What changed in this filing

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Item 9A. Controls and Procedures

2026-02-18 compared with 2025-02-25 · 372 added, 384 removed, 1430 unchanged (35% of the section changed)

17 unchanged sentences

During the quarter ended December 31, 2025, none of the Company’s directors or officers adopted , terminated or modified any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

On July 4, 2025, President Trump signed into law the legislation known as the One Big Beautiful Bill Act (the “OBBBA”).

The OBBBA made significant changes to the U.S.

federal income tax laws in various areas.

Among the notable changes, the OBBBA permanently extended certain provisions that were enacted in the Tax Cuts and Jobs Act of 2017, most of which were set to expire after December 31, 2025.

As a result of such extensions, individuals and other non-corporate taxpayers

will continue to be entitled to a 20% deduction for certain “qualified REIT dividends” for taxable years after 2025, subject to certain requirements, and the maximum U.S.

federal income tax rate on ordinary income for individuals and other non-corporate taxpayers will continue to be 37% after 2025 (before application of the 3.8% Medicare tax on “net investment income”).

In addition, the OBBBA also increased the percentage limit under the REIT asset test applicable to securities of one or more taxable REIT subsidiaries from 20% to 25% for 2026 and subsequent taxable years.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

74 unchanged sentences

Business Ethics and Conduct Policy, dated October 28, 2025

Policy on Securities Trading

Policy on Securities Trading, dated October 28, 2025

Subsidiaries of the Registrant

25 unchanged sentences

(m) Included as an exhibit to our Report on Form 10-Q for the quarter ended June 30, 2016

(n) Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2006

(n) Included as an exhibit to our Report on Form 10-Q for the quarter ended March 31, 2025

(o) Included as an exhibit to our Report on Form 8-K filed April 23, 2021

14 unchanged sentences

Marguerite Nader

President and Chief Executive Officer

Vice Chairman and Chief Executive Officer

(Principal Executive Officer)

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/s/ M ARGUERITE N ADER

President, Chief Executive Officer and Director (Principal Executive Officer) February 24, 2025

Vice Chairman and Chief Executive Officer (Principal Executive Officer) February 17, 2026

Marguerite Nader

79 unchanged sentences

Opinion on Internal Control Over Financial Reporting

We have audited Equity LifeStyle Properties, Inc.’s (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We have audited Equity LifeStyle Properties, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Equity LifeStyle Properties, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated February 17, 2026 expressed an unqualified opinion thereon.

41 unchanged sentences

Deferred membership revenue

221,498 229,301

Accrued interest payable 11,333 10,679

9 unchanged sentences

Distributions in excess of accumulated earnings ( 225,045 ) ( 214,979 )

Accumulated other comprehensive income 2,303 6,061

Accumulated other comprehensive income/(loss) ( 2,208 ) 2,303

Total Stockholders’ Equity 1,756,275 1,740,716

10 unchanged sentences

Annual membership subscriptions 69,266 65,883 65,379

Membership upgrade sales 16,433 14,719 12,958

Membership upgrade revenue 12,412 16,433 14,719

Other income 62,794 75,354 67,407

16 unchanged sentences

Total expenses 1,140,033 1,145,484 1,169,366

Income before income taxes and other items 380,682 320,057 295,462

Income before taxes and other items 391,349 380,682 320,057

Gain/(Loss) on sale of real estate and impairment, net 919 ( 2,466 ) ( 3,581 )

Income tax benefit 3,273 354 10,488

Equity in income of unconsolidated joint ventures 6,248 2,713 3,363

Equity in income/(loss) of unconsolidated joint ventures 6,520 6,248 2,713

Consolidated net income 402,061 384,818 329,677

32 unchanged sentences

Issuance of Common Stock through employee stock purchase plan — 1,983 — — — — 1,983

Issuance of Common Stock 3 28,367 — — — — 28,370

Compensation expenses related to restricted stock and stock options — 14,711 — — — — 14,711

8 unchanged sentences

Issuance of Common Stock through employee stock purchase plan — 1,790 — — — — 1,790

Issuance of Common Stock 45 317,342 — — — — 317,387

Compensation expenses related to restricted stock and stock options — 6,702 — — — — 6,702

8 unchanged sentences

Issuance of Common Stock through employee stock purchase plan — 1,505 — — — — 1,505

Issuance of Common Stock 45 317,342 — — — — 317,387

Compensation expenses related to restricted stock and stock options — 7,252 — — — — 7,252

20 unchanged sentences

Debt premium amortization — — ( 62 )

Equity in income of unconsolidated joint ventures ( 6,248 ) ( 2,713 ) ( 3,363 )

Equity in (income)/loss of unconsolidated joint ventures ( 6,520 ) ( 6,248 ) ( 2,713 )

Distributions of income from unconsolidated joint ventures 395 1,331 1,328

2 unchanged sentences

Revenue recognized from membership upgrade sales upfront payments ( 13,736 ) ( 16,433 ) ( 14,719 )

Commission expense recognized related to membership sales 4,577 4,211 4,101

Commission expense related to memberships sales 4,969 4,577 4,211

Deferred income tax benefit ( 1,222 ) ( 354 ) ( 10,488 )

6 unchanged sentences

Deferred membership revenue

5,934 31,148 35,313

Rents and other customer payments received in advance and security deposits ( 1,954 ) ( 4,003 ) 3,415

2 unchanged sentences

Real estate acquisitions, net — ( 1,334 ) ( 9,326 )

Proceeds from disposition of properties, net 2,525 — —

Investment in unconsolidated joint ventures ( 9,689 ) ( 10,343 ) ( 9,275 )

1 unchanged sentence

Proceeds from insurance claims, net 9,358 19,703 5,309

Issuance of notes receivable ( 56,110 ) — —

Capital improvements ( 237,091 ) ( 241,279 ) ( 317,086 )

17 unchanged sentences

Net cash used in financing activities ( 292,509 ) ( 384,244 ) ( 215,662 )

Net (decrease) increase in cash and restricted cash ( 5,361 ) 7,590 ( 101,051 )

Net increase (decrease) in cash and restricted cash 1,556 ( 5,361 ) 7,590

Cash and restricted cash, beginning of period 24,576 29,937 22,347

11 unchanged sentences

Investment in real estate $ — $ ( 1,334 ) $ ( 10,057 )

Notes receivable, net — — ( 772 )

Other assets, net — — 13

Deferred membership revenue — — 315

Accounts payable and other liabilities — — 1,131

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

63 unchanged sentences

Above and below-market leases Applicable lease term

Repairs and maintenance are expensed as incurred and are recorded in Property operating and maintenance on the Consolidated Statements of Income and Comprehensive Income.

Long-lived assets to be held and used, including our investment in real estate, are evaluated for impairment indicators quarterly or whenever events or changes in circumstances indicate a possible impairment.

Our judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, environmental and legal factors.

Future events could occur which would cause us to conclude that impairment indicators exist and an impairment loss is warranted.

Our judgments regarding the

Equity LifeStyle Properties, Inc.

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Note 2—Summary of Significant Accounting Policies (continued)

existence of impairment indicators are based on factors such as operational performance, market conditions, environmental and legal factors.

Future events could occur which would cause us to conclude that impairment indicators exist and an impairment loss is warranted.

If an impairment indicator exists related to a long-lived asset that is held and used, the expected future undiscounted cash flows are compared against the carrying amount of that asset.

1 unchanged sentence

If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded for the carrying amount in excess of the estimated fair value, if any, of the asset.

During the year ended December 31, 2024, we recorded $ 0.9 million and $ 1.8 million reductions to the carrying value of certain assets as a result of Hurricane Milton and Hurricane Helene, respectively, and an insurance recovery accrual related to Hurricane Milton of $ 0.2 million.

During the year ended December 31, 2023, we recorded a $ 3.6 million reduction to the carrying value of certain assets, as a result of property damage caused by weather events in 2023.

(d) Acquisitions

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Land – Market approach based on similar, but not identical, transactions in the market.

Adjustments to comparable sales based on both quantitative and qualitative data.

Adjustments to comparable sales are based on both quantitative and qualitative data.

Depreciable property – Cost approach based on market comparable data to replace adjusted for local variations, inflation and other factors.

1 unchanged sentence

In-place leases – In-place leases are determined through a combination of estimates of market rental rates and expense reimbursement levels as well as an estimate of the length of time required to replace each lease.

Above-market assets/below-market liabilities – Income approach based on discounted cash flows comparing contractual cash flows to be paid pursuant to the leases and our estimate of fair market lease rates over the remaining non-cancelable lease terms.

Above-market lease assets/below-market lease liabilities – Income approach based on discounted cash flows comparing contractual cash flows to be paid pursuant to the leases and our estimate of fair market lease rates over the remaining non-cancelable lease terms.

