What changed in this filing

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Item 1A. Risk Factors

2026-02-18 compared with 2025-02-25 · 43 added, 34 removed, 452 unchanged (15% of the section changed)

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• changes in U.S.

social, economic and political conditions, laws and governmental regulations, including policies governing rent control, fair and equitable access to housing, property zoning, taxation, minimum wages, chattel financing, health care, foreign trade, tariffs, regulatory compliance, manufacturing, development and investment;

and Canadian relations and customer sentiment, which may influence decisions to visit our Properties or continue tenancy;

• an inflationary environment in which the costs to operate and maintain our communities increase at a rate greater than our ability to increase rents;

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We may periodically consider development and expansion activities, which are subject to risks such as construction costs exceeding original estimates and construction and lease-up delays, resulting in increased costs and lower than expected revenues.

The construction and building industry, similar to many other industries, has experienced worldwide supply chain disruptions due to a multitude of factors that are beyond our control.

As a result, we may be unable to complete our development or redevelopment projects timely and/or within our budget, which may affect our ability to lease to potential customers and adversely affect our business, financial condition and results of operations.

The construction and building industry has experienced and may at times experience supply chain disruptions, which may impact our ability to complete our development or redevelopment projects timely and/or within our budget, and which may affect our ability to lease to potential customers and adversely affect our business, financial condition and results of operations.

To the extent we engage third-party contractors to complete development or expansion activities, there is no guarantee that they can complete these activities on time and in accordance with our plans and specifications.

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Our Ability to Sell or Rent Manufactured Homes Could Be Impaired, Resulting in Reduced Cash Flows.

Selling and renting homes is a part of our business.

Selling and renting manufactured homes is a part of our business.

Our ability to sell or rent manufactured homes could be adversely affected by any of the following factors:

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Our Investments in Joint Ventures Could Be Adversely Affected by Our Lack of Sole Decision-Making Authority Regarding Major Decisions, Our Reliance on Our Joint Venture Partners’ Financial Condition, Any Disputes That May Arise Between Us and Our Joint Venture Partners and Our Exposure to Potential Losses From the Actions of Our Joint Venture Partners.

We currently and may continue to acquire properties through or make investments in joint ventures with other persons or entities.

We currently acquire, and may continue to acquire, properties through or make investments in joint ventures with other persons or entities.

Joint venture investments involve risks not present with respect to our wholly owned Properties, including the following:

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There is a Risk of Accidents, Injuries or Disease Outbreaks Occurring at Our Properties Which May Negatively Impact Our Operations.

While we maintain and promote safety at our Properties, there are inherent risks associated with certain features, assets and activities at our communities.

An accident, injury or disease outbreak at any of our communities, particularly an accident, injury or disease outbreak involving the safety of our residents, guests and employees, may be associated with claims against us involving higher assertions of damages and/or higher public visibility.

While we maintain and promote safety at our Properties, there are inherent risks associated with certain features, assets and activities at our Properties.

An accident, injury or disease outbreak at any of our Properties, particularly an accident, injury or disease outbreak involving the safety of our residents, guests and employees, may be associated with claims against us involving higher assertions of damages and/or higher public visibility.

The occurrence of an accident, injury or disease outbreak

at any of our communities could also cause damage to our brand or reputation, lead to loss of consumer confidence in us, reduce occupancy at our communities and negatively impact our results of operations.

at any of our Properties could also cause damage to our brand or reputation, lead to loss of consumer confidence in us, reduce occupancy at our Properties and negatively impact our results of operations.

Our Success Depends on Our Talented Employees, Management, Directors and Key Personnel.

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These events have caused and could in the future cause governmental and societal responses that are highly uncertain, and we cannot predict with confidence the impact a public health crisis would have on macroeconomic conditions, consumer behavior, cross-border travel, labor availability, credit and financing conditions, supply chain management, and local operations in impacted markets, all of which can materially and adversely affect our financial condition, results of operations and cash flows.

We May Experience a Decline in the Fair Value of Our Properties or Investments in Joint Ventures and Be Forced to Recognize Impairment Charges, Which Could Adversely Impact Our Financial Condition, Liquidity and Results of Operations and the Market Price of Our Common Stock.

Declines in the value of our Properties or other investments may result in the recognition of impairment charges.

We evaluate our Properties and other investments for impairments based on various triggers, including market conditions, our current intentions with respect to holding or disposing of the Properties or other investments in joint ventures and the expected future undiscounted cash flows from the Properties or other investments.

Impairments are based on estimates and assumptions that are inherently uncertain, may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant Properties or other investments.

Any such impairment could have an adverse impact on our results of operations and financial condition.

Risks Relating to Governmental Regulation and Potential Litigation

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We do not know whether existing requirements will change or whether future requirements will develop, which may require us to spend additional amounts to comply with the regulations, or may restrict our ability to conduct our business operations in ways that are profitable.

Failure to comply with these requirements could subject us to significant liability, including governmental fines or private litigation.

Failure to comply with these requirements could subject us to significant liability, including governmental fines or

private litigation.

There can be no assurance that the application of laws, regulations or policies will not occur in a manner that could have a detrimental effect on our financial condition, results of operations and cash flows.

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In our view, such regulations result in a transfer to the residents of the value of our land, which would otherwise be reflected in market rents.

As part of our effort to realize the value of Properties subject to restrictive regulation, we have initiated lawsuits at various times against various municipalities imposing such regulations in an attempt to balance the interests

of our stockholders with the interests of our customers.

In addition, we operate certain of our Properties and may acquire additional properties, in high cost markets where the demand for affordable housing may result in the adoption of new rent control legislation that may impact rent increases.

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Our Properties are dependent on state and local utility infrastructure for delivery of energy, water supply and/or other utilities.

We do not control investment in that infrastructure and the condition of the infrastructure and supply of the utilities may not be sufficient to handle impact resulting from changes in weather patterns.

We do not control investment in that infrastructure and the condition of the infrastructure and supply of the utilities may not be sufficient to handle impacts resulting from changes in weather patterns.

Over time, these conditions could result in increased incidents of physical damage to our Properties, declining demand for our Properties and increased difficulties operating them.

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Properties containing lead may require removal of the material.

This can be costly and, if the lead infiltrates the groundwater or other water supply, further remediation may be necessary.

This can be costly and, if

the lead infiltrates the groundwater or other water supply, further remediation may be necessary.

Such laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants.

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Such laws may impose fines and penalties on real property owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to the contaminant.

Moreover, certain of our marinas are

located on waterways that are subject to federal laws, including the Clean Water Act and the Oil Pollution Act, as well as analogous state laws regulating navigable waters, oil pollution, adverse impacts to fish and wildlife, and other matters.

Moreover, certain of our marinas are located on waterways that are subject to federal laws, including the Clean Water Act and the Oil Pollution Act, as well as analogous state laws regulating navigable waters, oil pollution, adverse impacts to fish and wildlife, and other matters.

For example, under the Oil Pollution Act, owners and operators of vessels and onshore facilities may be subject to liability for removal costs and damages arising from an oil spill in waters of the United States.

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Our business is subject to risks normally associated with debt financing.

The total principal amount of our outstanding indebtedness was approximately $3,229.7 million as of December 31, 2024, of which $77.0 million, or 2.38%, is related to our line of credit and $87.6 million of secured debt, or 2.71%, matures in 2025.

The total principal amount of our outstanding indebtedness was approximately $3,345.9 million as of December 31, 2025, of which $105.0 million, or 3.14%, is related to our line of credit.

Our substantial indebtedness and the cash flows associated with serving our indebtedness could have important consequences, including the risks that:

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Maryland Law Imposes Certain Limitations on Changes of Control.

