What changed in this filing

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Item 1. Business

2026-02-18 compared with 2025-02-25 · 46 added, 110 removed, 234 unchanged (40% of the section changed)

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We were formed in December 1992 to continue the property operations, business objectives and acquisition strategies of an entity that had owned and operated Properties since 1969.

Samuel Zell served as Chairman of our Board of Directors from the Company’s initial public offering until his passing in May 2023.

Samuel Zell served as Chairman of our Board of Directors (the “Board”) from the Company’s initial public offering until his passing in May 2023.

Zell is recognized as a founder of the modern real estate investment trust (“REIT”) industry.

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We contributed the proceeds from our various equity offerings to the Operating Partnership.

In exchange for these contributions, we received units of common interests in the partnership (“OP Units”) equal to the number of shares of common stock that have been issued in such equity offerings.

In exchange for these contributions, we received units of common interests in the Operating Partnership (“OP Units”) equal to the number of shares of common stock that have been issued in such equity offerings.

We have elected to be taxed as a REIT for U.S.

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Our primary TRS is Realty Systems, Inc.

(“RSI”) which, along with owning several Properties, is engaged in the business of purchasing, selling and leasing factory-built homes located in Properties owned and managed by us.

(“RSI”) which, along with owning several Properties and other businesses, also purchases, sells and leases factory-built homes located in Properties owned and managed by us.

RSI also offers home sale brokerage services to our residents who may choose to sell their homes rather than relocate them when moving from a Property.

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We utilize market information systems to identify and evaluate acquisition opportunities, including the use of a market database to review the primary economic indicators of the various locations in which we expect to expand our operations.

Acquisitions will be financed with the most efficient available sources of capital, which may include undistributed Funds from Operations (“FFO”), collateralized and uncollateralized borrowings, including our existing line of credit, issuance of additional equity securities, including under an at-the-market (“ATM”) equity offering program, and sales of investments.

Acquisitions will be financed with the most efficient available sources of capital, which may include undistributed Funds from Operations (“FFO”), collateralized and uncollateralized borrowings, including our existing line of credit, issuance of additional equity securities, including under our at-the-market (“ATM”) equity offering program, and sales of investments.

In addition, we have acquired and expect to acquire properties in transactions that include the issuance of OP Units as consideration for the acquired properties.

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Underwriting a project with these features allows us to access the previously untapped potential of such properties.

For example, over the past three years, we have acquired 7 Properties and 6 land parcels that contain approximately 146 acres for future expansion.

For example, over the past three years, we have acquired four Properties and three land parcels.

Human Capital Management

We recognize that our success is driven by our employees.

We invest in our employees and are committed to developing our employees’ skills and leadership abilities.

As a result, we believe our employees are dedicated to building strong, innovative and long-term relationships with each other and with our residents and guests.

We have an annual average of approximately 3,800 full-time, part-time and seasonal employees dedicated to carrying out our operating philosophy while focusing on delivering an exceptional customer experience for our residents and guests.

Our property operations are managed internally by affiliates of the Operating Partnership and are coordinated by an on-site team of employees that typically includes a manager, clerical staff and maintenance workers.

The on-site team at each Property is primarily responsible for providing maintenance and care to the property itself as well as customer service and, at times, coordinating lifestyle-oriented activities for our residents and guests.

Direct supervision of on-site management is the responsibility of our regional vice presidents and regional and district managers, who have substantial experience addressing customer needs and creating innovative approaches to provide an exceptional experience for residents and guests, which we believe also creates value for our stockholders, through focused and effective property management.

Complementing the field management staff are approximately 500 full-time employees in our home and regional offices who assist in all functions related to the management of our Properties.

Through investment in their development and leadership, our employees build strong, innovative relationships that enhance the experience of our residents and guests and create lasting value.

We have an annual average of approximately 3,700 full-time, part-time and seasonal employees dedicated to carrying out our operating philosophy while focusing on delivering a memorable customer experience for our residents and guests.

