnership.

ELS is the sole general partner of the Operating Partnership, has exclusive responsibility and discretion in management and control of the Operating Partnership and held a 95.3 % interest as of September 30, 2024.

ELS is the sole general partner of the Operating Partnership, has exclusive responsibility and discretion in management and control of the Operating Partnership and held a 95.5 % interest as of March 31, 2025.

As the general partner with control, ELS is the primary beneficiary of, and therefore consolidates, the Operating Partnership.

Equity method of accounting is applied to entities in which ELS does not have a controlling interest or for variable interest entities in which ELS is not considered the primary beneficiary, but with respect to which it can exercise significant influence over operations and major decisions.

Equity method of accounting is applied to entities in which ELS does not have a controlling interest but with respect to which it can exercise significant influence over operations and major decisions.

Our exposure to losses associated with unconsolidated joint ventures is primarily limited to the carrying value of these investments.

28 unchanged sentences

Note 2 – Summary of Significant Accounting Policies (continued)

Annual membership subscriptions and membership upgrade sales are accounted for in accordance with ASC 606 , Revenue from Contracts with Customers.

Annual membership subscriptions and membership upgrades are accounted for in accordance with ASC 606 , Revenue from Contracts with Customers.

Membership subscriptions provide our customers access to specific Properties for limited stays at a specified group of Properties.

Payments are deferred and recognized on a straight-line basis over the one-year period during which access to Sites at certain Properties is provided.

Upgraded memberships provide enhanced benefits for members in good standing, including longer stays, the ability to make earlier reservations, potential discounts on rental units, and potential access to additional properties.

Beginning in the first quarter of 2025, membership upgrade product offerings include two -to four-year term subscription products, that require a non-refundable upfront deposit.

Prior to the introduction of subscription-based upgrade products, membership upgrades required non-refundable upfront payments, and members in good standing are entitled to enhanced benefits for as long as they choose to remain in the program.

Membership subscriptions, including subscription-based membership upgrades, are presented within Annual membership subscriptions on the Consolidated Statements of Income and Comprehensive Income.

Payments for membership subscriptions are deferred and recognized on a straight-line basis over the period during which access to Sites at certain Properties is provided.

Membership subscription receivables are presented within Other assets, net on the Consolidated Balance Sheets and are net of an allowance for credit losses.

Membership upgrades grant certain additional access rights to the customer and require non-refundable upfront payments.

The non-refundable upfront payments are recognized on a straight-line basis over 20 years.

Non-refundable upfront payments are recognized on a straight-line basis over 24 years and are presented within Membership upgrade revenue on the Consolidated Statements of Income and Comprehensive Income.

Financed upgrade sales (also known as contract receivables) are presented within Notes receivable, net on the Consolidated Balance Sheets and are net of an allowance for credit losses.

4 unchanged sentences

(b) Restricted Cash

As of September 30, 2024 and December 31, 2023, restricted cash consisted of $ 21.9 million and $ 25.7 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.

As of March 31, 2025 and December 31, 2024, restricted cash consisted of $ 21.3 million and $ 19.0 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.

We disclose the estimated fair value of our financial instruments according to a fair value hierarchy.

The valuation hierarchy is based on the transparency of the lowest level of input that is significant to the valuation of an asset or a liability as of the measurement date.

The three levels are defined as follows:

Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The carrying values of cash and restricted cash, accounts receivable and accounts payable approximate their fair market values due to the short-term nature of these instruments.

The carrying value of the notes receivable approximates the fair market value as the interest rates are generally comparable to current market rates.

Concentrations of credit risk with respect to notes receivable are limited due to the size of the receivable and geographic diversity of the underlying Properties.

The fair market value of mortgage notes payable, the term loan and interest rate derivatives are measured with Level 2 inputs using quoted prices and observable inputs from similar liabilities as disclosed in Note 7.

Borrowing Arrangements and Note 8.

Derivative Instruments and Hedging Activities.

We also utilize Level 2 and Level 3 inputs as part of our determination of the purchase price allocation for our acquisitions.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies (continued)

(d) Insurance Recoveries

We carry comprehensive insurance coverage for losses resulting from property damage and environmental liability and business interruption claims on all of our properties.