Certain provisions of the Maryland General Corporation Law (“MGCL”) prohibit “business combinations” (including certain issuances of equity securities) with any person who beneficially owns 10% or more of the voting power of our outstanding common stock, or with an affiliate of ours, who, at any time within the two-year period prior to the date in question, was the owner of 10% or more of the voting power of our outstanding voting stock (an “Interested Stockholder”), or with an affiliate of an Interested Stockholder.

was the owner of 10% or more of the voting power of our outstanding voting stock (an “Interested Stockholder”), or with an affiliate of an Interested Stockholder.

These prohibitions last for five years after the most recent date on which the Interested Stockholder became an Interested Stockholder.

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We have in the past and may in the future sell shares of our common stock under an ATM equity offering program from time-to-time.

amount of dilution cannot be determined at this time and would be dependent upon numerous factors which are not currently known to us.

The actual amount of dilution cannot be determined at this time and would be dependent upon numerous factors which are not currently known to us.

Our Share Price Could Be Volatile and Could Decline, Resulting in A Substantial or Complete Loss on Our Stockholders’ Investment.

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We therefore will have to rely on third-party sources of debt and equity capital financing, which may or may not be available on favorable terms or at all.

Our access to third-party sources of capital depends on a number of things, including conditions in the capital markets generally and the market's perception of our growth potential and our current and potential future earnings.

Our access to third-party sources of capital

depends on a number of factors, including conditions in the capital markets generally and the market’s perception of our growth potential and our current and potential future earnings.

It may be difficult for us to meet one or more of the requirements for qualification as a REIT, including but not limited to our distribution requirement.

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Within certain limits, our charter permits the Board of Directors to increase the Ownership Limit with respect to any class or series of stock.

The Board of Directors, upon receipt of a ruling from the IRS,

opinion of counsel, or other evidence satisfactory to the Board of Directors and upon 15 days prior written notice of a proposed transfer which, if consummated, would result in the transferee owning shares in excess of the Ownership Limit, and upon such other conditions as the Board of Directors may direct, may exempt a stockholder from the Ownership Limit.

The Board of Directors, upon receipt of a ruling from the Internal Revenue Service (“IRS”), opinion of counsel, or other evidence satisfactory to the Board of Directors and upon 15 days prior written notice of a proposed transfer which, if consummated, would result in the transferee owning shares in excess of the Ownership Limit, and upon such other conditions as the Board of Directors may direct, may exempt a stockholder from the Ownership Limit.

Absent any such exemption, capital stock acquired or held in violation of the Ownership Limit will be transferred by operation of law to us as trustee for the benefit of the person to whom such capital stock is ultimately transferred and the stockholder’s rights to distributions and to vote would terminate.

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In connection with certain transactions, we have received, and relied upon, advice of counsel as to the impact of such transactions on our qualification as a REIT.

Our qualification as a REIT requires analysis of various facts and circumstances that may not be entirely within our control and we cannot provide any assurance that the Internal Revenue Service (the “IRS”) will agree with our analysis or the analysis of our tax counsel.

Our qualification as a REIT requires analysis of various facts and circumstances that may not be entirely within our control and we cannot provide any assurance that the IRS will agree with our analysis or the analysis of our tax counsel.

In particular, the proper U.S.

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federal income tax consequences of qualification as a REIT.

In fiscal year 2025, the One Big Beautiful Bill Act was passed, which contained a broad range of tax reform.

The Company did not experience any material impact to its tax rates, expenses or obligations from the legislation during fiscal year 2025.

Due to the dynamic nature of tax laws, projected tax liabilities could differ significantly from eventual obligations.

The total impact and interpretation of the legislation remain uncertain, and misapplication of the new laws could lead to adverse results.

If, with respect to any taxable year, we failed to maintain our qualification as a REIT (and if specified relief provisions under the Code were not applicable to such disqualification), we would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost.

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If we had to pay U.S.

federal income tax, the amount of money available to distribute to stockholders and pay indebtedness would be reduced for the year or years involved and we would no longer be required to distribute money to stockholders.

federal income tax, the amount of money available to

distribute to stockholders and pay indebtedness would be reduced for the year or years involved and we would no longer be required to distribute money to stockholders.