For below-market leases, we also consider remaining initial lease terms plus any renewal periods.

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We amortize identified intangible assets and liabilities that are determined to have finite lives over the period the assets and liabilities are expected to contribute directly or indirectly to the future cash flows of the Property or business acquired.

Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that their carrying

Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its estimated fair value.

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 2—Summary of Significant Accounting Policies (continued)

amounts may not be recoverable.

An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its estimated fair value.

The excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed in a business combination is recorded as goodwill.

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The estimated annual aggregated amortization expense to be recognized over each of the next five years is $ 2.8 million.

The weighted average remaining useful life is approximately six years .

(f) Assets Held for Sale

In determining whether to classify a real estate asset held for sale, we consider whether:

(i) management has committed to a plan to sell the asset;

(ii) the asset is available for immediate sale in its present condition, subject only to terms that are usual and customary;

(iii) we have initiated a program to locate a buyer;

(iv) we believe that the sale of the real estate asset is probable within one year;

(v) we are actively marketing the investment property for sale at a price that is reasonable in relation to its current value and (vi) actions required for us to complete the plan indicate that it is unlikely that any significant changes will be made.

If all of the above criteria are met, we classify the real estate asset as held for sale.

When all of the above criteria are met, we discontinue depreciation or amortization of the asset, measure it at the lower of its carrying amount or its fair value less estimated cost to sell and present it separately as an asset held for sale, net on the Consolidated Balance Sheets.

We also present the liabilities related to assets held for sale, if any, separately on the Consolidated Balance Sheets.

In connection with the held for sale evaluation, if the disposal represents a strategic shift that has, or will have, a major effect on our consolidated financial statements, then the transaction is presented as discontinued operations.

(g) Restricted Cash

The weighted average remaining useful life is approximately five years .

(f) Restricted Cash

As of December 31, 2025 and 2024, restricted cash consisted of $ 18.2 million and $ 19.0 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.

(h) Fair Value of Financial Instruments

(g) Fair Value of Financial Instruments

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

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

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

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

The fair market value of mortgage notes payable, the term loan and interest rate derivative are measured with Level 2 inputs using quoted prices and observable inputs from similar liabilities as disclosed in Note 9.

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

Notes receivable includes a term loan made to 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 7.

Investment in Unconsolidated Joint Ventures .

The fair market value of mortgage notes payable, term loans and interest rate derivative are measured with Level 2 inputs using quoted prices and observable inputs from similar liabilities as disclosed in Note 9.

Borrowing Arrangements and Note 10.

Derivative Instruments and Hedging Activities.

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

(h) Deferred Financing Costs, Net

Deferred financing costs are amortized over the terms of the respective loans on a straight-line basis.

Unamortized deferred financing costs are written-off when debt is retired before the maturity date.

Deferred financing costs, net were $ 24.3 million and $ 25.1 million as of December 31, 2025 and 2024, respectively.

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 2—Summary of Significant Accounting Policies (continued)

We also utilize Level 2 and Level 3 inputs as part of our determination of the purchase price allocation for our acquisitions as disclosed in Note 6.

Investment in Real Estate.

(i) Deferred Financing Costs, Net

Deferred financing costs are being amortized over the terms of the respective loans on a straight-line basis.

Unamortized deferred financing costs are written-off when debt is retired before the maturity date.

Deferred financing costs, net were $ 25.1 million and $ 29.5 million as of December 31, 2024 and 2023, respectively.

(j) Allowance for Credit Losses

We account for allowance for credit losses under the current expected credit loss ("CECL") impairment model for our financial assets, including receivables from tenants, receivables for annual membership subscriptions, Contracts Receivable and Chattel Loans (See Note 8.

Notes Receivable, net for definition of these terms), and present the net amount of the financial instrument expected to be collected.

(i) Allowance for Credit Losses

We account for allowance for credit losses under the current expected credit loss (“CECL”) impairment model for our financial assets, including receivables from tenants, receivables for annual membership subscriptions, notes receivable, contracts receivable and chattel loans, and present the net amount of the financial instrument expected to be collected.

The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions.

5 unchanged sentences

Balance, end of year $ 20,064 $ 23,576

(k) Revenue Recognition

(j) Revenue Recognition

Our revenue streams are predominantly derived from customers renting our Sites or entering into membership subscriptions.

3 unchanged sentences

Leases with our customers are accounted for as operating leases.

Rental income is accounted for in accordance with the Accounting Standard Codification (ASC) 842, Leases , and is recognized over the term of the respective lease or the length of a customer's stay.

Rental income is accounted for in accordance with Accounting Standard Codification (ASC) 842, Leases , and is recognized over the term of the respective lease or the length of a customer’s stay.

We do not separate expenses reimbursed by our customers (“utility recoveries”) from the associated rental revenue as we meet the practical expedient criteria to combine these lease and non-lease components.

We assessed the criteria and concluded that the timing and pattern of transfer for rental revenue and the associated utility recoveries are the same and because our leases qualify as operating leases, we account for and present rental revenue and utility recoveries as a single component under Rental income in our Consolidated Statements of Income and Comprehensive Income.

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

A membership subscription gives the customer the right to a set schedule of usage at a specified group of Properties.

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

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

The non-refundable upfront payments are recognized on a straight-line basis over 24 years, which is our estimated membership upgrade contract term.

Income from home sales is recognized when the earnings process is complete.

We account for and present rental revenue and utility recoveries as a single component under Rental income in our Consolidated Statements of Income and Comprehensive Income as the timing and pattern of transfer for rental revenue and the associated utility recoveries are the same.

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

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

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

Beginning in the first quarter of 2025, membership upgrade product offerings include two - to four-year term subscription products.

Prior to the introduction of subscription-based upgrade products, membership upgrades required non-refundable upfront payments, with an option to finance the upfront payments.

Beginning in the first quarter of 2025, upfront payment upgrade products and related financing options are no longer being offered by the Company, but members in good standing are entitled to enhanced benefits for as long as they choose to remain in the program.

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

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

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

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

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

Revenue from home sales is recognized when the earnings process is complete.

The earnings process is complete when the home has been delivered, the purchaser has accepted the home and title has transferred.

During 2024, the Company identified aged prepaid balances and determined these to no longer be liabilities of the Company.

The reversal of these balances as an out-of-period adjustment resulted in an overstatement of Other income in the Consolidated Statements of Income and Comprehensive Income of $ 6.8 million for the year ended December 31, 2024, which is not material to the current period, or to any previously reported periods.

(l) Stock Based Compensation

Stock-based compensation expense for restricted stock awards with service conditions is measured based on the grant date fair value and recognized on a straight-line basis over the requisite service period of the individual grants.

We have a limited program under which we purchase loans made by an unaffiliated lender to homebuyers at our Properties.

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

During the year ended December 31, 2024, the Company identified aged prepaid balances and determined these to no longer be liabilities of the Company.

The reversal of these balances as an out-of-period adjustment resulted in an overstatement

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 2—Summary of Significant Accounting Policies (continued)

of Other income in the Consolidated Statements of Income and Comprehensive Income of $ 6.8 million for the year ended December 31, 2024, which is not material to any previously reported periods.

(k) Stock-Based Compensation

Stock-based compensation expense for restricted stock awards with performance conditions is measured based on the grant date fair value and recognized on a straight-line basis over the performance period of the individual grants, when achieving the performance targets is considered probable.

6 unchanged sentences

The dividend yield assumption is based on our expectation of dividend payouts.

(m) Insurance Recoveries

(l) 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 are recognized in the period in which the insurance proceeds are received.

During the year ended December 31, 2024, we recognized debris removal and cleanup costs related to Hurricane Milton, Hurricane Ian and Hurricane Helene of $ 3.6 million, $ 2.6 million, and $ 1.2 million, respectively, and insurance recovery revenue related to Hurricane Ian and Hurricane Milton of $ 24.9 million and $ 3.4 million, respectively, including $ 22.3 million for reimbursement of capital expenditures, which is included in Casualty related charges/recoveries, net in the Consolidated Statements of Income and Comprehensive Income.

During the year ended December 31, 2023, we recognized expenses of $ 13.4 million related to debris removal and cleanup costs related to Hurricane Ian and an offsetting insurance recovery revenue accrual of $ 13.4 million related to the expected insurance recovery as a result of Hurricane Ian, which is included in Casualty related charges/recoveries, net in the Consolidated Statements of Income and Comprehensive Income.

During the year December 31, 2022, we recognized expenses of approximately $ 40.6 million related to debris removal and cleanup related to Hurricane Ian and an offsetting insurance recovery revenue accrual of $ 40.6 million, which is included in Casualty related charges/recoveries, net in the Consolidated Statements of Income and Comprehensive Income.

