What changed in this filing

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Item 1. Financial Statements

2025-07-29 compared with 2025-04-30 · 207 added, 92 removed, 444 unchanged (40% of the section changed)

3 unchanged sentences

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

March 31, 2025 December 31, 2024

June 30, 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 March 31, 2025 and December 31, 2024;

Preferred stock, $ 0.01 par value, 10,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

none issued and outstanding.

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.

Common stock, $ 0.01 par value, 600,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

191,211,213 and 191,056,527 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

Paid-in capital 1,953,854 1,951,430

Distributions in excess of accumulated earnings ( 222,992 ) ( 214,979 )

Accumulated other comprehensive income 674 2,303

Accumulated other comprehensive income/(loss) ( 2,010 ) 2,303

Total Stockholders’ Equity 1,730,814 1,740,716

6 unchanged sentences

(amounts in thousands, except per share data)

Quarters Ended March 31,

Quarters Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Rental income $ 313,287 $ 300,788 $ 640,493 $ 617,386

19 unchanged sentences

Income before other items 84,223 81,548 193,715 196,536

Equity in income of unconsolidated joint ventures 4,901 283

Loss on sale of real estate and impairment, net ( 683 ) — ( 683 ) —

Equity in income/(loss) of unconsolidated joint ventures ( 47 ) 579 4,854 862

Consolidated net income 83,493 82,127 197,886 197,398

Income allocated to non-controlling interests – Common OP Units ( 3,777 ) ( 3,822 ) ( 8,978 ) ( 9,188 )

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

Net income available for Common Stockholders $ 79,708 $ 78,297 $ 188,900 $ 188,202

4 unchanged sentences

Comprehensive income allocated to non-controlling interests – Common OP Units ( 3,656 ) ( 3,823 ) ( 8,783 ) ( 9,152 )

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

Comprehensive income attributable to Common Stockholders $ 77,145 $ 78,308 $ 184,782 $ 187,469

18 unchanged sentences

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

Exchange of Common OP Units for Common Stock — 396 — — — ( 397 ) ( 1 )

Issuance of Common Stock through employee stock purchase plan — 355 — — — — 355

Compensation expenses related to restricted stock and stock options — 1,812 — — — — 1,812

Adjustment for Common OP Unitholders in the Operating Partnership — 40 — — — ( 40 ) —

Adjustment for fair market value of swap — — — — ( 2,684 ) — ( 2,684 )

Consolidated net income — — 8 79,708 — 3,777 83,493

Distributions — — ( 8 ) ( 98,474 ) — ( 4,666 ) ( 103,148 )

Other — ( 140 ) — — — — ( 140 )

Balance as of June 30, 2025 $ 1,962 $ 1,953,854 $ — $ ( 222,992 ) $ ( 2,010 ) $ 82,138 $ 1,812,952

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

9 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 — 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

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

2 unchanged sentences

(amounts in thousands)

Quarters Ended March 31,

Six Months Ended June 30,

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 683 —

Depreciation and amortization 106,044 105,156

Amortization of loan costs 2,481 2,584

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

Equity in (income)/loss of unconsolidated joint ventures ( 4,854 ) ( 862 )

Distributions of income from unconsolidated joint ventures 147 421

13 unchanged sentences

Cash Flows From Investing Activities:

Real estate acquisitions, net — ( 25 )

Investment in unconsolidated joint ventures ( 8,904 ) ( 3,852 )

1 unchanged sentence

Proceeds from insurance claims, net 4,411 13,793

Issuance of notes receivable ( 56,110 ) —

Capital improvements ( 104,659 ) ( 117,231 )

4 unchanged sentences

(amounts in thousands)

Quarters Ended March 31,

Six Months Ended June 30,

Cash Flows From Financing Activities:

3 unchanged sentences

Common OP Unitholders ( 9,036 ) ( 8,422 )

Preferred Stockholders ( 8 ) ( 8 )

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

Principal payments and mortgage debt repayment ( 119,455 ) ( 31,913 )

Term loan proceeds 150,000 —

Line of credit repayment ( 526,000 ) ( 239,000 )

Line of credit proceeds 539,000 222,000

Debt issuance and defeasance costs ( 2,494 ) ( 108 )

Other ( 199 ) ( 479 )

3 unchanged sentences

Cash and restricted cash, end of period $ 33,008 $ 35,658

Quarters Ended March 31,

Six Months Ended June 30,

Supplemental Information:

1 unchanged sentence

Cash paid for the purchase of manufactured homes $ 33,655 $ 24,537

Real estate acquisitions:

Investment in real estate $ — $ ( 25 )

Real estate acquisitions, net $ — $ ( 25 )

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 95.5 % interest as of March 31, 2025.