1 unchanged sentence

Any amount of insurance recovery in excess of the losses incurred and any amount of insurance recovery related to business interruption are considered a gain contingency and will be recognized in the period in which the insurance proceeds are received.

During the nine months ended September 30, 2024 and September 30, 2023, we recognized approximately $ 3.5 million and $ 12.1 million, respectively, of expense related to debris removal and cleanup related to Hurricane Ian and Hurricane Helene.

We recorded an offsetting insurance recovery revenue accrual for Hurricane Ian of $ 2.5 million and $ 12.1 million, respectively, to offset the expenses incurred during the same period.

During the nine months ended September 30, 2024 and September 30, 2023, we also recorded $ 21.5 million and zero , respectively, of insurance recovery revenue in excess of expenses and business interruption proceeds related to Hurricane Ian.

During the quarters ended March 31, 2025 and March 31, 2024, we recognized approximately $ 0.8 million and $ 0.5 million, respectively, of expense related to debris removal and cleanup related to Hurricane Ian, Hurricane Milton and Hurricane Helene, with $ 0.6 million and $ 0.5 million of offsetting insurance recovery revenue accruals which offset the expenses incurred during the same periods.

During the quarter ended March 31, 2024, we also recorded $ 14.8 million of insurance recovery revenue in excess of expenses and business interruption proceeds related to Hurricane Ian.

The debris and cleanup costs and offsetting recovery accrual and reimbursement of capital expenditures are reflected in Casualty-related charges/(recoveries), net on the Consolidated Statements of Income and Comprehensive Income.

(d) New Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280) :

I mprovements to Reportable Segment Disclosures (“ASU 2023-07”), which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in ASU 2023-07 do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

During the quarters ended March 31, 2025 and March 31, 2024, we recognized business interruption recovery revenue of approximately $ 1.8 million and $ 1.9 million, respectively, related to Hurricane Ian.

(e) New Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 requires additional disaggregated disclosure of the nature of expenses included in the income statement into certain required expense categories.

This update is effective for annual periods beginning after December 15, 2026, with early adoption being permitted.

We are currently evaluating the impact of ASU 2024-03 on our consolidated financial statements.

In March 2024, the Securities and Exchange Commission (“SEC”) adopted final rules under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors , that requires registrants to provide climate-related disclosures in their annual reports and registration statements.

On April 4, 2024, the SEC voluntarily stayed implementation of the final rule pending the completion of judicial review.

We are currently evaluating the impact of the rule on our disclosures.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 3 – Leases

6 unchanged sentences

(amounts in thousands)

As of September 30, 2024

As of March 31, 2025

2025 $ 63,456

4 unchanged sentences

We also have other operating leases, primarily office space, expiring at various dates through 2033.

For the quarters ended September 30, 2024 and 2023, total operating lease payments were $ 1.8 million and $ 1.6 million, respectively.

For the nine months ended September 30, 2024 and 2023, total operating lease payments were $ 5.1 million and $ 4.9 million, respectively.

The following table summarizes our minimum future rental payments, excluding variable costs, which are discounted by our incremental borrowing rate to calculate the lease liability for our operating leases as of September 30, 2024:

As of September 30, 2024

For the quarters ended March 31, 2025 and 2024, total operating lease payments were $ 1.7 million and $ 1.6 million, respectively.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 3 – Leases (continued)

As of March 31, 2025

(amounts in thousands)

9 unchanged sentences

Total lease liabilities $ 4,900 $ 21,519 $ 26,419

Right-of-use (“ROU”) assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $ 24.4 million and $ 27.6 million, respectively, as of September 30, 2024.

The weighted average remaining lease term for our operating leases was eight years and the weighted average incremental borrowing rate was 4.1 % as of September 30, 2024.

Right-of-use (“ROU”) assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $ 22.9 million and $ 26.4 million, respectively, as of March 31, 2025.

The weighted average remaining lease term for our operating leases was eight years and the weighted average incremental borrowing rate was 4.1 % as of March 31, 2025.

ROU assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $ 23.9 million and $ 27.1 million, respectively, as of December 31, 2024.