Our property operations are managed internally by affiliates of the Operating Partnership and are coordinated by an on-site team of employees.

Complementing the on-site team are approximately 500 full-time employees in our home and regional offices who assist in all functions related to the management of our Properties.

We provide equal employment opportunities to all persons, in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the Americans with Disabilities Act.

As of December 31, 2025, more than 50% of our workforce self-identified as female and more than 50% of our management positions are held by individuals self-identifying as female.

To enhance our external pool of talent, we partner with third parties and post openings to a wide variety of job boards.

We also have an annual internship program designed to, among other things, create a pipeline of qualified candidates prepared for entry-level positions within the Company.

We recognize the importance of experienced leadership and as of December 31, 2024, the average tenure for the executive team was 19 years.

The average age of our employees is 51, with ages spanning multiple generations, similar to our residents and guests.

Our employees are fairly compensated, without regard to gender, race and ethnicity and routinely recognized for outstanding performance.

Our employees are fairly compensated, without regard to gender, race and ethnicity and are routinely recognized for outstanding performance.

Our compensation program is designed to attract and retain talent.

All employees are supported with a strong training and development program and a well rounded benefits plan to help them maintain their health and financial well-being.

Employees are offered flexibility to meet personal and family needs.

We encourage our employees to take time away from work to focus on their physical and mental well-being and offer a comprehensive benefit package that includes five mental health and well-being days, paid parental and paid family leave programs that exceed minimum regulatory requirements, back up child care services, pet insurance, paw-ternity leave and paid volunteer time off.

All employees are supported with a strong training and development program and a well rounded benefits plan, including medical, dental and vision insurance and life and disability insurance.

We encourage our employees to take time away from work to focus on their physical and mental well-being and offer a comprehensive benefit package that includes paid mental health and well-being days and paid parental and paid family leave programs that exceed minimum regulatory requirements, amongst others.

In addition, we offer a competitive 401(k) plan that provides for an employer match of up to 4% with 100% vesting of all contributions immediately upon eligibility and an Employee Stock Purchase Plan providing a 15% discount for all eligible employees.

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Each employee is assigned a safety-related training curriculum tailored to their job responsibilities.

employees are encouraged to report any conditions in their workplace that raise health or safety concerns without fear of retaliation, which can be done via our confidential hotline.

We also have a confidential multi-lingual Alertline available for all employees to report Ethics and Compliance concerns.

All employees are encouraged to report any conditions in their workplace that raise health, safety, ethics or compliance concerns without fear of retaliation, which can be done through our third-party confidential hotline.

ELS is a place where talent is recognized and internal growth is promoted.

In addition to foundational safety and compliance training, team members participate in virtual and in-person learning experiences including formal new employee and manager development programs, a formal mentorship program, a “Knowledge Power Day” program providing office-based employees an opportunity to be fully immersed in the day-to-day operations at our communities, customer experience training focused on varying elements that support our values for property team members and programs to support the sense of belonging, awareness and connection at ELS.

We recognize the importance of experienced leadership and, as of December 31, 2025, the average tenure for the executive team was 20 years.

The average age of our employees is 50, with ages spanning multiple generations, similar to our residents and guests.

We invest in our people and their continuous development by providing valuable professional experiences, tailored skill and leadership development programs and meaningful opportunities to learn from internal and external experts.

We conduct annual performance, career development and compensation reviews for all employees to reward our employees based on merit and their contributions.

We continually assess and strive to enhance employee satisfaction and engagement.

We solicit employee feedback and measure engagement through a variety of employee surveys.

We look forward to inviting employees to participate in additional pulse surveys annually with focus on engagement and the overall employee experience.

We continually evaluate employee satisfaction and engagement using employee surveys to measure progress against key engagement metrics and identify opportunities for program enhancement.