Although we currently intend to operate in a manner designed to allow us to qualify as a REIT, future economic, market, legal, tax or other considerations may cause us to revoke the REIT election.

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federal income tax purposes and are taxable as regular corporations and subject to certain limitations on intercompany transactions.

If tax authorities determine that amounts paid by our taxable REIT subsidiaries to us are greater than what would be paid under similar arrangements among unrelated parties, we could be subject

to a 100% penalty tax on the excess payments and ongoing intercompany arrangements could have to change, resulting in higher ongoing tax payments.

If tax authorities determine that amounts paid by our taxable REIT subsidiaries to us are greater than what would be paid under similar arrangements among unrelated parties, we could be subject to a 100% penalty tax on the excess payments and ongoing intercompany arrangements could have to change, resulting in higher ongoing tax payments.

To the extent we are required to pay U.S.

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Under the Tax Cuts and Jobs Act, or the TCJA, however, U.S.

stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026.

Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income.

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We can give no assurance that additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls.

In the future, our internal controls may not be adequate to prevent or identify irregularities or errors or to facilitate the

fair presentation of our consolidated financial statements, and there is risk that a material misstatement of our annual or quarterly financial statements may not be prevented or detected.

In the future, our internal controls may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements, and there is risk that a material misstatement of our annual or quarterly financial statements may not be prevented or detected.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

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Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities.

In either case, there could be an adverse affect on our business, financial condition and results of operations.

In any of these cases, there could be an adverse effect on our business, financial condition and results of operations.

Ineffective internal control over financial reporting could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

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In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the Property.

Our current property and casualty insurance policies with respect to our MH and RV Properties, which we plan to renew, expire on April 1, 2025.

We have a $125.0 million per occurrence limit with respect to our MH and RV all-risk property insurance program, which includes $75.0 million of coverage per occurrence for named windstorms, which include, for example, hurricanes.

Our current property and casualty insurance policies with respect to our MH and RV Properties, which we plan to renew, expires on April 1, 2026.

example, hurricanes.

The loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25.0 million aggregate loss limit for earthquake(s) in California.

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These systems, as well as our other information technology systems and our networks are subject to system security risks, cybersecurity breaches, outages, disruptions, including disruptions that result in our and our customers’ loss of access to our information systems, and other risks.

Such risks could include viruses, malware, ransomware, denial-of-service attacks, and cybersecurity attacks, attempts to gain unauthorized access to our data and computer systems or steal confidential information, including credit card information from our customers, or they could include breaches due to error, phishing scams, malfeasance or other disruptions of employees, independent contractors or consultants, that could have a materially adverse impact on business strategy, results

of operations, or financial condition.

Such risks could include viruses, malware, ransomware, denial-of-service attacks, and cybersecurity attacks, attempts to gain unauthorized access to our data (directly or through third-party vendors) and computer systems or steal confidential information, including credit card information from our customers, or they could include breaches due to error, phishing scams, malfeasance or other disruptions of employees, independent contractors or consultants, that could have a materially adverse impact on our business strategy, results of operations, or financial condition.

Third-party and supply chain attacks have increased in frequency and severity, and we cannot guarantee that the security of our service providers or any of their partners has not been compromised and our ability to require, monitor and enforce these third parties’ information security practices is limited.

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We employ a number of measures to prevent, detect and mitigate these threats, but these measures may not be sufficient to mitigate all related risks.

While we continue to improve our cybersecurity and take measures to protect our business, it may not always be possible to anticipate, detect, or recognize threats to our systems, to implement effective preventive measures, nor to ensure that our financial results will not be negatively impacted by such an incident.

While we continue to improve our cybersecurity and take measures to protect our business, it may not always be possible to anticipate, detect, or recognize threats to our systems, to implement effective preventive measures, nor to ensure that our business strategy, results of operation or financial results will not be negatively impacted by such an incident.

The extent of a particular cybersecurity attack and the steps that we may need to take to investigate the attack also may not be immediately clear.

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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 1A. Risk Factors