The weighted average remaining lease term for our operating leases was eight years and the weighted average incremental borrowing rate was 4.1 % as of December 31, 2024.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 4 – Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per share of common stock (“Common Share”) for the quarters and nine months ended September 30, 2024 and 2023:

Quarters Ended September 30, Nine Months Ended September 30,

The following table sets forth the computation of basic and diluted earnings per share of common stock (“Common Share”) for the quarters ended March 31, 2025 and 2024:

Quarters Ended March 31,

(amounts in thousands, except per share data) 2025 2024

10 unchanged sentences

Earnings per Common Share – Fully Diluted $ 0.57 $ 0.59

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 5 – Common Stock and Other Equity Related Transactions

7 unchanged sentences

$ 0.5150 March 31, 2025 March 28, 2025 April 11, 2025

$ 0.4775 June 30, 2024 June 28, 2024 July 12, 2024

$ 0.4775 September 30, 2024 September 27, 2024 October 11, 2024

Subject to certain limitations, OP Unit holders can request an exchange of any or all of their OP Units for shares of Common Stock at any time.

Upon receipt of such a request, we may, in lieu of issuing shares of Common Stock, cause the Operating Partnership to pay cash.

There were no OP units exchanged for Common Stock during the nine months ended September 30, 2024 and 131,192 OP Units exchanged for an equal number of shares of Common Stock during the nine months ended September 30, 2023.

There were no OP units exchanged for Common Stock during the quarters ended March 31, 2025 and 2024.

Equity Offering Program

On February 28, 2024, we entered into a new at-the-market (“ATM”) equity offering program, pursuant to which we may sell, from time-to-time, shares of our common stock, par value $ 0.01 per share, having an aggregate offering price of up to $ 500.0 million.

As of September 30, 2024, the full capacity of our ATM equity offering program remained available for issuance.

In October 2024, we sold approximately 4.5 million shares of our common stock at a price of $ 70.00 from our at-the-market (“ATM”) offering program.

Subsequent Events for additional information.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 6 – Investment in Real Estate

Following Hurricane Helene, which made landfall in Florida on September 26, 2024, we recorded a $ 1.8 million reduction in the carrying value of certain assets, which is included in Loss on sale of real estate and impairment, net in the Consolidated Statements of Income for the quarter and nine months ended September 30, 2024.

During the quarter and nine months ended September 30, 2023, we recorded impairment charges of approximately $ 0.9 million related to storm events at certain properties in Florida and $ 3.6 million related to flooding events in California, respectively.

On November 1, 2024, we entered into a new at-the-market (“ATM”) equity offering program with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our common stock, par value $ 0.01 per share, having an aggregate offering price of up to $ 700.0 million.

As of March 31, 2025, the full capacity of our ATM equity offering program remained available for issuance.

Note 6 – Investment in Unconsolidated Joint Ventures

The following table summarizes our investments in unconsolidated joint ventures (investment and income/(loss) amounts in thousands):

Investment as of Income/(Loss) for the Nine Months Ended

Investment as of Income/(Loss) for the Quarters Ended

Investment Location Number of Sites Economic

September 30, 2024 December 31, 2023 September 30, 2024 September 30, 2023

Meadows Various 1,077 50 % $ 407 $ 534 $ 7,360 $ 1,649

Lakeshore Florida 721 (b)

March 31, 2025 December 31, 2024 March 31, 2025 March 31, 2024

RVC Various 1,489 80 % (b)

59,921 61,505 ( 1,645 ) ( 414 )

Voyager Arizona — — % (c)

ECHO JV Various — 50 % 2,797 2,773 24 ( 199 )

RVC Various 1,489 80 % (d)

Various 2,417 49 % to 65 %

29,632 22,267 6,546 697

Mulberry Farms Arizona 200 50 % 9,795 10,546 ( 625 ) 96

Hiawassee KOA JV Georgia 283 50 % 5,537 5,623 113 ( 272 )

3,906 $ 89,553 $ 83,772 $ 4,901 $ 283

_____________________

(a) The percentages shown approximate our economic interest as of September 30, 2024.

(a) The percentages shown approximate our economic interest as of March 31, 2025.

Our legal ownership interest may differ.

(b) Includes two joint ventures in which we own a 65 % interest in each and the Crosswinds joint venture in which we own a 49 % interest.

(d) Includes three joint ventures which include eight operating RV communities and one RV property under development.