Sustainability Strategy

ELS’ commitment to sustainability embraces a holistic approach which aims to support our business model, minimize our environmental impact, maintain a safe and healthy workplace and uphold a high standard of business ethics and conduct.

We understand the value of continuing to focus on sustainable practices and the highest standard of business ethics and practices, as they are critical to our overall success and building long-term stakeholder value.

With approximately 10,200 forested acres and 5,600 acres of wetland in our portfolio, we are committed to maintaining biodiversity across our portfolio and operating assets that are connected to their local and natural environments.

As a result, the consideration of environmental factors has always been part of our culture in the daily operation of our business.

With a dedicated sustainability team, we are committed to incorporating sustainability principles into our business operations in collaboration with department heads.

Our Sustainability Taskforce (the "Taskforce") supports our on-going commitment to environmental, social, governance and other public policy matters relevant to us (collectively “Sustainability matters”).

Led by the sustainability team and overseen by our Executive Vice President and Chief Operating Officer, the Taskforce is comprised of a cross-functional team of employees from asset management, investor relations, compliance, communications, operations, marketing, risk management, financial reporting, legal, human resources, tax and IT that assists Company management and the Board in:

• Setting general strategy and objectives relating to Sustainability matters;

• Developing, implementing and monitoring initiatives and policies based on that strategy;

• Overseeing communications with employees, investors and stakeholders with respect to Sustainability matters;

• Monitoring and assessing risks and opportunities relating to, and improving the Company's understanding of, Sustainability matters.

On a quarterly basis, the Taskforce reports on Sustainability matters to the Compensation, Nominating and Corporate Governance Committee (the "Compensation Committee") of the Board of Directors.

We believe that sustainable practices are vital to our overall success and building long-term shareholder value.

Mindful of the impact we have locally and nationally, we are committed to incorporating sustainability considerations into our business.

Our sustainability team supports our on-going commitment to environmental, social, governance and other public policy matters relevant to us (collectively, “Sustainability matters”) and assists Company management and the Board with setting strategies and objectives, implementing initiatives, overseeing stakeholder communications, and monitoring risks and opportunities.

Overseen by our President and Chief Operating Officer, the sustainability team is comprised of a cross-functional team of employees from asset management, investor relations, compliance, communications, operations, marketing, risk management, financial reporting, legal, human resources, tax and IT.

On a quarterly basis, the sustainability team reports on Sustainability matters to the Compensation, Nominating and Corporate Governance Committee (the “Compensation Committee”) of the Board.

The Compensation Committee is responsible for the review of our sustainability strategy and initiatives.

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Quarterly committee meetings with the Board include briefings from management regarding a wide variety of strategic initiatives, including Sustainability matters.

As Sustainability is a key strategic area at ELS, Sustainability achievements are included as a metric of consideration in the executive discretionary bonuses, of which payment is at the discretion of the Compensation Committee.

Additionally, the Audit Committee of the Board of Directors is responsible for the discussion and review of policies with respect to risk assessment and risk management, including, but not limited to, human capital, climate, cyber security and other sustainability risks.

At ELS, sustainability is at the core of Our Nature through Uniting People, Places & Purpose.

Environmental Sustainability

Our Nature is reflected in Our Places that demonstrate our environmental commitment within and beyond our property boundaries.

Our Journey at ELS encompasses a three-part strategy to manage our impact, while also focusing on how we can provide environmental benefit beyond our own operations.

Underpinning Our Journey is a practice of continual innovation.

Reducing Operational Impact

Resource Conservation and Efficiency Programs:

We aim to reduce emissions from our operations through our investments in resource conservation and efficiency.

Renewable Energy:

We seek to utilize on-site renewable energy.

Enabling Customer Impact

Customer Impact:

We enable customer conservation and efficiency by providing recycling and composting offerings;

promoting water reduction through education and technology;

and pursuing community-level certifications and procuring ENERGY STAR® certified homes to save our residents money and energy.