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

13 unchanged sentences

Leases with customers renting our Sites are accounted for as operating leases.

The rental income associated with these leases is accounted for in accordance with the Accounting Standards Codification (“ASC”) 842, Leases, and is recognized over the term of the respective lease or the length of a customer’s stay.

The rental income associated with these leases is accounted for in accordance with Accounting Standards Codification (“ASC”) 842 , Leases, and is recognized over the term of the respective lease or the length of a customer’s stay.

MH Sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes.

8 unchanged sentences

Rental income derived from customers leasing homes is also accounted for in accordance with ASC 842 , Leases , and is recognized over the term of the respective lease.

The allowance for credit losses related to the collectability of lease receivables is presented as a reduction to Rental income.

The change in allowance for credit losses related to the collectability of lease receivables is presented as a reduction to Rental income.

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

18 unchanged sentences

(b) Restricted Cash

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.

As of June 30, 2025 and December 31, 2024, restricted cash consisted of $ 23.1 million and $ 19.0 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.

7 unchanged sentences

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.

Notes receivable includes a term loan made to RVC, an equity method investment of the Company, in the amount of $ 56.1 million, which is secured by the underlying Properties within the joint venture.

Refer to Note 6.

Investment in Unconsolidated Joint Ventures.

The fair market value of mortgage notes payable, the term loans 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.

Derivative Instruments and Hedging .

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

(d) Insurance Recoveries

Equity LifeStyle Properties, Inc.

1 unchanged sentence

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 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.

During the quarters ended June 30, 2025 and 2024, we recognized approximately $ 0.3 million and $ 0.7 million, respectively, of expenses related to debris removal and cleanup related to hurricane events, with $ 0.2 million and $ 0.7 million of insurance recovery revenue accruals related to the expenses incurred during the same periods.

During the quarters ended June 30, 2025 and 2024, we also recorded $ 0.6 million and $ 6.2 million, respectively, of insurance recovery revenue in excess of expenses related to hurricane events.

During the six months ended June 30, 2025 and 2024, we recognized approximately $ 1.1 million and $ 1.2 million, respectively, of expenses related to debris removal and cleanup related to hurricane events, with $ 0.8 million and $ 1.2 million of insurance recovery revenue accruals related to the expenses incurred during the same periods.

During the six months ended June 30, 2025 and 2024, we also recorded $ 0.6 million and $ 21.0 million, respectively, 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.

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.

During the quarters ended June 30, 2025 and 2024, we recognized business interruption recovery revenue of approximately $ 2.2 million and $ 1.9 million, respectively, related to Hurricane Ian.

During the six months ended June 30, 2025 and 2024, we recognized business interruption recovery revenue of approximately $ 4.0 million and $ 3.8 million, respectively, related to Hurricane Ian.

(e) New Accounting Pronouncements

10 unchanged sentences

The following table presents future minimum rents expected to be received under long-term non-cancelable tenant leases, as well as those leases that are subject to long-term agreements governing rent payments and increases:

(amounts in thousands)

As of March 31, 2025

(amounts in thousands) As of June 30, 2025

2025 $ 42,933

1 unchanged sentence

Total $ 289,689

We lease land under non-cancelable operating leases at 10 Properties expiring on various dates between 2028 and 2054.

The majority of the leases have terms requiring fixed payments plus additional rents based on a percentage of gross revenues at those Properties.

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

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.

1 unchanged sentence

Note 3 – Leases (continued)

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 March 31, 2025:

As of March 31, 2025

(amounts in thousands)

Ground Leases Office and Other Leases Total

We lease land under non-cancelable operating leases at 14 Properties expiring on various dates between 2028 and 2056.

The majority of the leases have terms requiring fixed payments plus additional rents based on a percentage of gross revenues at those Properties.