We received approximately $ 15.4 million and $ 4.9 million in distributions from our unconsolidated joint ventures for the nine months ended September 30, 2024 and 2023, respectively.

Approximately $ 7.0 million and $ 1.4 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the nine months ended September 30, 2024 and 2023, respectively, and as such, were recorded as income from unconsolidated joint ventures.

We do not exercise control over these entities.

(b) Includes three joint ventures which include eight operating RV communities and one RV property under development.

We received approximately $ 7.5 million and $ 1.8 million in distributions from our unconsolidated joint ventures for the quarters ended March 31, 2025 and 2024, respectively.

Approximately $ 6.8 million and $ 0.6 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the quarters ended March 31, 2025 and 2024, respectively, and as such, were recorded as income from unconsolidated joint ventures.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 7 – Borrowing Arrangements

2 unchanged sentences

The following table presents the fair value of our mortgage notes payable:

As of September 30, 2024 As of December 31, 2023

As of March 31, 2025 As of December 31, 2024

(amounts in thousands)

1 unchanged sentence

Mortgage notes payable, excluding deferred financing costs $ 2,459,573 $ 2,936,023 $ 2,329,253 $ 2,952,689

The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of loan cost amortization on mortgage indebtedness, as of September 30, 2024, was approximately 3.9 % per annum.

The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of loan cost amortization on mortgage indebtedness, as of March 31, 2025, was approximately 4.0 % per annum.

The debt bears interest at stated rates ranging from 2.4 % to 5.1 % per annum and matures on various dates ranging from 2025 to 2041.

The debt encumbered a total of 120 of our Properties as of both September 30, 2024 and December 31, 2023, and the gross carrying value of such Properties was approximately $ 3,245.6 million and $ 3,194.1 million, as of September 30, 2024 and December 31, 2023, respectively.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 8 - Borrowing Arrangements (continued)

The debt encumbered a total of 120 of our Properties as of both March 31, 2025 and December 31, 2024, and the gross carrying value of such Properties was approximately $ 3,283.1 million and $ 3,268.5 million, as of March 31, 2025 and December 31, 2024, respectively.

Unsecured Debt

We previously entered into a Third Amended and Restated Credit Agreement (“Credit Agreement”), pursuant to which we have access to a $ 500.0 million unsecured line of credit (“LOC”) and a $ 300.0 million senior unsecured term loan (the “$ 300 million Term Loan”).

We previously entered into a Third Amended and Restated Credit Agreement (“Credit Agreement”), pursuant to which we have access to a $ 500.0 million unsecured line of credit (“LOC”) and had access to a $ 300.0 million senior unsecured term loan (the “$ 300 million Term Loan”).

We have the option to increase the borrowing capacity of the LOC by $ 200.0 million, subject to certain conditions.

The LOC bears interest at a rate of the Secured Overnight Financing Rate (“SOFR”) plus 0.10 % plus 1.25 % to 1.65 % and requires an annual facility fee of 0.20 % to 0.35 %.

The $ 300 million Term Loan has an interest rate of SOFR plus 0.10 % plus 1.40 % to 1.95 % per annum.

On March 1, 2023, we amended the Credit Agreement to transition the LIBOR rate borrowings to Secured Overnight Financing Rate (“SOFR”) borrowings.

The LOC bears interest at a rate of the SOFR plus 0.10 % plus 1.25 % to 1.65 % and requires an annual facility fee of 0.20 % to 0.35 %.

For both the LOC and the $ 300 million Term Loan, the spread over SOFR is variable based on leverage throughout the respective loan terms.

1 unchanged sentence

Pursuant to the Second Amendment, the LOC maturity date was extended to July 18, 2028, and this term can be extended for two additional six-month terms, subject to certain conditions.

We also have an option to extend the maturity date on the $ 300 million Term Loan to April 16, 2027.

All other material terms, including interest rate terms, remain the same.

On October 3, 2024, we repaid the $ 300 million Term Loan.

Subsequent Events for additional information.

During the year ended December 31, 2022, we entered into a $ 200.0 million senior unsecured term loan agreement (the “$ 200.0 million Term Loan”).

We previously entered into a $ 200.0 million senior unsecured term loan agreement (the “$ 200.0 million Term Loan”).