Enhancing Positive Impact

Protecting Biodiversity & Providing Outdoor Access:

We are committed to preserving biodiversity within our portfolio and providing outdoor access to our guests and residents.

Social Responsibility

We are in the business of building community, and we understand the importance of extending those efforts beyond our individual property lines.

Making a positive impact in the greater communities in which we operate not only helps us make a difference in the lives of others, but also enhances our knowledge of and connection to the people and places we serve.

Residents & Guests

We work to create a comfortable and welcoming environment for everyone – residents, guests and team members.

With a culture of recognition and reputation for excellence, our team members are empowered to take ownership in their jobs and help our customers create lasting memories.

Our dedicated on-site management teams are encouraged to be ambassadors of their communities and are committed to consistently delivering an exceptional experience for our residents and guests.

We believe in supporting the communities where we operate as well as the greater communities in which we live, work and play.

To maximize our efforts at giving back, we leverage a multi-pronged approach to delivering on this commitment, which includes a focus on employee engagement, community giving, strategic sponsorship and nonprofit impact.

We recognize that our success is driven by our employees.

Our full-time, part-time and seasonal team members are dedicated to carrying out our operating philosophy and focused on delivering an exceptional customer experience for our residents and guests.

Our People and Culture (Human Resources) team plays an active role in guiding our team members to success, from the moment they apply and throughout their journey with the Company.

Our Talent Acquisition team identifies top talent, guides prospective employees to the right career opportunity and ensures an equitable hiring process.

Once employed, our Learning and Development and Talent Management teams continue to support and develop our employees within a professional and community-oriented culture.

Corporate Governance

It is of the utmost importance to the Company that we maintain the highest level of ethical standards in our processes, customs, and policies.

Whether we are working with customers or vendors, we guide our actions with a clear set of established principles, and we hold ourselves accountable for ethical business practices.

We expect all employees, officers, members of management, and directors to act with honesty, integrity, fairness, and respect.

Our Nature is to empower our teammates to take ownership in their jobs, to use good judgement and to do what is right for our customers and the Company.

Good judgment based upon an understanding of the laws, regulations and principles of ethics is the best safeguard against improper or unethical conduct.

Information on our sustainability practices can be found in our 2023-24 Sustainability Report published in November 2024, which references the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) frameworks.

Information on our sustainability practices can be found in our 2024-25 Sustainability Report published in December 2025, which references the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) frameworks.

The Sustainability Report also includes information on our environmental performance and methodology for energy, greenhouse gas emissions and water metrics.

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At our Properties, a typical lease for the rental of a Site between us and the owner or renter of a home is month-to-month or for a one-year term, renewable upon the consent of both parties or, in some instances, as provided by statute.

These leases are cancellable, depending on applicable law, for non-payment of rent, violation of Property rules and regulations or other specified defaults.

Long-term leases are in effect at approximately 7,201 Sites in 21 of our MH Properties.

These leases are cancelable, depending on applicable law, for non-payment of rent, violation of Property rules and regulations or other specified defaults.

Cancelable, long-term leases are in effect at approximately 11,932 Sites in 29 of our MH Properties.

Some of these leases are subject to rental rate increases based on the Consumer Price Index (“CPI”), in some instances allowing for pass-throughs of certain items such as real estate taxes, utility expenses and capital expenditures.

Generally, adjustments to our rental rates, if appropriate, are made on an annual basis.

In Florida, which represents 38.3% of total sites and 45.3% of total property operating revenues, in connection with offering a Site in a MH community for rent, the MH community owner must deliver to the prospective resident a prospectus required by Florida Statutes Chapter 723.011, which must first be approved by the state's regulatory agency.

In Florida, which represents approximately 38% of total sites and 46% of total property operating revenues, in connection with offering a Site in a MH community for rent, the MH community owner must deliver to the prospective resident a prospectus required by Florida Statutes Chapter 723.011, which must first be approved by the state’s regulatory agency.