During the years ended December 31, 2024 and December 31, 2023, we received insurance proceeds of approximately $ 32.4 million and $ 68.3 million, respectively, of which $ 7.6 million and $ 10.6 million were identified as business interruption recovery revenue, respectively, related to Hurricane Ian.

(n) Non-Controlling Interests

During the years ended December 31, 2025, 2024 and 2023, we recognized debris removal and cleanup costs related to hurricane events, including Hurricane Ian, of $ 0.6 million, $ 7.4 million and $ 13.4 million, respectively, with $ 0.8 million, $ 6.0 million and $ 13.4 million, respectively, of insurance recovery revenue accruals related to the expenses.

During the years ended December 31, 2025, 2024 and 2023, we also recorded $ 4.3 million, $ 22.3 million and $ 3.5 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 years ended December 31, 2025, 2024 and 2023, we received insurance proceeds of approximately $ 12.0 million, $ 32.4 million and $ 68.3 million, respectively, of which $ 6.6 million, $ 7.6 million and $ 10.6 million, respectively, were identified as business interruption recovery revenue related to Hurricane Ian.

(m) Non-Controlling Interests

The OP Units are exchangeable for shares of common stock on a one -for-one basis at the option of the Common OP Unitholders, which we may, in our discretion, cause the Operating Partnership to settle in cash.

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Issuance of additional shares of common stock or OP Units would change the percentage ownership of both the Non-controlling interests – Common OP Units and the common stockholders.

(o) Income Taxes

(n) Income Taxes

Due to our structure as a REIT, the results of operations contain no provision for U.S.

federal income taxes for the REIT.

As of December 31, 2024 and 2023, the REIT had a federal net operating loss carryforward of approximately $ 46.1 million and $ 48.6 million, respectively.

The Company utilized $ 2.3 million and $ 3.1 million of the net operating loss carryforward to offset its tax and distribution requirements for the years ended December 31, 2024 and 2023, respectively.

The REIT is entitled to utilize the net operating loss carryforward only to the extent that the REIT taxable income exceeds our deduction for dividends

As of December 31, 2025 and 2024, the REIT had a federal net operating loss carryforward of approximately $ 15.3 million and

Equity LifeStyle Properties, Inc.

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Note 2—Summary of Significant Accounting Policies (continued)

$ 46.1 million, respectively.

The Company utilized zero and $ 2.3 million of the net operating loss carryforward to offset its tax and distribution requirements for the years ended December 31, 2025 and 2024, respectively.

The REIT is entitled to utilize the net operating loss carryforward only to the extent that the REIT taxable income exceeds our deduction for dividends paid.

Due to the uncertainty regarding the use of the REIT net operating loss carryforward, no net tax asset for the REIT has been recorded as of December 31, 2025 and 2024.

In addition, we own certain TRSs, which are subject to federal and state income taxes at regular corporate tax rates and have federal net operating loss carryforwards.

We regularly assess the need for a valuation allowance against our deferred tax assets and concluded at December 31, 2024 that no valuation allowance should be recorded.

We regularly assess the need for a valuation allowance against our deferred tax assets and concluded at December 31, 2025 and 2024 that no valuation allowance should be recorded.

During the year ended December 31, 2023, we released the full valuation allowance of $ 10.5 million.

As of December 31, 2024 and December 31, 2023, our deferred tax assets were $ 10.8 million and $ 10.5 million, respectively.

As of December 31, 2025 and 2024, our deferred tax assets were $ 12.1 million and $ 10.8 million, respectively.

The REIT remains subject to certain foreign, state and local income, excise or franchise taxes;

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income tax examinations by tax authorities for years before 2022.

As of December 31, 2024, net investment in real estate and notes receivable had a U.S.

federal tax basis of approximately $ 5.2 billion (unaudited) and $ 61.6 million (unaudited), respectively.

During the years ended December 31, 2024, 2023 and 2022, our tax treatment of common stock distributions was as follows (unaudited):

As of December 31, 2025, notes receivable had a U.S.

federal tax basis of approximately $ 63.9 million (unaudited).

Refer to Schedule III for net investment in real estate U.S.

federal tax basis.

Our tax treatment of common stock distributions was as follows:

For the Years Ended December 31,

2025 2024 2023

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Distributions declared per common stock outstanding $ 1.964 $ 1.910 $ 1.795

The quarterly distribution paid on January 10, 2025 of $ 0.477500 (unaudited) per share of common stock were all allocated to 2024 for federal tax purposes.

(p) New Accounting Pronouncements

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

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

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

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

We adopted ASU 2023-07 for the year ended December 31, 2024.

See Note 16—Reportable Segments for more information.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09"), which enhances the transparency and decision usefulness of income tax disclosures.

This update is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

We are currently evaluating the impact of ASU 2023-09, but do not expect the adoption to have a material impact on our consolidated financial statements.

The quarterly distribution paid on January 9, 2026 is a split year distribution with $ 0.418345 per share of common stock considered a distribution made in 2025 and $ 0.096655 per share of common stock allocable to 2026 for federal tax purposes.

(o) New Accounting Pronouncements

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

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Note 3— Leases

Rental income derived from customers renting our Sites is accounted for in accordance with ASC 842, Leases , and is recognized over the term of the respective operating lease or the length of a customer's stay.

Rental income derived from customers renting our Sites is recognized over the term of the respective operating 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.

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The leases entered into between the customer and us for a rental of a Site are renewable upon the consent of both parties or, in some instances, as provided by statute.

Long-term leases that are non-cancelable by the tenants are in effect at certain Properties.

Cancelable, long-term leases are in effect at certain Properties.

Rental rate increases at these Properties are primarily a function of increases in the Consumer Price Index, taking into consideration certain conditions.

Additionally, periodic market rate adjustments are made as deemed appropriate.

In addition, certain state statutes allow entry into long-term agreements that effectively modify lease terms related to rent amounts and increases over the term of the agreements.

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 December 31, 2024

2025 $ 82,241

Thereafter 45,074

Total $ 305,583

In addition, certain state statutes allow entry into cancelable, long-term agreements that effectively modify lease terms related to rent amounts and increases over the term of the agreements.

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

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For the years ended December 31, 2025, 2024 and 2023, total operating lease payments were $ 7.1 million, $ 4.5 million and $ 6.5 million, respectively.

The following table presents the operating lease payments for the year ended December 31, 2024, 2023 and 2022:

Years Ended December 31,

The following table presents the operating lease payments in which we are the lessee:

For the Years Ended December 31,

(amounts in thousands) 2025 2024 2023

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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 December 31, 2025:

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 3—Leases (continued)

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

8 unchanged sentences

Total lease liabilities $ 4,533 $ 19,431 $ 23,964

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

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

Right-of-use (“ROU”) assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $ 20.8 million and $ 24.0 million, respectively, as of December 31, 2025.

The weighted average remaining lease term for our operating leases was seven years , and the weighted average incremental borrowing rate was 4.1 % at December 31, 2025.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 3—Leases (continued)

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Basic and fully diluted earnings per share are based on the weighted average shares outstanding during each year.

The following table sets forth the computation of basic and diluted earnings per share of common stock (Common Share), for the years ended December 31, 2024, 2023 and 2022:

Years Ended December 31,

The following table sets forth the computation of basic and diluted earnings per share of common stock (Common Share):

For the Years Ended December 31,

(amounts in thousands, except per share data) 2025 2024 2023

Net income available to Common Stockholders—Basic $ 386,492 $ 366,998 $ 314,191

Amounts allocated to dilutive securities 17,804 15,470 14,198

Amounts allocated to non-controlling interests (dilutive securities) 15,553 17,804 15,470

Net income available to Common Stockholders—Fully Diluted $ 402,045 $ 384,802 $ 329,661

3 unchanged sentences

Stock options and restricted stock 55 92 151

Weighted average Common Shares outstanding—Fully Diluted 196,636 195,429 195,255

Weighted average Common Shares outstanding and OP Units – Fully Diluted 200,114 196,636 195,429

Earnings per Common Share—Basic:

5 unchanged sentences

On November 1, 2024, we entered into our current 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.

Prior to establishing our current ATM program, the February ATM had an

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 5—Common Stock and Other Equity Related Transactions (continued)

aggregate offering price of up to $ 500.0 million.

During the year ended December 31, 2024, we sold approximately 4.5 million shares of our common stock at a price of $ 70.00 per Common Share from the February ATM.

Upon establishing our current ATM program, we terminated the February ATM, of which approximately $ 185.0 million remained available for issuance.

The following table presents the shares that were issued under our prior ATM equity offering programs, during the years ended December 31, 2024, 2023, and 2022:

Years Ended December 31,

Prior to establishing our current ATM program, our prior ATM had an aggregate offering price of up to $ 500.0 million.

During the year ended December 31, 2024, we sold approximately 4.5 million shares of our common stock at a price of $ 70.00 per Common Share from our prior ATM.