The maturity date is January 21, 2027, with an interest rate of SOFR plus 0.10 % plus 1.20 % to 1.70 %, depending on leverage levels.

The LOC had a balance of $ 32.5 million and $ 31.0 million outstanding as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, our LOC had a remaining borrowing capacity of $ 467.4 million.

As of September 30, 2024, we were in compliance in all material respects with the covenants in all our borrowing arrangements.

The LOC had a balance of $ 63.0 million and $ 77.0 million outstanding as of March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025, our LOC had a remaining borrowing capacity of $ 436.9 million.

As of March 31, 2025, we were in compliance in all material respects with the covenants in all our borrowing arrangements.

Note 8 – Derivative Instruments and Hedging

9 unchanged sentences

In April 2023, we entered into a Swap Agreement (the “2023 Swap”) with a notional amount of $ 200.0 million allowing us to trade the variable interest rate associated with our $ 200.0 million Term Loan for a fixed interest rate.

The 2023 Swap has a fixed interest rate of 3.68 % per annum and matures on January 21, 2027.

Based on the leverage as of September 30, 2024, our spread over SOFR was 1.20 % resulting in an estimated all-in interest rate of 4.88 % per annum.

In April 2024, we entered into three Swap Agreements (“2024 Swaps”) with an aggregate notional value of $ 300.0 million allowing us to trade the variable interest rate associated with our $ 300.0 million Term Loan (see Note 8.

Borrowing Arrangements ) for a fixed interest rate.

The 2024 Swaps have a weighted average fixed interest rate of 4.65 % per annum and mature on April 17, 2026.

Based on the leverage as of September 30, 2024, our spread over SOFR was 1.40 % resulting in an estimated weighted average all-in fixed interest rate of 6.05 % per annum.

On October 3, 2024, we terminated the 2024 Swaps in connection with the repayment of the $ 300 million Term Loan.

Subsequent Events for additional information.

The 2023 Swap has a

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 8 – Derivative Instruments and Hedging (continued)

fixed interest rate of 3.68 % per annum and matures on January 21, 2027.

Based on the leverage as of March 31, 2025, our spread over SOFR was 1.20 % resulting in an estimated all-in interest rate of 4.88 % per annum.

Our derivative financial instruments are classified as Level 2 in the fair value hierarchy.

The following table presents the fair value of our derivative financial instruments:

As of September 30, As of December 31,

As of March 31, As of December 31,

(amounts in thousands) Balance Sheet Location 2025 2024

Interest Rate Swaps Other assets, net $ 673 $ 2,303

Interest Rate Swaps Accounts payable and other liabilities ( 4,764 ) —

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 9 – Derivative Instruments and Hedging (continued)

The following table presents the effect of our derivative financial instrument on the Consolidated Statements of Income and Comprehensive Income:

1 unchanged sentence

in OCI on derivative

for the nine months ended September 30, Location of (gain)/ loss reclassified from

for the quarters ended March 31, Location of (gain)/ loss reclassified from

Accumulated OCI into income Amount of (gain)/loss reclassified from

Accumulated OCI into income

for the nine months ended September 30,

for the quarters ended March 31,

(amounts in thousands) 2025 2024 (amounts in thousands) 2025 2024

2 unchanged sentences

This estimate may be subject to change as the underlying SOFR changes.

On October 3, 2024, we terminated the 2024 Swaps and will reclassify $ 4.4 million from Accumulated other comprehensive income (loss) as an increase to early debt termination expense.

Subsequent Events for additional information.

We determined that no adjustment was necessary for non-performance risk on our derivative obligation.

As of September 30, 2024, we had not posted any collateral related to the 2023 Swap or 2024 Swaps.

Note 10 - Deferred Revenue from Membership Upgrade Sales and Deferred Commission Expense

As of March 31, 2025, we had not posted any collateral related to the 2023 Swap.