The prospectus contains certain required disclosures regarding the community, the rights and obligations of the MH community owner and residents and a copy of the lease agreement.

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Generally, these residents and guests cannot live full time on these Properties for reasons including their seasonal nature.

Many of them also leave deposits to reserve a Site for the following year.

Many of them also submit deposits to reserve a Site for the following year.

Properties operated under the Thousand Trails brand are primarily utilized to serve subscription members.

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In addition, members are eligible to upgrade their subscriptions, which increase usage rights during the membership term.

Certain membership upgrades require a non-refundable upfront payment, for which we offer financing options to eligible members.

Most of the subscription contracts provide for an annual dues increase, usually based on increases in the CPI.

Beginning in the first quarter of 2025, we introduced subscription-based upgrade products with two- to four-year terms and higher annual dues.

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.

Most of the subscription contracts provide for dues increases following the initial term.

Regulations and Insurance

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At certain Properties, state and local rent control laws dictate the structure of rent increases and in some cases, outline the ability to recover the costs of capital improvements.

Enactment of such laws has been considered at

various times in other jurisdictions.

Enactment of such laws has been considered at various times in other jurisdictions.

We presently expect to continue to maintain Properties and may purchase additional properties in markets that are either subject to rent control or in which rent related legislation exists or may be enacted.

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Further, the length of time between investment in a property’s development and the attainment of stabilized occupancy and the generation of profit is significant.

The initial development of the infrastructure may take up to three years and once a property is ready for occupancy, it may be difficult to attract customers to an empty property.

• Customer Base :

We believe that our Properties tend to achieve and maintain a stable rate of occupancy due to the following factors:

(i) customers typically own their own homes and display pride of ownership in maintenance and upkeep of their homes, (ii) properties tend to foster a sense of community as a result of amenities, such as clubhouses and recreational and social activities, (iii) customers often sell their homes in-place (similar to site-built residential housing), resulting in no interruption of rental payments to us and (iv) moving a factory-built home from one property to another involves substantial cost and effort.

(i) customers typically own their own homes and display pride of ownership in maintenance and

upkeep of their homes, (ii) properties tend to foster a sense of community as a result of amenities, such as clubhouses and recreational and social activities, (iii) customers often sell their homes in-place (similar to site-built residential housing), resulting in no interruption of rental payments to us and (iv) moving a factory-built home from one property to another involves substantial cost and effort.

• Lifestyle Choice :

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This imbalance is set to grow, as 16.9 million households express interest in purchasing an RV within the next five years according to the Recreational Vehicle Industry Association’s 2025 Go RVing RV Owner Demographic Profile.

RV ownership spans diverse demographics, including various age groups, with a shift towards younger, diverse families, including a growing number of RV intenders being in the 35-54 age group (46%) and more families with children under 18 joining the lifestyle.

RV ownership spans diverse demographics, including various age groups, with a shift towards younger, diverse families, a growing number of RV intenders being in the 35-54 age group (46%) and more families with children under 18 joining the lifestyle.

Additionally, camping remains a key driver of demand, with 82.4 million Americans camping in 2025 (The Dyrt’s 2026 Camping Report).

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According to 2023 U.S.

Census Bureau National Population Projections figures, the population of people ages 55 and older is expected to grow 15% within the next 14 years.

Census Bureau National Population Projections figures, the population of people ages 55 and older is expected to grow 14% from 2025 to 2040.

We believe that the housing choices in our Properties are especially attractive to such individuals throughout this lifestyle cycle.

Our Properties offer an appealing amenity package, close proximity to local services, social activities,

low maintenance and a secure environment.

Our Properties offer an appealing amenity package, close proximity to local services, social activities, low maintenance and a secure environment.

In fact, many of our Properties allow for this cycle to occur within a single Property.

The National Marine Manufacturers Association (“NMMA”) released its 2022 U.S.