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

For the quarters ended June 30, 2025 and 2024, total operating lease payments were $ 1.8 million and $ 1.7 million, respectively.

For the six months ended June 30, 2025 and 2024, total operating lease payments were $ 3.5 million and $ 3.2 million, respectively.

As of June 30, 2025

(amounts in thousands) Ground Leases Office and Other Leases Total

2025 $ 555 $ 3,448 $ 4,003

7 unchanged sentences

Total lease liabilities $ 4,846 $ 20,822 $ 25,668

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.

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 $ 22.1 million and $ 25.7 million, respectively, as of June 30, 2025.

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

1 unchanged sentence

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 ended March 31, 2025 and 2024:

Quarters Ended March 31,

The following table sets forth the computation of basic and diluted earnings per share of common stock (“Common Share”) for the quarters and six months ended June 30, 2025 and 2024:

Quarters Ended June 30, Six Months Ended June 30,

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

21 unchanged sentences

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

$ 0.5150 June 30, 2025 June 27, 2025 July 11, 2025

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 quarters ended March 31, 2025 and 2024.

There were 43,324 OP units exchanged for Common Stock during the quarter and six months ended June 30, 2025, and no OP units exchanged for Common Stock during the quarter and six months ended June 30, 2024.

Equity Offering Program

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.

As of June 30, 2025, the full capacity of our ATM equity offering program remained available for issuance.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

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 Quarters Ended

Investment as of

Investment June 30, 2025 December 31, 2024

$ 59,462 $ 61,505

28,910 22,267

$ 88,372 $ 83,772

Income/(Loss) for the Quarters Ended Income/(Loss) for the Six Months Ended

Investment Location Number of Sites Economic

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

RVC Various 1,489 80 % (b)

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Various 1,489 80 %

$ ( 163 ) $ ( 133 ) $ ( 1,809 ) $ ( 547 )

3 unchanged sentences

_____________________

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

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

(b) Includes various other joint ventures.

Our legal ownership interest may differ.

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

During the quarter ended June 30, 2025, we made a $ 56.1 million term loan to RVC, which is presented within Notes receivable, net on the Consolidated Balance Sheets.

The joint venture used the proceeds to repay its senior secured loan at maturity on June 17, 2025.

The term loan to RVC has an interest rate of the Secured Overnight Financing Rate (“SOFR”) plus 0.10 % plus 1.25 % to 1.65 %, matures on June 17, 2026 and has an option to extend the maturity date by one year subject to our approval.

We received approximately $ 1.1 million and $ 1.3 million in distributions from our unconsolidated joint ventures for the quarters ended June 30, 2025 and 2024, respectively.

Approximately $ 0.5 million and $ 0.6 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the quarters ended June 30, 2025 and 2024, respectively, and as such, were recorded as equity in income/(loss) of unconsolidated joint ventures.

We received approximately $ 8.5 million and $ 3.1 million in distributions from our unconsolidated joint ventures for the six months ended June 30, 2025 and 2024, respectively.

Approximately $ 7.3 million and $ 1.1 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the six months ended June 30, 2025 and 2024, respectively, and as such, were recorded as equity in income/(loss) of unconsolidated joint ventures.

Note 7 – Borrowing Arrangements

2 unchanged sentences

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

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

As of June 30, 2025 As of December 31, 2024

(amounts in thousands)

1 unchanged sentence

Mortgage notes payable, excluding deferred financing costs $ 2,385,298 $ 2,833,233 $ 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 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 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.

The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of loan cost amortization on mortgage indebtedness, as of June 30, 2025, was approximately 4.0 % per annum.

The debt bears interest at

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 7 – Borrowing Arrangements (continued)

stated rates ranging from 2.4 % to 5.1 % per annum and matures on various dates ranging from 2028 to 2041.

The debt encumbered a total of 112 and 120 of our Properties as of June 30, 2025 and December 31, 2024, respectively, and the gross carrying value of such Properties was approximately $ 3,213.3 million and $ 3,268.5 million as of June 30, 2025 and December 31, 2024, respectively.

During the quarter ended June 30, 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.

Unsecured Debt

During the quarter ended June 30, 2025, we entered into a $ 240.0 million unsecured term loan agreement (the “$ 240 million Term Loan”) and drew $ 150.0 million and $ 90.0 million in May 2025 and July 2025, respectively.

The $ 240 million Term Loan bears interest at a rate of SOFR plus 1.20 % to 1.70 % depending on leverage levels and matures on May 15, 2030.

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.

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 %.

On March 1, 2023, we amended the Credit Agreement to transition the LIBOR rate borrowings to SOFR borrowings.

The LOC bears interest at a rate of 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.

5 unchanged sentences

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 $ 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.

The LOC had a balance of $ 90.0 million and $ 77.0 million outstanding as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, our LOC had a remaining borrowing capacity of $ 409.9 million.

In July 2025, we repaid $ 90.0 million on amounts outstanding on our LOC.

The carrying values of our term loans and LOC on the Consolidated Balance Sheets approximate fair value.

As of June 30, 2025, we were in compliance in all material respects with the covenants in all our borrowing arrangements.

Note 8 – Derivative Instruments and Hedging

6 unchanged sentences

Borrowing Arrangements ).

The 2021 Swap had a fixed interest rate of 0.41 % per annum.

The 2021 Swap matured on March 25, 2024.

The 2021 Swap resulted in a fixed interest rate of 0.41 % per annum on the $ 300 million Term Loan, and expired on March 25, 2024.

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

The 2023 Swap

Equity LifeStyle Properties, Inc.

1 unchanged sentence

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.

resulted in a weighted average fixed interest rate of 4.88 % per annum on the $ 200.0 million Term Loan and expires on January 21, 2027.

In April 2024, we entered into three Swap Agreements (the “2024 Swaps”) with an aggregate notional value of $ 300.0 million allowing us to trade the variable interest rate associated with our $ 300 million Term Loan for a fixed interest rate with maturity on April 17, 2026.

In connection with the repayment of the $ 300 million Term Loan on October 3, 2024 ( Note 7.

Borrowing Arrangements ), we terminated the interest rate swap agreements with an aggregate loss of $ 4.4 million.

The Company determined that it was probable the hedge forecasted transactions would not occur during the original periods, and therefore, the $ 4.4 million of losses in Accumulated Other Comprehensive Income was reclassified to Early debt retirement in the Consolidated Statements of Income and Comprehensive Income in our 2024 Form 10-K.

In May 2025, we entered into six swap agreements (the “2025 Swaps”) with an aggregate notional value of $ 240.0 million allowing us to trade the variable interest rate associated with the $ 240 million Term Loan for a fixed interest rate.

The 2025 Swaps resulted in a weighted average fixed interest rate of 4.74 % per annum on the $ 240 million Term Loan and expire on May 15, 2030.

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 March 31, As of December 31,

As of June 30, As of December 31,

(amounts in thousands) Balance Sheet Location 2025 2024

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

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

Derivatives in Cash Flow Hedging Relationship Amount of (gain)/loss recognized

in OCI on derivative

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 quarters ended March 31,

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

Interest Rate Swaps Accounts payable and other liabilities $ 2,010 $ —

The following table presents the amount of (gain)/loss recognized in Other comprehensive income/(loss) on derivatives on the Consolidated Statements of Income and Comprehensive Income (in thousands):

For the quarters ended June 30, For the six months ended June 30,

Derivatives in Cash Flow Hedging Relationship 2025 2024 2025 2024

Interest Rate Swaps $ 1,874 $ ( 1,919 ) $ 2,782 $ ( 5,976 )

The following table presents the amount of (gain)/loss reclassified from Accumulated other comprehensive income/(loss) into income on the Consolidated Statements of Income and Comprehensive Income (in thousands):

Derivatives in Cash Flow Hedging Relationship Location of (gain)/ loss reclassified from

Accumulated OCI into income For the quarters ended June 30, For the six months ended June 30,

Interest Rate Swaps Interest Expense 2025 2024 2025 2024

During the next twelve months, we estimate that $ 0.6 million will be reclassified from Accumulated other comprehensive income (loss) as a decrease to interest expense related to the 2023 Swap.

$ ( 810 ) $ 1,907 $ ( 1,531 ) $ ( 6,745 )

During the next twelve months, we estimate that $ 1.1 million will be reclassified from Accumulated other comprehensive income/(loss) as a decrease to interest expense related to the 2023 Swap and 2025 Swaps.

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

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

As of June 30, 2025, we had not posted any collateral related to the 2023 Swap or 2025 Swaps.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 8 – Derivative Instruments and Hedging (continued)

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

(amounts in thousands)

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

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

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

13 unchanged sentences

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 June 30, 2025, we awarded to certain members of our Board of Directors 18,227 shares of restricted stock at a fair value of approximately $ 1.2 million and options to purchase 15,680 shares of common stock with an exercise price of $ 63.79 .

These are time-based awards subject to various vesting dates between October 29, 2025 and April 29, 2028.

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.

1 unchanged sentence

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

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.

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 10 – Equity Incentive Awards (continued)

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.

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.

During the quarter ended March 31, 2024, 90,378 shares of restricted stock were awarded to certain members of our management team under the 2014 Equity Incentive Plan.

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.

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.

Stock-based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income, was $ 1.8 million for the quarters ended June 30, 2025 and 2024 and $ 3.6 million and $ 3.5 million for the six months ended June 30, 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 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.

As of June 30, 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

4 unchanged sentences

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 ended March 31, 2025 or 2024.

All revenues were from external customers, and there is no customer who contributed 10% or more of our total revenues during the quarters or six months ended June 30, 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 ended March 31, 2025 and 2024:

Quarter Ended March 31, 2025

The following tables summarize our segment financial information for the quarters and six months ended June 30, 2025 and 2024:

Quarter Ended June 30, 2025

(amounts in thousands) Property

6 unchanged sentences

Depreciation and amortization ( 52,649 )

Loss on sale of real estate and impairment, net ( 683 )

Interest income 2,202

8 unchanged sentences

Capital improvements $ 55,983 $ 3,475 $ 59,458

Quarter Ended March 31, 2024

Quarter Ended June 30, 2024

(amounts in thousands) Property

21 unchanged sentences

Note 12 – Reportable Segments (continued)

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,

Six Months Ended June 30, 2025

(amounts in thousands) Property

Operations Home Sales

Operations Consolidated

Operations revenues $ 727,467 $ 28,191 $ 755,658

Operations expenses ( 357,647 ) ( 24,722 ) ( 382,369 )

NOI 369,820 3,469 373,289

Reconciliation to consolidated net income:

Depreciation and amortization ( 103,591 )

Loss on sale of real estate and impairment, net ( 683 )

Interest income 4,440

Income from other investments, net 4,102

General and administrative ( 19,694 )

Casualty-related charges/(recoveries), net 324

Other expenses ( 1,819 )

Interest and related amortization ( 63,336 )

Equity in income of unconsolidated joint ventures 4,854

Consolidated net income $ 197,886

Total assets $ 5,465,841 $ 255,042 $ 5,720,883

Capital improvements $ 99,513 $ 5,146 $ 104,659

Six Months Ended June 30, 2024

(amounts in thousands) Property

Operations Home Sales

Operations Consolidated

Operations revenues $ 706,723 $ 50,608 $ 757,331

Operations expenses ( 352,456 ) ( 43,123 ) ( 395,579 )

NOI 354,267 7,485 361,752

Reconciliation to consolidated net income:

Depreciation and amortization ( 102,452 )

Interest income (1)

Income from other investments, net 4,668

General and administrative ( 20,974 )

Casualty-related charges/(recoveries), net 21,013

Other expenses (1)

Interest and related amortization ( 69,580 )

Equity in income of unconsolidated joint ventures 862

Consolidated net income $ 197,398

Total assets $ 5,391,752 $ 253,723 $ 5,645,475

Capital improvements $ 110,101 $ 7,130 $ 117,231

_____________________

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

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 12 – Reportable Segments (continued)

The following table summarizes our financial information for the Property Operations segment for the quarters and six months ended June 30, 2025 and 2024:

Quarters Ended June 30, Six Months Ended June 30,

(amounts in thousands) 2025 2024 2025 2024

16 unchanged sentences

NOI $ 173,465 $ 163,936 $ 369,820 $ 354,267

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,

The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters and six months ended June 30, 2025 and 2024:

Quarters Ended June 30, Six Months Ended June 30,

(amounts in thousands) 2025 2024 2025 2024

11 unchanged sentences

Base rent is included within property operations.

Note 13 – Subsequent Events

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