Note 9 - Deferred Revenue from Membership Upgrades and Deferred Commission Expense

The components of the change in deferred revenue from membership upgrades and deferred commission expense were as follows:

(amounts in thousands)

Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

Deferred revenue - upfront payments from membership upgrade sales, beginning $ 206,625 $ 185,660

Membership upgrade sales 26,404 28,041

Revenue recognized from membership upgrade sales upfront payments ( 12,170 ) ( 10,863 )

Net increase in deferred revenue - upfront payments from membership grade sales 14,234 17,178

Deferred revenue - upfront payments from membership upgrade sales, ending (a)

Quarter Ended March 31, 2025 Quarter Ended March 31, 2024

Deferred revenue, beginning $ 218,164 $ 206,625

Deferred membership upgrade revenue 2,886 7,543

Revenue recognized from membership upgrades ( 3,220 ) ( 3,947 )

Net increase (decrease) in deferred revenue ( 334 ) 3,596

Deferred revenue, ending (a)

$ 217,830 $ 210,221

7 unchanged sentences

Note 10 – Equity Incentive Awards

Our 2014 Equity Incentive Plan (the “2014 Plan”) was adopted by the Board of Directors on March 11, 2014 and approved by our stockholders on May 13, 2014.

During the quarter ended March 31, 2024, 90,378 shares of restricted stock were awarded to certain members of our management team.

Of these shares, 50 % are time-based awards, vesting in equal installments over a three-year period on February 4, 2025, February 3, 2026 and February 7, 2027, respectively, and have a grant date fair value of $ 3.0 million.

The remaining 50 % are performance-based awards vesting in equal installments on February 4, 2025, February 3, 2026 and February 7, 2027, respectively, upon meeting performance conditions as established by the Compensation Committee in the year of the vesting period.

They are valued using the closing price at the grant date when all the key terms and conditions are known to all parties.

The 15,062 shares of restricted stock subject to 2024 performance goals have a grant date fair value of $ 1.0 million.

Our 2024 Equity Incentive Plan (the “2024 Plan”) was adopted by our Board of Directors on February 6, 2024 and approved by our stockholders on April 30, 2024.

The 2024 Plan replaces the 2014 Plan and is the sole plan available to us to provide equity incentive compensation to eligible participants as of its adoption.

No further awards will be granted under the 2014 Plan.

The 2024 Plan authorizes grants of options, restricted stock, and other forms of equity-based compensation, subject

Our 2024 Equity Incentive Plan (the “2024 Plan”) was adopted by the Board of Directors on February 6, 2024 and approved by our stockholders on April 30, 2024.

During the quarter ended March 31, 2025, 99,765 shares of restricted stock were awarded to certain members of our management team pursuant to the authority set forth in the 2024 Plan.

Of these shares, 50 % are time-based awards, with 47,503 shares vesting in equal installments over a three-year period on February 3, 2026, February 2, 2027 and February 1, 2028, respectively, and with 2,378 shares vesting two-thirds on February 3, 2026 and one-third on February 2, 2027.

These time-based awards have a grant date fair value of $ 3.2 million.

The remaining 50 % are performance-based awards with 47,506 shares vesting in equal installments on February 3, 2026, February 2, 2027 and February 1, 2028, respectively, and 2,378 shares vesting two thirds on February 3, 2026 and one-third on February 2, 2027, upon meeting performance conditions as established

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 10 – Equity Incentive Awards (continued)

to conditions and restrictions determined by the Compensation Committee.

Our Compensation Committee (or our Board of Directors with respect to awards made to our independent directors) determines the terms and conditions of each award at the time of grant, including whether payment of awards may be subject to the achievement of performance goals, consistent with the provisions of the 2024 Plan.

A maximum of 3,766,336 shares of common stock are available for grant under the 2024 Plan.

During the quarter ended June 30, 2024, we awarded to certain members of our Board of Directors 16,626 shares of restricted stock at a fair value of approximately $ 1.0 million and options to purchase 29,855 shares of common stock with an exercise price of $ 60.29 .

These are time-based awards subject to various vesting dates between November 1, 2024 and April 30, 2027.

Stock-based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income, was $ 1.5 million and $ 1.8 million for the quarters ended September 30, 2024 and 2023, respectively, and $ 5.0 million and $ 12.9 million for the nine months ended September 30, 2024 and 2023, respectively.

Stock-based compensation expense of $ 12.9 million for the nine months ended September 30, 2023 includes accelerated vesting of stock-based compensation expense of $ 6.3 million recognized during the quarter ended June 30, 2023, as a result of the passing of a member of our Board of Directors.

by the Compensation Committee in the year of the vesting period.

The performance-based awards are valued using the closing price at the grant date when all the key terms and conditions are known to all parties.