Recreational Boating Statistical Abstract in January 2024.

Total recreational marine expenditures during 2022 reached a high of $59.3 billion, a 4.4% and 37.1% increase over 2021 and 2019, respectively.

According to NMMA, an estimated 85 million Americans go boating each year.

According to the U.S.

Bureau of Economic Analysis (“BEA”), demand for recreational marine purchases has continued in 2022, as boating and fishing represent the second largest outdoor recreation activities in the U.S., with $32.4 billion in current-dollar value added to the economy.

The National Marine Manufacturers Association (“NMMA”) estimates that approximately 85 million Americans, or roughly one third of U.S.

adults, participate in recreational boating annually, underscoring a broad and durable consumer demand base.

The United States has approximately 12 million registered recreational boats, with ownership disproportionately concentrated among higher income households, which supports demand stability and resilience across economic cycles.

• Construction Quality:

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Although construction of cottages, which are generally smaller homes, do not come under the same HUD regulations, they are built and certified in accordance with National Fire Protection Association (“NFPA”) 1192-15 and American National Standards Institute (“ANSI”) A119.5 consensus standards for park model recreational vehicles and have many of the same quality features.

The RVIA operates a safety standards and inspection program that requires member manufacturers of all recreation vehicles, including park model RVs, to certify that each unit built complies with the requirements of the applicable standards.

The RV Industry Association (“RVIA”) operates a safety standards and inspection program that requires member manufacturers of all recreation vehicles, including park model RVs, to certify that each unit built complies with the requirements of the applicable standards.

• Comparability to Site-Built Homes:

Since inception, the manufactured housing industry has experienced a trend toward multi-section homes.

The average current manufactured homes are approximately 1,471 square feet.

The average manufactured homes are approximately 1,460 square feet.

Many such homes have nine-foot or vaulted ceilings, fireplaces and as many as four bedrooms and closely resemble single-family ranch-style site-built homes at a fraction of the price.

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According to the 2023 U.S.

Census American Community Survey, manufactured homes represent 7.5% of single-family housing units.

Census American Housing Survey, manufactured homes represent 5.4% of single-family housing units.

• Second-Home and Vacation Home Demographics:

The National Association of Realtors (“NAR”) released their Vacation Home Counties Report in 2021, which indicated that vacation home sales surged throughout the pandemic.

In 2020, vacation home sales rose by 16.4%, outpacing the 5.6% growth in total existing-home sales.

The share of vacation home sales to total existing-home sales increased to 6.7% in the first four months of 2021, up from a 5% share in 2019.

In 2020, the number of recent home buyers who own more than one home was 17%, up from 16% in 2019, according to NAR.

NAR reports that owning more than one property was most common for buyers aged 65 years and older at 22%.

Additionally, NAR reports that of second homebuyers from October 2015 through September 2020, 39% purchased in resort areas, 16% purchased in small towns and 15% purchased in rural areas.

Looking ahead, we expect continued strong demand from baby boomers and Generation X.

We believe these individuals will continue to drive the market for second-home sales as vacation properties, investment opportunities, or retirement retreats.

We believe it is likely that over the next decade we will continue to see high levels of second-home sales and that manufactured homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes.

According to the National Association of Home Builders (“NAHB”) estimates of the 2023 American Community Survey, the U.S.

had approximately 5.7 million second homes in 2023, representing approximately 4% of total housing stock, with a meaningful concentration in leisure-oriented

states such as Florida, Arizona, Michigan, North Carolina and coastal and mountain markets across the Northeast and West and a focus toward seasonal, retirement and life-style driven demand, which closely aligns with our core resident demographic and portfolio composition.

We believe it is likely that we will continue to see high levels of second-home sales and that manufactured homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes.

Notwithstanding our belief that the industry information highlighted above provides us with significant long-term growth opportunities, our short-term growth opportunities could be disrupted by the following:

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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-K

Item 1. Business