Upon establishing our current ATM program, we terminated the prior ATM, of which approximately $ 185.0 million remained available for issuance.

The following table presents the shares that were issued under our prior ATM equity offering programs:

For the Years Ended December 31,

(amounts in thousands, except share data)

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Pursuant to the ESPP, certain of our employees and directors may each annually acquire up to $ 250,000 of our common stock.

The common stock may be purchased monthly at a price equal to 85 % of the lesser of:

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 5—Common Stock and Other Equity Related Transactions (continued)

common stock may be purchased monthly at a price equal to 85 % of the lesser of:

(a) the closing price for a share of common stock on the last day of the offering period and (b) the closing price for a share of common stock on the first day of the offering period.

5 unchanged sentences

The following table presents the changes in our outstanding common stock (excluding OP Units of 6,448,705 , 9,103,904 and 9,104,654 outstanding at December 31, 2025, 2024 and 2023, respectively):

Years Ended December 31,

For the Years Ended December 31,

2025 2024 2023

2 unchanged sentences

Common stock issued through exchange of OP Units 2,655,199 750 160,911

Common stock issued through exercise of options 16,611 — —

Common stock issued through restricted stock grants 117,992 107,004 143,275

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The remaining approximately 3.2 %, 4.5 % and 4.7 % as of December 31, 2025, 2024 and 2023, respectively, was owned by the Common OP Unitholders.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 5—Common Stock and Other Equity Related Transactions (continued)

The following regular quarterly distributions have been declared and paid to common stockholders and Common OP Unitholders since January 1, 2023:

12 unchanged sentences

$ 0.5150 December 31, 2025 December 26, 2025 January 9, 2026

Note 6— Investment in Real Estate

During the year ended December 31, 2024, we acquired rental cabins at one of our properties for $ 1.3 million.

During the year ended December 31, 2023, we completed the acquisition of Red Oak Shores Campground, a 223 -site RV community located in Ocean View, New Jersey for a purchase price of $ 9.5 million.

We also acquired two land parcels adjacent to two of our properties, containing approximately two acres for a combined purchase price of $ 0.5 million.

All acquisitions were accounted for as asset acquisitions under ASC 805, Business Combinations and were funded from our unsecured line of credit.

We engaged third-party valuation firms to assist with our purchase price allocation when necessary.

The following table summarizes the fair value of the assets acquired and liabilities assumed for the years ended December 31, 2024 and 2023, which we determined using Level-3 inputs for land and buildings and other depreciable property and Level-2 inputs for the others:

Years Ended December 31,

(amounts in thousands)

Assets acquired

Land $ 25 $ 2,715

Buildings and other depreciable property 1,309 6,759

In-place leases (a)

Net investment in real estate $ 1,334 $ 10,057

Other assets — —

Total assets acquired $ 1,334 $ 10,057

Liabilities assumed

Other liabilities — 731

Total liabilities assumed $ — $ 731

Net assets acquired $ 1,334 $ 9,326

_____________________

(a) In-place leases are included in buildings and other depreciable property on the Consolidated Balance Sheets.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 6— Investment in Real Estate

During the year ended December 31, 2025, we disposed of two RV communities in the Property Operations segment for gross proceeds of $ 2.8 million.

The dispositions resulted in a gain on sale of $ 1.4 million, which is included in Gain/(Loss) on sale of real estate and impairment, net in the Consolidated Statements of Income and Comprehensive Income.

During the years ended December 31, 2024 and 2023, we recorded a $ 2.7 million reduction in the carrying value of certain assets related to Hurricanes Milton and Helene and a $ 3.6 million reduction to the carrying value of certain assets as a result of property damage caused by weather events, respectively, which are included in Gain/(Loss) on sale of real estate and impairment, net in the Consolidated Statements of Income and Comprehensive Income.

Note 7— Investment in Unconsolidated Joint Ventures

The following table summarizes our investment in unconsolidated joint ventures (investment amounts in thousands):

Investment as of December 31, Income/(Loss) for Years Ended December 31,

Investment Location Number

of Sites Economic Interest (a)

Investment as of

Investment December 31, 2025 December 31, 2024

$ 56,638 $ 61,505

Meadows Various 1,077 50 % $ 405 $ 534 $ 7,659 $ 2,676 $ 2,458

Lakeshore Florida 721 (b)

28,403 22,267

Voyager Arizona — — % (c)

ECHO JV Various — 50 % 2,783 2,773 10 ( 190 ) 958

RVC Various 1,489 80 % (d)

$ 85,041 $ 83,772

Mulberry Farms Arizona 200 50 % 9,669 10,546 ( 750 ) ( 246 ) ( 169 )

Hiawassee KOA JV Georgia 283 50 % 5,561 5,623 136 ( 393 ) ( 23 )

Income/(Loss) for the Years Ended December 31, (d)

Investment Location Number

of Sites Economic Interest (c)

2025 2024 2023

Various 1,489 80 % ( 2,952 ) ( 1,630 ) ( 585 )

Various 2,414 49 % to 65 %

9,472 7,878 3,298

(a) The percentages shown approximate our economic interest as of December 31, 2024.

3,903 $ 6,520 $ 6,248 $ 2,713

_____________________

(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.

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

(d) Includes four joint ventures of which one joint venture owns a portfolio of seven operating RV communities, two joint ventures each own an RV property under development and one joint venture which purchases and sells homes.

We recognized $ 6.2 million, $ 2.7 million and $ 3.4 million (net of $ 4.8 million, $ 4.6 million and $ 3.9 million of depreciation expense, respectively) of equity in income from unconsolidated joint ventures for the years ended December 31, 2024, 2023 and 2022, respectively.

We received approximately $ 16.7 million, $ 7.0 million and $ 21.6 million in distributions from joint ventures for the years ended December 31, 2024, 2023 and 2022, respectively.

We do not exercise control over these entities.

(d) Net of depreciation expense of $ 5.7 million, $ 4.8 million and $ 4.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Approximately $ 10.8 million, $ 7.4 million and $ 2.3 million of the distributions made to us exceeded our investment basis in joint ventures, and as such, were recorded as income from unconsolidated joint ventures for the years ended December 31, 2025, 2024 and 2023, respectively.

During the year ended December 31, 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 has an interest rate of SOFR plus 1.35 % to 1.75 %, matures on June 17, 2026 and has an option to extend the maturity date by one year subject to our approval.

As of December 31, 2025, the note receivable balance is $ 56.1 million.

Note 8— Notes Receivable, net

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Discounts or premiums are amortized to income using the interest method.

We provide financing for non-refundable upfront payments required for membership upgrades (“Contracts Receivable”).

As of December 31, 2024 and 2023, Contracts Receivable, net of allowance, was $ 42.3 million for both years.

Contracts Receivable, as of December 31, 2024, had an average stated interest rate of 13.1 % per annum, a weighted average term remaining of 4.6 years and require monthly payments of principal and interest.

In certain cases, we purchase loans made by an unaffiliated lender to finance the sales of homes to our customers at our Properties (referred to as “Chattel Loans”).

These loans are secured by the underlying homes sold and require monthly principal and interest payments.

As of December 31, 2024 and 2023, we had $ 8.4 million and $ 7.6 million of Chattel Loans, respectively.

As of December 31, 2024, the Chattel Loans receivable had an average stated interest rate of approximately 7.6 % per annum and had a weighted average term remaining of approximately 12 years.

Contracts receivable represents financing for non-refundable upfront payments required for membership upgrades.

Chattel loans represents purchases of loans made by an unaffiliated lender to finance the sales of homes to our customers at our Properties.

The following table summarizes our notes receivable and related accrued interest, net of allowance (amounts in thousands):

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 8—Notes Receivable, net (continued)

As of December 31, As December 31, 2025

2025 2024 Weighted Average Interest Rate Weighted Average Remaining Term

Contracts receivable $ 29,568 $ 42,255 11.9 % 3.8 years

Chattel loans $ 7,428 $ 8,471 7.6 % 11.1 years

RVC loan $ 56,362 $ — 5.0 % 0.5 years

Notes Receivable, net

$ 93,358 $ 50,726

Note 9— Borrowing Arrangements

Mortgage Notes Payable

Our mortgage notes payable is classified as Level 2 in the fair value hierarchy as of December 31, 2024 and 2023.

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

The following table presents the carrying value, fair value and weighted average interest rates for our mortgage notes payable (amounts in thousands except percentages):

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

Stated Interest Rate Maturity Date Carrying Value Fair Value Weighted Average Interest Rate Carrying Value Fair Value Weighted Average Interest Rate

Mortgage notes payable 2.40 % to 5.10 %

2028 to 2041 $ 2,800,866 $ 2,404,789 3.77 % $ 2,952,689 $ 2,329,253 3.77 %

Deferred financing costs, net $ ( 21,708 ) $ ( 24,396 )

Mortgage notes payable, net $ 2,779,158 $ 2,928,293

The following table presents the number of encumbered Properties and the gross carrying value of such Properties (gross carrying value in thousands):

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

Number of Encumbered Properties Gross Carrying Value Number of Encumbered Properties Gross Carrying Value

Encumbered Properties 112 $ 3,266,579 120 $ 3,268,521

During the year ended December 31, 2025, we repaid $ 86.9 million of principal on eight mortgage loans using our line of credit (“LOC”).

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

The following table presents the carrying value, fair value and weighted average interest rates for our unsecured debt (amounts in thousands):

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

Stated Interest Rate Maturity Date Carrying Value (1)

Effective Interest Rate Carrying Value (1)

Effective Interest Rate

$ 240.0 Million Term Loan (2)

SOFR + 1.20 % to 1.70 %

May 15, 2030 $ 240,000 4.74 % $ — — %

$ 200.0 Million Term Loan

SOFR + 0.10 % + 1.20 % to 1.70 %

January 21, 2027 $ 200,000 4.88 % $ 200,000 4.88 %

Line of Credit Borrowing (3)

SOFR + 0.10 % + 1.25 % to 1.65 %

July 18, 2028 $ 105,000 5.01 % $ 77,000 5.65 %

Deferred Financing Costs, net $ ( 2,545 ) $ ( 656 )

Total unsecured debt, net $ 542,455 $ 276,344

_____________________

(1) Carrying value approximates fair value.

(2) During the year ended December 31, 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.

(3) As of December 31, 2025, our LOC had a remaining borrowing capacity of $ 394.9 million.

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 9—Borrowing Arrangements (continued)

As of December 31, 2024 As of December 31, 2023

(amounts in thousands) Fair Value Carrying Value Fair Value Carrying Value

Mortgage notes payable, excluding deferred financing costs $ 2,329,253 $ 2,952,689 $ 2,425,384 $ 3,017,149

As of December 31, 2024 and 2023, we had outstanding mortgage indebtedness on Properties of approximately $ 2,928.3 million and $ 2,990.0 million, respectively, net of deferred financing costs.

The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of loan cost amortization on mortgage indebtedness, as of December 31, 2024 and December 31, 2023, was approximately 4.1 % and 3.8 % per annum, respectively.

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 December 31, 2024 and December 31, 2023, respectively, and the gross carrying value of such Properties was approximately $ 3,268.5 million and $ 3,194.1 million, as of December 31, 2024 and December 31, 2023, respectively.

2023 Activity

During the year ended December 31, 2023 we closed on an incremental borrowing from an existing mortgage generating gross proceeds of $ 89.0 million.

The mortgage has a fixed interest rate of 5.04 % per annum and matures in ten years .

We closed on three mortgages generating gross proceeds of $ 375.0 million.

The mortgages are secured by 20 MH or RV properties, have a weighted average fixed interest rate of 5.05 % per annum and a weighted average maturity of approximately eight years .

The proceeds were used to repay the outstanding balance on the unsecured line of credit (“LOC”) and $ 100.4 million of principal on three mortgages that were due to mature in 2023 and 2024.

The repaid mortgages had a weighted average fixed interest rate of 4.94 % per annum and were secured by 14 MH and RV properties.

Unsecured Debt

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

We have the option to increase the borrowing capacity 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.

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 %.

3 unchanged sentences

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

On October 3, 2024, we repaid the $ 300 million Term Loan in conjunction with the sale of shares under the February ATM (see Note 5.

On October 3, 2024, we repaid the $ 300 million Term Loan in conjunction with the sale of shares under our prior ATM (see Note 5.

Common Stock and Other Equity Related Transactions).

We previously entered into a $ 200.0 million senior unsecured term loan agreement.

The maturity date is January 21, 2027, with an interest rate of SOFR plus approximately 1.30 % to 1.80 %, depending on leverage levels.

The LOC had a balance of $ 77.0 million and $ 31.0 million outstanding as of December 31, 2024 and December 31, 2023, respectively.

As of December 31, 2024, our LOC had a remaining borrowing capacity of $ 423.0 million.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 9—Borrowing Arrangements (continued)

Future Maturities of Debt

3 unchanged sentences

Thereafter 1,740,140

Unamortized deferred financing costs ( 25,052 )

Total $ 3,345,866

6 unchanged sentences

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The changes in the fair value of the designated derivative that qualify as a cash flow hedge are recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets and subsequently reclassified into earnings on the Consolidated Statements of Income and Comprehensive Income in the period that the hedged forecasted transaction affects earnings.

In March 2021, we entered into a Swap Agreement (the “2021 Swap”) with a notional amount of $ 300.0 million allowing us to trade the variable interest rate associated with our $ 300.0 million Term Loan for a fixed interest rate.

In March 2023, we amended the 2021 Swap agreement to reflect the change in the $ 300.0 million Term Loan interest rate benchmark from LIBOR to SOFR (see Note 9.

Borrowing Arrangements).

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

The 2021 Swap matured 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 fixed interest rate of 3.68 % per annum and matures on January 21, 2027.

Based on the leverage as of December 31, 2024, our spread over SOFR was 1.20 % resulting in an estimated all-in interest rate of 4.88 % per annum.

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

In connection with the repayment of the $ 300.0 Term Loan on October 3, 2024, we terminated the interest rate swap agreements with an aggregate loss of $ 4.4 million.

Borrowing Arrangements for additional information.

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.

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:

The changes in the fair value of the designated derivative that qualify as a cash flow hedge are recorded in Accumulated other comprehensive income/(loss) on the Consolidated Balance Sheets and subsequently reclassified into earnings on the Consolidated Statements of Income and Comprehensive Income in the period that the hedged forecasted transaction affects earnings, and are presented in the same line item as the earnings effect of the hedged item.

For cash flow hedges, this is typically when the periodic swap settlements are made.

Proceeds or payments from premiums and periodic settlements of derivative instruments are classified in the same section of the Company’s Consolidated Statements of Cash Flows as the underlying hedged item.

The following table presents the terms of our derivative financial instruments (notional amounts in thousands):

Equity LifeStyle Properties, Inc.

2 unchanged sentences

As of December 31, 2025

Interest Rate Derivatives Number of Instruments Notional Amount Weighted Average Interest Rate Index Weighted Average Remaining Term (Years)

Interest rate swaps 7 $ 440,000 4.81 % SOFR 2.9

As of December 31, 2024

Interest Rate Derivatives Number of Instruments Notional Amount Weighted Average Interest Rate Index Weighted Average Remaining Term (Years)

Interest rate swaps 1 $ 200,000 4.88 % SOFR 2.1

On October 3, 2024, we terminated 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/(loss) was reclassified to Early debt retirement in the Consolidated Statements of Income and Comprehensive Income in our Annual Report on Form 10-K for the year ended December 31, 2024.

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 December 31,

(amounts in thousands) Balance Sheet Location 2025 2024

Interest rate swaps Other assets, net $ — $ 2,303

The table below 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 years ended December 31, Location of (gain)/ loss reclassified from

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

accumulated OCI into income

for the year ended December 31,

(amounts in thousands) 2024 2023 2022 (amounts in thousands) 2024 2023 2022

Interest rate swaps Accounts payable and other liabilities $ 2,208 $ —

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 Years ended December 31,

Derivatives in Cash Flow Hedging Relationship 2025 2024 2023

Interest rate swaps $ 1,620 $ ( 5,877 ) $ ( 5,039 )

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 Years ended December 31,

2025 2024 2023

Interest rate swaps Interest expense $ ( 2,891 ) $ ( 14,022 ) $ ( 18,097 )

Early debt retirement $ — $ 4,387 $ —

During the next twelve months, we estimate that $ 1.0 million will be reclassified as a decrease to interest expense.

During the next twelve months, we estimate that $ 0.8 million will be reclassified as an increase to interest expense.

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

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

As of December 31, 2024, we had not posted any collateral related to the Swaps.

Note 11— Deferred Revenue of Membership Upgrade Sales and Deferred Commission Expense

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

As of December 31, 2025, we had not posted any collateral related to the interest rate swaps.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 11— Deferred Revenue from Membership Upgrades and Deferred Commission Expense

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

As of December 31,

(amounts in thousands)

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

Membership upgrade sales 27,529 35,684

Revenue recognized from membership upgrade sales upfront payments ( 16,433 ) ( 14,719 )

Net increase in deferred revenue - upfront payments from membership upgrade sales 11,096 20,965

Deferred revenue - upfront payments from membership upgrade sales, end of year (1)

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

Deferred membership upgrade revenue 6,743 27,529

Revenue recognized from membership upgrades ( 13,736 ) ( 16,433 )

Net increase (decrease) in deferred revenue ( 6,993 ) 11,096

Deferred revenue, ending (1)

$ 211,171 $ 217,721

Deferred commission expense, beginning of year $ 53,641 $ 50,441

Deferred commission expense, beginning $ 56,516 $ 53,641

Deferred commission expense 6,602 7,452

1 unchanged sentence

Net increase in deferred commission expense 1,633 2,875

Deferred commission expense, end of year $ 56,516 $ 53,641

Deferred commission expense, ending $ 58,149 $ 56,516

_____________________

(1) Included in Deferred membership revenue on the Consolidated Balance Sheet.

(1) Included in Deferred membership revenue on the Consolidated Balance Sheets.

Note 12— Equity Incentive Awards

1 unchanged sentence

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

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

Of these shares, 50 % are time-based awards, vesting in equal installments over a three-year period on February 4, 2025, February 3, 2026 and February 2, 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

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

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

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

The table below presents shares issued by the Company under the 2014 Plan and the 2024 Plan (grant date fair value amounts in thousands):

Plan Grant Date Time-Based Awards Performance Based Awards Total Awards Exercise Price Grant Date Fair Value

2014 Equity Incentive Plan February 6, 2024 45,187 45,191 90,378 $ 67.05 $ 4,040

2024 Equity Incentive Plan May 1, 2024 16,626 — 16,626 $ 60.29 $ 1,002

2024 Equity Incentive Plan February 4, 2025 49,881 49,884 99,765 $ 64.97 $ 4,372

2024 Equity Incentive Plan April 29, 2025 18,227 — 18,227 $ 63.79 $ 1,163

Restricted stock and options under the 2014 Plan and 2024 Plan have a maximum contractual term of ten years from the date of grant and have an exercise price not less than the fair value of the stock on the grant date.

Individual grants could have different vesting periods but generally no longer than 3.5 years.

All restricted stock awards have non-forfeitable rights to dividend payments even if the underlying stock does not entirely vest.

For performance-based awards to be vested, performance conditions as established by the Compensation Committee in the year of the vesting period must be met.

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

For the shares under the 2014 Plan awarded on February 6, 2024, 45,187 shares are time-based awards and 45,191 are performance-based awards and vest in equal installments over a three-year period on February 4, 2025, February 3, 2026 and February 2, 2027, subject to the achievement of performance goals.

The time-based awards have a grant date fair value of $ 3.0 million.

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

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 12—Equity Incentive Awards (continued)

known to all parties.

Time-based awards for the shares under the 2024 Plan granted on May 1, 2024 are subject to various vesting dates between November 1, 2024 and April 30, 2027.

For the shares under the 2024 Plan awarded on February 4, 2025, 47,503 are time-based awards and vest in equal installments over a three-year period on February 3, 2026, February 2, 2027 and February 1, 2028, respectively, with the remaining 2,378 shares vesting two-thirds on February 3, 2026 and one-third on February 2, 2027.

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

The remaining 47,506 shares are performance-based awards and vest in equal installments over a three-year period on February 3, 2026, February 2, 2027 and February 1, 2028, respectively, subject to the achievement of performance goals, with the remaining 2,378 shares vesting two-thirds on February 3, 2026 and one-third on February 2, 2027.

The 17,418 shares of restricted stock subject to 2024 performance goals have a grant date fair value of $ 1.1 million.

Grants Issued Under the 2024 Plan

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

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

No further awards will be granted under the 2014 Plan.

The 2024 Plan authorizes grants of options, restricted stock, and other forms of equity-based compensation, subject to conditions and restrictions determined by the Compensation Committee.

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

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

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

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

Time-based awards for the shares under the 2024 Plan granted on April 29, 2025 are subject to various vesting dates between October 29, 2025 and April 28, 2028.

As of December 31, 2025, 3,641,498 shares remained available for future grants.

Restricted stock and options under the 2024 Plan have a maximum contractual term of ten years from the date of grant and have an exercise price not less than the fair value of the stock on the grant date.

Individual grants could have different vesting periods but generally no longer than three and a half years.

All restricted stock awards have non-forfeitable rights to dividend payments even if the underlying stock does not entirely vest.

Stock-based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income, for the years ended December 31, 2024, 2023 and 2022 was $ 6.7 million, $ 14.7 million and $ 10.5 million, respectively.

Stock-based compensation expense of $ 14.7 million for the year ended December 31, 2023 includes accelerated vesting of stock-based compensation expense of $ 6.3 million recognized during the quarter ended June 30, 2023, as a result of the passing of a member of our Board of Directors.

Restricted Stock

2 unchanged sentences

Balance at December 31, 2022 266,382 $ 69.24

Shares granted 130,600 $ 77.47

Shares forfeited/cancelled ( 11,881 ) $ 33.35

Shares vested ( 167,244 ) $ 48.99

Granted 143,275 $ 56.63

Forfeited/Cancelled — $ —

Vested ( 228,478 ) $ 72.25

Balance at December 31, 2023 181,179 $ 55.84

Shares granted 143,275 $ 56.63

Shares forfeited/cancelled — $ —

Shares vested ( 228,478 ) $ 72.25

Granted 107,004 $ 66.00

Forfeited/Cancelled ( 9,780 ) $ 69.95

Vested ( 99,462 ) $ 70.11

Balance at December 31, 2024 178,941 $ 69.51

4 unchanged sentences

Compensation expense to be recognized subsequent to December 31, 2025 for restricted stock granted during or prior to 2025 that have not yet vested was $ 3.8 million, which is expected to be recognized over a weighted average term of 1.6 years.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 12—Equity Incentive Awards (continued)

Stock Options

6 unchanged sentences

Weighted Average Grant Date Fair Value Per Share $ 15.06 $ 15.28

There were 29,855 stock options granted during year ended December 31, 2024.

No options were forfeited or expired for the years ended December 31, 2025, 2024 and 2023.

A summary of our stock option activity and related information is as follows:

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 12—Equity Incentive Awards (continued)

Shares Subject To Options Weighted Average

Exercise Price Per Share Weighted Average Outstanding Contractual Life (in years) Average Intrinsic Value (in millions)

Exercise Price Per Share Weighted Average Outstanding Contractual Life (in years) Average Intrinsic Value (in thousands)

Balance at December 31, 2022 80,985 $ 54.94 6.2 $ 994

4 unchanged sentences

Options issued 15,680 $ 63.79

Options exercised ( 41,500 ) $ 40.65 $ 1,126

Balance at December 31, 2025 93,470 $ 65.66 7.1 $ 10

Exercisable at December 31, 2025 62,720 $ 67.42 6.2 $ 5

Note 13— Long-Term Cash Incentive Plan

On February 7, 2022, the Compensation Committee approved a Long-Term Cash Incentive Plan Award (the “2022 LTIP”) to provide a long-term cash bonus opportunity to certain members of our management.

The 2022 LTIP was approved by the Compensation Committee pursuant to the authority set forth in the Long-Term Cash Incentive Plan approved by our Board of Directors on May 15, 2007.

The total cumulative payment for all participants (the “2022 LTIP Eligible Payment”) is based upon certain performance conditions being met over a three-year period ending December 31, 2024.

The Compensation Committee has responsibility for administering the 2022 LTIP and may use its reasonable discretion to adjust the performance criteria or the 2022 LTIP Eligible Payment to take into account the impact of any major or unforeseen transaction or event.

Our named executive officers are not participants in the 2022 LTIP.

The 2022 LTIP Eligible Payment will be paid, at the discretion of the Compensation Committee, in cash upon completion of our annual audit for the 2024 fiscal year and upon satisfaction of the vesting conditions as outlined in the 2022 LTIP.

We accrued compensation expenses of approximately $ 2.8 million for the year ended December 31, 2024, and $ 3.1 million for both years ended December 2023 and 2022.

The table below provides the amount of stock-based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income:

For the Years Ended December 31,

(amount in thousands) 2025 2024 2023 (1)

Stock-Based Compensation Expense $ 7,252 $ 6,702 $ 14,711

_____________________

(1) Includes accelerated vesting of stock-based compensation expense of $ 6.3 million recognized during the quarter ended June 30, 2023, as a result of the passing of a member of our Board of Directors.

Note 13— Savings Plan

2 unchanged sentences

In addition, we match 100.0 % of their contribution up to the first 3.0 % and then 50.0 % of the next 2.0 % for a maximum potential match of 4.0 %.

Both employee's and our matching contributions vest immediately.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 14—Savings Plan (continued)

Both employee contributions and our matching contributions vest immediately.

Our contribution to the 401K Plan was approximately $ 3.1 million, $ 3.2 million and $ 2.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

13 unchanged sentences

The defendants filed a motion to dismiss on January 29, 2024.

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

As of December 31, 2024 , we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss.

On December 4, 2025, the Court granted defendants’ motion to dismiss without prejudice.

On January 26, 2026, plaintiffs filed an amended complaint.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 14—Commitments and Contingencies (continued)

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

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

Note 15— Reportable Segments

4 unchanged sentences

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

The CODM, who is our President and Chief Executive Officer, uses Net Operating Income ("NOI") as the primary financial measure to evaluate segment performance.

The CODM, who is our Vice Chairman and Chief Executive Officer, uses Net Operating Income (“NOI”) as the primary financial measure to evaluate segment performance.

NOI is defined as total operating revenues less total operating expenses.

2 unchanged sentences

All revenues are from external customers and there is no customer who contributed 10% or more of our total revenues during the years ended December 31, 2025, 2024 and 2023.

The following tables summarize our segment financial information for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31, 2024

The following tables summarize our segment financial information:

For the Year Ended December 31, 2025

(amounts in thousands) Property

6 unchanged sentences

Depreciation and amortization ( 208,895 )

Loss on sale of real estate and impairment, net ( 2,466 )

Gain/(Loss) on sale of real estate and impairment, net 919

Interest income 9,572

6 unchanged sentences

Equity in income of unconsolidated joint ventures 6,520

Early debt retirement ( 5,833 )

Consolidated net income $ 402,061

4 unchanged sentences

Note 15—Reportable Segments (continued)

Year Ended December 31, 2023

For the Year Ended December 31, 2024

(amounts in thousands) Property

6 unchanged sentences

Depreciation and amortization ( 203,879 )

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

Corporate interest income 9,037

Gain/(Loss) on sale of real estate and impairment, net ( 2,466 )

Interest income 9,238

Income from other investments, net 8,274

General and administrative ( 38,483 )

Casualty-related charges/(recoveries), net 20,950

Other expenses ( 5,533 )

6 unchanged sentences

Capital improvements $ 227,942 $ 13,337 $ 241,279

Year Ended December 31, 2022

For the Year Ended December 31, 2023

(amounts in thousands) Property

6 unchanged sentences

Depreciation and amortization ( 203,738 )

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

Interest income 9,037

3 unchanged sentences

Interest and related amortization ( 132,342 )

Income tax benefit 10,488

Equity in income of unconsolidated joint ventures 2,713

6 unchanged sentences

Note 15—Reportable Segments (continued)

The following table summarizes our financial information for the Property Operations segment for the years ended December 31, 2024, 2023 and 2022:

Years Ended December 31,

The following table summarizes our financial information for the Property Operations segment:

For the Years Ended December 31,

(amounts in thousands) 2025 2024 2023

1 unchanged sentence

Annual membership subscriptions 69,266 65,883 65,379

Membership upgrade sales 16,433 14,719 12,958

Membership upgrade revenue 12,412 16,433 14,719

Other income 62,794 75,354 67,407

12 unchanged sentences

NOI $ 744,443 $ 720,584 $ 676,400

The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the years ended December 31, 2024, 2023 and 2022:

Years Ended December 31,

The following table summarizes our financial information for the Home Sales and Rentals Operations segment:

For the Years Ended December 31,

(amounts in thousands) 2025 2024 2023

12 unchanged sentences

Note 16— Subsequent Events

Equity Incentive Awards

On February 4, 2025, the Compensation Committee approved the 2025 Restricted Stock Award Program for certain members of our management team pursuant to the authority set forth in the 2024 Plan.

As a result, we awarded 99,765 shares of restricted stock.

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

These time-based awards have a total 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,

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 17—Subsequent Events (continued)

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 to be established by the Compensation Committee in the year of the vesting period.

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

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

On January 28, 2026, our Board of Directors approved setting the annual dividend rate for 2026 at $ 2.17 per share of common stock, an increase of $ 0.11 over the current $ 2.06 per share of common stock for 2025.

16 unchanged sentences

Meridian RV Resort Apache Junction AZ — 6,445 5,292 — 816 6,445 6,108 12,553 ( 2,103 ) 2020

Valley Vista Benson AZ — 115 429 — 455 115 884 999 ( 347 ) 2010

Casita Verde Casa Grande AZ — 719 2,179 — 625 719 2,804 3,523 ( 1,617 ) 2006

19 unchanged sentences

Whispering Palms Phoenix AZ — 670 2,141 — 814 670 2,955 3,625 ( 2,367 ) 1998

Desert Vista Salome AZ — 66 268 — 536 66 804 870 ( 323 ) 2010

Sedona Shadows Sedona AZ — 1,096 3,431 — 5,033 1,096 8,464 9,560 ( 4,817 ) 1997

44 unchanged sentences

Marina Dunes RV Resort Marina CA — 20,379 8,204 — 1,087 20,379 9,291 29,670 ( 1,747 ) 2020

Wilderness Lakes Menifee CA — 2,157 5,088 405 6,762 2,562 11,850 14,412 ( 5,023 ) 2004

Coralwood Modesto CA — — 5,047 — 2,151 — 7,198 7,198 ( 5,428 ) 1997

Equity LifeStyle Properties, Inc.

6 unchanged sentences

Depreciation Date of

Wilderness Lakes Menifee CA — 2,157 5,088 405 7,756 2,562 12,844 15,406 ( 5,497 ) 2004

Coralwood Modesto CA — — 5,047 — 2,205 — 7,252 7,252 ( 5,661 ) 1997

Morgan Hill Morgan Hill CA — 1,856 4,378 980 10,512 2,836 14,890 17,726 ( 5,412 ) 2004

29 unchanged sentences

Golden Terrace Golden CO — 826 2,415 — 14,436 826 16,851 17,677 ( 4,780 ) 1983

Golden Terrace South Golden CO — 750 2,265 — 1,163 750 3,428 4,178 ( 2,731 ) 1997

Golden Terrace West Golden CO — 1,694 5,065 — 7,850 1,694 12,915 14,609 ( 7,774 ) 1986

Blue Mesa Recreational Ranch Gunnison CO — 5,126 8,217 — 1,117 5,126 9,334 14,460 ( 2,812 ) 2022

Pueblo Grande Pueblo CO — 241 1,069 — 6,058 241 7,127 7,368 ( 2,466 ) 1983

Equity LifeStyle Properties, Inc.

6 unchanged sentences

Depreciation Date of

Golden Terrace South Golden CO — 750 2,265 — 1,163 750 3,428 4,178 ( 2,840 ) 1997

Golden Terrace West Golden CO — 1,694 5,065 — 7,901 1,694 12,966 14,660 ( 8,022 ) 1986

Blue Mesa Recreational Ranch Gunnison CO — 5,126 8,217 — 1,408 5,126 9,625 14,751 ( 3,672 ) 2022

Pueblo Grande Pueblo CO — 241 1,069 — 6,110 241 7,179 7,420 ( 2,657 ) 1983

Woodland Hills Thornton CO ( 36,143 ) 1,928 4,408 — 5,481 1,928 9,889 11,817 ( 7,588 ) 1994

27 unchanged sentences

Lake Magic Clermont FL — 1,595 4,793 — 2,863 1,595 7,656 9,251 ( 4,424 ) 2004

Orange Lake Clermont FL — 4,303 6,815 — 2,148 4,303 8,963 13,266 ( 3,780 ) 2011

Orlando Clermont FL — 2,975 7,017 40 26,395 3,015 33,412 36,427 ( 9,997 ) 2004

Cortez Village Marina Cortez FL — 17,936 — 865 17,936 4,821 22,757 ( 962 ) 2021

Crystal Isles Crystal River FL — 926 2,787 10 6,079 936 8,866 9,802 ( 3,519 ) 2004

Cheron Village Davie FL — 10,393 6,217 — 509 10,393 6,726 17,119 ( 3,420 ) 2011

Equity LifeStyle Properties, Inc.

6 unchanged sentences

Depreciation Date of

Orange Lake Clermont FL — 4,303 6,815 — 2,248 4,303 9,063 13,366 ( 4,066 ) 2011

Orlando Clermont FL — 2,975 7,017 40 27,012 3,015 34,029 37,044 ( 11,156 ) 2004

Cortez Village Marina Cortez FL — 17,936 3,956 — 1,387 17,936 5,343 23,279 ( 1,120 ) 2021

Crystal Isles Crystal River FL — 926 2,787 10 7,387 936 10,174 11,110 ( 3,857 ) 2004

Cheron Village Davie FL — 10,393 6,217 — 570 10,393 6,787 17,180 ( 3,629 ) 2011

Carriage Cove Daytona Beach FL ( 12,953 ) 2,914 8,682 — 5,140 2,914 13,822 16,736 ( 9,720 ) 1998

26 unchanged sentences

Sherwood Forest RV Kissimmee FL — 2,870 3,621 568 5,862 3,438 9,483 12,921 ( 6,204 ) 1998

Tropical Palms Kissimmee FL — 5,677 17,116 — 20,159 5,677 37,275 42,952 ( 19,570 ) 2004

Lake Worth Village Lake Worth FL — 14,959 24,501 — 6,091 14,959 30,592 45,551 ( 13,415 ) 2011

Beacon Hill Colony Lakeland FL — 3,775 6,405 — 1,120 3,775 7,525 11,300 ( 3,235 ) 2011

Beacon Terrace Lakeland FL ( 8,088 ) 5,372 9,153 216 1,599 5,588 10,752 16,340 ( 4,720 ) 2011

Kings & Queens Lakeland FL — 1,696 3,064 — 521 1,696 3,585 5,281 ( 1,630 ) 2011

Lakeland Harbor Lakeland FL ( 35,408 ) 10,446 17,376 — 1,800 10,446 19,176 29,622 ( 8,686 ) 2011

Lakeland Junction Lakeland FL ( 2,870 ) 3,018 4,752 — 495 3,018 5,247 8,265 ( 2,457 ) 2011

Equity LifeStyle Properties, Inc.

6 unchanged sentences

Depreciation Date of

Tropical Palms Kissimmee FL — 5,677 17,116 — 20,735 5,677 37,851 43,528 ( 20,805 ) 2004

Lake Worth Village Lake Worth FL — 14,959 24,501 — 6,696 14,959 31,197 46,156 ( 14,381 ) 2011

Beacon Hill Colony Lakeland FL — 3,775 6,405 — 1,728 3,775 8,133 11,908 ( 3,479 ) 2011

Beacon Terrace Lakeland FL ( 7,654 ) 5,372 9,153 108 2,375 5,480 11,528 17,008 ( 5,075 ) 2011

Kings & Queens Lakeland FL — 1,696 3,064 — 641 1,696 3,705 5,401 ( 1,749 ) 2011

Lakeland Harbor Lakeland FL ( 35,448 ) 10,446 17,376 — 2,195 10,446 19,571 30,017 ( 9,297 ) 2011

Lakeland Junction Lakeland FL ( 2,715 ) 3,018 4,752 — 551 3,018 5,303 8,321 ( 2,628 ) 2011

Lantana Marina Lantana FL — 8,276 5,108 — ( 7 ) 8,276 5,101 13,377 ( 1,795 ) 2019

26 unchanged sentences

Island Vista Estates North Fort Myers FL — 5,004 15,066 — 9,333 5,004 24,399 29,403 ( 11,532 ) 2006

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/25

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Lake Fairways North Fort Myers FL ( 29,590 ) 6,075 18,134 35 6,772 6,110 24,906 31,016 ( 21,092 ) 1994

8 unchanged sentences

Villas at Spanish Oaks Ocala FL — 2,250 6,922 — 5,467 2,250 12,389 14,639 ( 8,851 ) 1993

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/24

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Silver Dollar Golf & Trap Club Resort Odessa FL — 4,107 12,431 7,158 7,634 11,265 20,065 31,330 ( 11,488 ) 2004

22 unchanged sentences

Tropical Palms MH Punta Gorda FL — 2,365 7,286 — 5,304 2,365 12,590 14,955 ( 6,181 ) 2006

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/25

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Kingswood Riverview FL — 9,094 8,365 — 2,467 9,094 10,832 19,926 ( 3,820 ) 2018

9 unchanged sentences

James City FL — 1,678 5,044 — 11,893 1,678 16,937 18,615 ( 4,622 ) 2007

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/24

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Pete Marina St.

22 unchanged sentences

Forest Lake Village RV Zephyrhills FL — — 537 — 1,112 — 1,649 1,649 ( 450 ) 2016

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/25

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Sixth Avenue Zephyrhills FL — 837 2,518 — 1,055 837 3,573 4,410 ( 2,011 ) 2004

3 unchanged sentences

West Meadow Estates Boise ID — 1,371 6,770 — 854 1,371 7,624 8,995 ( 3,597 ) 2011

O'Connell's Yogi Bear RV Resort Amboy IL ( 2,204 ) 1,648 4,974 — 8,731 1,648 13,705 15,353 ( 5,406 ) 2004

O'Connell's RV Campground Amboy IL ( 1,915 ) 1,648 4,974 — 9,566 1,648 14,540 16,188 ( 5,889 ) 2004

Pheasant Lake Estates Beecher IL ( 35,046 ) 12,764 42,183 872 6,670 13,636 48,853 62,489 ( 19,338 ) 2013

4 unchanged sentences

Horseshoe Lakes Clinton IN — 155 365 2 2,317 157 2,682 2,839 ( 889 ) 2004

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/24

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Twin Mills RV Howe IN — 1,399 4,186 — 1,555 1,399 5,741 7,140 ( 3,238 ) 2006

19 unchanged sentences

Rockford Riverview Estates Rockford MN — 2,959 8,882 — 1,951 2,959 10,833 13,792 ( 5,061 ) 2011

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/25

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Rosemount Woods Rosemount MN — 4,314 8,932 — 5,728 4,314 14,660 18,974 ( 5,461 ) 2011

4 unchanged sentences

Twin Lakes Chocowinity NC — 1,709 3,361 — 3,741 1,709 7,102 8,811 ( 3,555 ) 2004

Holiday Trav-L-Park Resort Emerald Isle NC — 17,212 33,520 — 512 17,212 34,032 51,244 ( 5,952 ) 2022

Emerald Isle RV Resort Emerald Isle NC — 17,212 33,520 — 589 17,212 34,109 51,321 ( 7,451 ) 2022

Topsail Sound RV Holly Ridge NC — 3,414 5,898 — 8,572 3,414 14,470 17,884 ( 2,270 ) 2020

5 unchanged sentences

Whispering Pines - NC Newport NC — 3,096 5,081 1 730 3,097 5,811 8,908 ( 2,270 ) 2015

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/24

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Harbor Point RV Sneads Ferry NC — 4,633 7,777 — 451 4,633 8,228 12,861 ( 2,245 ) 2020

17 unchanged sentences

Mountain View - NV Henderson NV ( 32,554 ) 16,665 25,915 — 1,986 16,665 27,901 44,566 ( 13,641 ) 2011

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/25

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Bonanza Village Las Vegas NV — 908 2,643 ( 1 ) 3,663 907 6,306 7,213 ( 4,375 ) 1983

13 unchanged sentences

Bay Point Marina Marblehead OH — 8,575 17,037 — 2,736 8,575 19,773 28,348 ( 4,216 ) 2021

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/24

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Wilmington Wilmington OH — 235 555 3 1,628 238 2,183 2,421 ( 911 ) 2004

16 unchanged sentences

Timothy Lake South East Stroudsburg PA — 206 649 — 579 206 1,228 1,434 ( 642 ) 2006

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/25

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Drummer Boy Gettysburg PA — 1,884 20,342 — 1,673 1,884 22,015 23,899 ( 8,192 ) 2019

15 unchanged sentences

The Oaks Yemassee SC — 267 810 — 517 267 1,327 1,594 ( 714 ) 2006

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/24

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Natchez Trace Hohenwald TN — 533 1,257 7 5,799 540 7,056 7,596 ( 2,206 ) 2004

14 unchanged sentences

Fun N Sun RV San Benito TX — 2,533 5,560 412 10,053 2,945 15,613 18,558 ( 10,963 ) 1998

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/25

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Country Sunshine Weslaco TX — 627 1,881 — 2,358 627 4,239 4,866 ( 2,317 ) 2004

17 unchanged sentences

Regency Lakes Winchester VA ( 45,573 ) 9,757 19,055 — 2,904 9,757 21,959 31,716 ( 10,633 ) 2011

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/24

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Birch Bay Blaine WA — 502 1,185 7 1,558 509 2,743 3,252 ( 1,355 ) 2004

12 unchanged sentences

Paradise RV Silver Creek WA — 466 1,099 6 5,357 472 6,456 6,928 ( 1,767 ) 2004

Equity LifeStyle Properties, Inc.

Real Estate and Accumulated Depreciation

Initial Cost to ELS Costs Capitalized

Subsequent to

Acquisition (Improvements) Gross Amount Carried at 12/31/25

Real Estate (1)

Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3)

Depreciation Date of

Rainbow Lake Manor Bristol WI — 4,474 16,594 — 5,810 4,474 22,404 26,878 ( 8,320 ) 2013

17 unchanged sentences

(2) All Properties were acquired, except for The Crossing at Voyager and Country Place, which were constructed.

(3) Aggregate cost for federal income tax purposes is approximately $ 5.2 billion.

(3) Aggregate cost for federal income tax purposes is approximately $ 5.2 billion (unaudited).

Equity LifeStyle Properties, Inc.

15 unchanged sentences

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 9A. Controls and Procedures