The 17,418 shares of restricted stock subject to 2025 performance goals have a grant date fair value of $ 1.1 million.

Stock-based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income, was $ 1.8 million and $ 1.7 million for the quarters ended March 31, 2025 and 2024, respectively.

Note 11 – Commitments and Contingencies

13 unchanged sentences

We believe that the Datacomp Litigation is without merit, and we intend to vigorously defend our interests in this matter.

As of September 30, 2024 , we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss.

As of March 31, 2025 , we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss.

Note 12 - Reportable Segments

2 unchanged sentences

The Property Operations segment owns and operates land lease Properties and the Home Sales and Rentals Operations segment purchases, sells and leases homes at the Properties.

Each segment is primarily evaluated based on Net Operating Income (“NOI”) which is defined as total operating revenues less total operating expenses.

The distribution of the Properties throughout the United States reflects our belief that geographic diversification helps insulate the portfolio from regional economic influences.

All revenues were from external customers and there is no customer who contributed 10% or more of our total revenues during the quarters or nine months ended September 30, 2024 or 2023.

All revenues were from external customers and there is no customer who contributed 10% or more of our total revenues during the quarters ended March 31, 2025 or 2024.

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 12 – Reportable Segments (continued)

The following tables summarize our segment financial information for the quarters and nine months ended September 30, 2024 and 2023:

Quarter Ended September 30, 2024

The following tables summarize our segment financial information for the quarters ended March 31, 2025 and 2024:

Quarter Ended March 31, 2025

(amounts in thousands) Property

3 unchanged sentences

Operations expenses ( 172,731 ) ( 11,699 ) ( 184,430 )

Income from segment operations 174,087 2,806 176,893

Interest income 1,916 474 2,390

Depreciation and amortization ( 48,528 ) ( 2,406 ) ( 50,934 )

Loss on sale of real estate and impairment, net ( 1,798 ) — ( 1,798 )

Income from operations $ 125,677 $ 874 $ 126,551

NOI 196,355 2,293 198,648

Reconciliation to consolidated net income:

Corporate interest income 40

Income from other investments, net 2,192

General and administrative ( 9,274 )

Casualty-related charges/(recoveries), net ( 591 )

Other expenses ( 1,402 )

Interest and related amortization ( 36,497 )

Equity in income of unconsolidated joint ventures 5,874

Early debt retirement ( 30 )

Consolidated net income $ 86,863

Total assets $ 5,397,984 $ 246,135 $ 5,644,119

Capital improvements $ 55,690 $ 2,708 $ 58,398

Quarter Ended September 30, 2023

(amounts in thousands) Property

Operations Home Sales

Operations Consolidated

Operations revenues $ 351,243 $ 32,961 $ 384,204

Operations expenses ( 183,579 ) ( 28,502 ) ( 212,081 )

Income from segment operations 167,664 4,459 172,123

Interest income 1,637 631 2,268

Depreciation and amortization ( 50,942 )

Loss on sale of real estate and impairment, net ( 949 ) — ( 949 )

Income from operations $ 120,110 $ 2,364 $ 122,474

Reconciliation to consolidated net income:

Corporate interest income 8

Income from other investments, net 2,333

General and administrative ( 9,895 )

Other expenses ( 1,338 )

Interest and related amortization ( 33,434 )

Equity in income of unconsolidated joint ventures 661

Early debt retirement ( 68 )

Consolidated net income $ 80,741

Total assets $ 5,351,993 $ 274,298 $ 5,626,291

Capital improvements $ 79,750 $ 2,420 $ 82,170

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 13 – Reportable Segments (continued)

Nine Months Ended September 30, 2024

(amounts in thousands) Property

Operations Home Sales

Operations Consolidated

Operations revenues $ 1,069,027 $ 70,938 $ 1,139,965

Operations expenses ( 540,673 ) ( 60,647 ) ( 601,320 )

Income from segment operations 528,354 10,291 538,645

Interest income 2,238

Depreciation and amortization ( 145,920 ) ( 7,466 ) ( 153,386 )

Loss on sale of real estate and impairment, net ( 1,798 ) — ( 1,798 )

Income from operations $ 385,997 $ 4,312 $ 390,309

Reconciliation to consolidated net income:

Corporate interest income 170

Income from other investments, net 2,018

3 unchanged sentences

Interest and related amortization ( 31,136 )

Income tax benefit 239

Equity in income of unconsolidated joint ventures 4,901

Early debt retirement ( 30 )

Consolidated net income $ 114,393

1 unchanged sentence

Capital improvements $ 43,531 $ 1,671 $ 45,202

Nine Months Ended September 30, 2023

Quarter Ended March 31, 2024

(amounts in thousands) Property

3 unchanged sentences

Operations expenses ( 169,405 ) ( 19,286 ) ( 188,691 )

Income from segment operations 503,557 12,091 515,648

Interest income 4,819 1,782 6,601

Depreciation and amortization ( 144,659 ) ( 8,275 ) ( 152,934 )

Loss on sale of real estate and impairment, net ( 3,581 ) — ( 3,581 )

Income from operations $ 360,136 $ 5,598 $ 365,734

NOI 190,331 3,340 193,671

Reconciliation to consolidated net income:

Corporate interest income 22

Depreciation and amortization ( 51,108 )

Interest income 2,168

Income from other investments, net 2,038

General and administrative ( 11,989 )

Casualty-related charges/(recoveries), net 14,843

Other expenses (1)

1 unchanged sentence

Equity in income of unconsolidated joint ventures 283

Early debt retirement ( 68 )

Consolidated net income $ 115,271

1 unchanged sentence

Capital improvements $ 51,408 $ 3,298 $ 54,706

_____________________

(1) Prior period amounts have been reclassified to conform to the current period presentation.

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 12 – Reportable Segments (continued)

The following table summarizes our financial information for the Property Operations segment for the quarters and nine months ended September 30, 2024 and 2023:

Quarters Ended September 30, Nine Months Ended September 30,

The following table summarizes our financial information for the Property Operations segment for the quarters ended March 31, 2025 and 2024:

Quarters Ended March 31,

(amounts in thousands) 2025 2024

1 unchanged sentence

Annual membership subscriptions 16,342 16,215

Membership upgrade sales 4,173 3,744 12,170 10,863

Membership upgrade revenue 3,052 3,947

Other income 15,555 15,548

1 unchanged sentence

Total property operations revenues 369,086 359,736

Property operating and maintenance 127,616 125,081 365,563 357,660

Utility expense 40,269 39,202

Payroll 28,271 28,268

Repairs & maintenance 22,889 21,362

Insurance and other 25,989 24,573

Real estate taxes 21,643 20,787

4 unchanged sentences

Total property operations expenses 172,731 169,405

Income from property operations segment $ 174,087 $ 167,664 $ 528,354 $ 503,557

The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters and nine months ended September 30, 2024 and 2023:

Quarters Ended September 30, Nine Months Ended September 30,

NOI $ 196,355 $ 190,331

The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters ended March 31, 2025 and 2024:

Quarters Ended March 31,

(amounts in thousands) 2025 2024

7 unchanged sentences

Total expenses 11,699 19,286

Income from home sales and rentals operations segment $ 2,806 $ 4,459 $ 10,291 $ 12,091

NOI $ 2,293 $ 3,340

______________________

2 unchanged sentences

Note 13 – Subsequent Events

In October 2024, we sold approximately 4.5 million shares of our common stock at a price of $ 70.00 from our at-the-market (“ATM”) offering program.

The net proceeds of $ 314.2 million were used to repay our $ 300.0 million unsecured term loan and to terminate the interest rate swaps, which fixed the interest rate of the term loan at 6.05 % until maturity in April 2026.

The total expense to terminate the swaps and write off unamortized loan costs is $ 5.8 million.

Following Hurricane Milton, which made landfall on October 9, 2024, we have continued cleanup efforts at impacted properties.

We believe that we have adequate insurance, subject to deductibles, including business interruption coverage, and at this time, we do not believe that Hurricane Milton will have a significant adverse impact on our results of operations or our financial condition on a consolidated basis.

In April 2025, we repaid $ 86.9 million of principal on eight mortgage loans using our line of credit.

These mortgage loans had a weighted average interest rate of 3.45 % per annum and were secured by four RV communities and four MH communities.

The payment represents all debt maturing in 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements