Item 1. Financial Statements
Item 1. Financial Statements
Equity LifeStyle Properties, Inc.
Consolidated Balance Sheets
(amounts in thousands, except share and per share data)
March 31, 2026 December 31, 2025
(unaudited)
Assets
Investment in real estate:
Land $ 2,088,175 $ 2,088,174
Land improvements 4,825,758 4,784,223
Buildings and other depreciable property 1,320,369 1,306,317
8,234,302 8,178,714
Accumulated depreciation ( 2,889,944 ) ( 2,838,344 )
Net investment in real estate 5,344,358 5,340,370
Cash and restricted cash 39,236 26,132
Notes receivable, net 90,252 93,358
Investment in unconsolidated joint ventures 83,069 85,041
Deferred commission expense 57,689 58,149
Other assets, net 134,064 142,343
Total Assets $ 5,748,668 $ 5,745,393
Liabilities and Equity
Liabilities:
Mortgage notes payable, net $ 2,763,260 $ 2,779,158
Term loans, net 437,659 437,455
Unsecured line of credit 89,500 105,000
Accounts payable and other liabilities 169,735 152,536
Deferred membership revenue
220,318 221,498
Accrued interest payable 11,076 11,333
Rents and other customer payments received in advance and security deposits 128,257 120,441
Distributions payable 108,574 103,146
Total Liabilities 3,928,379 3,930,567
Equity:
Stockholders’ Equity:
Preferred stock, $ 0.01 par value, 10,000,000 shares authorized as of March 31, 2026 and December 31, 2025; none issued and outstanding.
— —
Common stock, $ 0.01 par value, 600,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 193,931,077 and 193,835,561 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.
1,988 1,988
Paid-in capital 1,982,024 1,981,540
Distributions in excess of accumulated earnings ( 222,349 ) ( 225,045 )
Accumulated other comprehensive income/(loss) ( 56 ) ( 2,208 )
Total Stockholders’ Equity 1,761,607 1,756,275
Non-controlling interests – Common OP Units 58,682 58,551
Total Equity 1,820,289 1,814,826
Total Liabilities and Equity $ 5,748,668 $ 5,745,393
The accompanying notes are an integral part of the consolidated financial statements.
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Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
(amounts in thousands, except per share data)
(unaudited)
Quarters Ended March 31,
2026 2025
Revenues:
Rental income $ 339,046 $ 327,206
Annual membership subscriptions 18,299 16,342
Membership upgrade revenue 3,120 3,052
Other income 14,096 15,555
Gross revenues from home sales, brokered resales and ancillary services 19,096 20,923
Interest income 2,191 2,238
Income from other investments, net 1,774 2,018
Total revenues 397,622 387,334
Expenses:
Property operating and maintenance 121,040 118,566
Real estate taxes 22,100 21,643
Membership sales and marketing 3,837 3,931
Property management 18,671 20,430
Depreciation and amortization 53,136 50,942
Cost of home sales, brokered resales and ancillary services 13,600 13,692
Home selling expenses and ancillary operating expenses 6,823 6,168
General and administrative 11,101 9,239
Casualty-related charges/(recoveries), net 68 217
Other expenses 1,233 1,878
Interest and related amortization 33,645 31,136
Total expenses 285,254 277,842
Income before other items 112,368 109,492
Equity in income/(loss) of unconsolidated joint ventures ( 877 ) 4,901
Consolidated net income 111,491 114,393
Income allocated to non-controlling interests – Common OP Units ( 3,587 ) ( 5,201 )
Net income available for Common Stockholders $ 107,904 $ 109,192
Consolidated net income $ 111,491 $ 114,393
Other comprehensive income/(loss):
Adjustment for fair market value of swaps 2,152 ( 1,629 )
Consolidated comprehensive income 113,643 112,764
Comprehensive income allocated to non-controlling interests – Common OP Units ( 3,656 ) ( 5,127 )
Comprehensive income attributable to Common Stockholders $ 109,987 $ 107,637
Earnings per Common Share – Basic $ 0.56 $ 0.57
Earnings per Common Share – Fully Diluted $ 0.56 $ 0.57
Weighted average Common Shares outstanding – Basic 193,676 190,925
Weighted average Common Shares outstanding – Fully Diluted 200,176 200,074
The accompanying notes are an integral part of the consolidated financial statements.
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Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes in Equity
(amounts in thousands)
(unaudited)
Common Stock Paid-in Capital Redeemable Perpetual Preferred Stock Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Non-Controlling Interests – Common OP Units Total Equity
Balance as of December 31, 2025 $ 1,988 $ 1,981,540 $ — $ ( 225,045 ) $ ( 2,208 ) $ 58,551 $ 1,814,826
Exchange of Common OP Units for Common Stock — 22 — — — ( 22 ) —
Issuance of Common Stock through employee stock purchase plan — 375 — — — — 375
Compensation expenses related to restricted stock and stock options — 2,148 — — — — 2,148
Repurchase of Common Stock or Common OP Units — ( 1,929 ) — — — — ( 1,929 )
Adjustment for Common OP Unitholders in the Operating Partnership — ( 62 ) — — — 62 —
Adjustment for fair market value of swaps — — — — 2,152 — 2,152
Consolidated net income — — — 107,904 — 3,587 111,491
Distributions — — — ( 105,208 ) — ( 3,496 ) ( 108,704 )
Other — ( 70 ) — — — — ( 70 )
Balance as of March 31, 2026 $ 1,988 $ 1,982,024 $ — $ ( 222,349 ) $ ( 56 ) $ 58,682 $ 1,820,289
Common Stock Paid-in Capital Redeemable Perpetual Preferred Stock Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Non-Controlling Interests – Common OP Units Total Equity
Balance as of December 31, 2024 $ 1,962 $ 1,951,430 $ — $ ( 214,979 ) $ 2,303 $ 83,070 $ 1,823,786
Issuance of Common Stock through employee stock purchase plan — 391 — — — — 391
Compensation expenses related to restricted stock and stock options — 1,771 — — — — 1,771
Repurchase of Common Stock or Common OP Units — ( 2,258 ) — — — — ( 2,258 )
Adjustment for Common OP Unitholders in the Operating Partnership — 118 — — — ( 118 ) —
Adjustment for fair market value of swaps — — — — ( 1,629 ) — ( 1,629 )
Consolidated net income — — — 109,192 — 5,201 114,393
Distributions — — — ( 98,439 ) — ( 4,689 ) ( 103,128 )
Other — ( 61 ) — — — — ( 61 )
Balance as of March 31, 2025 $ 1,962 $ 1,951,391 $ — $ ( 204,226 ) $ 674 $ 83,464 $ 1,833,265
The accompanying notes are an integral part of the consolidated financial statements.
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Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
(unaudited)
Quarters Ended March 31,
2026 2025
Cash Flows From Operating Activities:
Consolidated net income $ 111,491 $ 114,393
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization 54,318 52,176
Amortization of loan costs 1,329 1,239
Equity in (income)/loss of unconsolidated joint ventures 877 ( 4,901 )
Distributions of income from unconsolidated joint ventures 106 74
Proceeds from insurance claims, net ( 36 ) 145
Compensation expense related to incentive plans 2,148 2,334
Revenue recognized from membership upgrade sales upfront payments ( 3,697 ) ( 3,220 )
Commission expense related to memberships sales 1,705 971
Changes in assets and liabilities:
Manufactured homes, net ( 14,313 ) ( 3,074 )
Notes receivable, net 3,106 2,996
Deferred commission expense ( 1,245 ) ( 1,599 )
Other assets, net 9,279 19,632
Accounts payable and other liabilities 18,831 1,627
Deferred membership revenue
2,517 4,372
Rents and other customer payments received in advance and security deposits 7,816 6,225
Net cash provided by operating activities 194,232 193,390
Cash Flows From Investing Activities:
Investment in unconsolidated joint ventures ( 149 ) ( 8,690 )
Distributions of capital from unconsolidated joint ventures 1,138 7,404
Proceeds from insurance claims, net — 4,167
Capital improvements ( 45,285 ) ( 45,202 )
Net cash used in investing activities ( 44,296 ) ( 42,321 )
The accompanying notes are an integral part of the consolidated financial statements.
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Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows (continued)
(amounts in thousands)
(unaudited)
Quarters Ended March 31,
2026 2025
Cash Flows From Financing Activities:
Proceeds from stock options and employee stock purchase plan 375 391
Distributions:
Common Stockholders ( 99,825 ) ( 91,229 )
Common OP Unitholders ( 3,321 ) ( 4,347 )
Share based award tax withholding payments ( 1,929 ) ( 2,258 )
Principal payments and mortgage debt repayment ( 16,562 ) ( 16,665 )
Line of credit repayment ( 207,000 ) ( 199,500 )
Line of credit proceeds 191,500 185,500
Other ( 70 ) ( 61 )
Net cash used in financing activities ( 136,832 ) ( 128,169 )
Net increase (decrease) in cash and restricted cash 13,104 22,900
Cash and restricted cash, beginning of period 26,132 24,576
Cash and restricted cash, end of period $ 39,236 $ 47,476
Quarters Ended March 31,
2026 2025
Supplemental Information:
Cash paid for interest, net $ 32,572 $ 31,661
Cash paid for the purchase of manufactured homes $ 21,962 $ 11,273
The accompanying notes are an integral part of the consolidated financial statements.
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 1 – Organization and Basis of Presentation
Equity LifeStyle Properties, Inc. (“ELS” or the “Company”), a Maryland corporation, together with MHC Operating Limited Partnership (the “Operating Partnership”) and its other consolidated subsidiaries (the “Subsidiaries”), are referred to herein as “we,” “us,” and “our”. We are a fully integrated owner of lifestyle-oriented properties (“Properties”) consisting of property operations and home sales and rental operations primarily within manufactured home (“MH”) and recreational vehicle (“RV”) communities and marinas. We provide our customers the opportunity to place manufactured homes and cottages, RVs and/or boats on our Properties either on a long-term or short-term basis. Our customers may lease individual developed areas (“Sites”) or enter into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays.
Our Properties are owned primarily by the Operating Partnership and managed internally by affiliates of the Operating Partnership. ELS is the sole general partner of the Operating Partnership. The Operating Partnership meets the criteria as a VIE, where we are the general partner and controlling owner of 96.8 % as of March 31, 2026. The limited partners do not have substantive kick-out or participating rights. Our sole significant asset is our investment in the Operating Partnership, and consequently, substantially all of our assets and liabilities represent those assets and liabilities of the Operating Partnership. Additionally, we have the power to direct the Operating Partnership’s activities and the obligation to absorb its losses or the right to receive its benefits. Accordingly, we are the primary beneficiary, and we have continued to consolidate the Operating Partnership.
Equity method of accounting is applied to entities in which ELS does not have a controlling interest but with respect to which it can exercise significant influence over operations and major decisions. Our exposure to losses associated with unconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are recognized in earnings.
The accompanying unaudited interim consolidated financial statements have been prepared pursuant to Securities and Exchange Commission (“SEC”) rules and regulations for Quarterly Reports on Form 10-Q. Accordingly, they do not include all of the information and note disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Intercompany balances and transactions have been eliminated. All adjustments to the unaudited interim consolidated financial statements are of a normal, recurring nature and, in the opinion of management, are necessary for a fair presentation of results for these interim periods. Revenues and expenses are subject to seasonal fluctuations, and accordingly, quarterly interim results may not be indicative of full year results. Certain prior period amounts have been reclassified on our unaudited interim consolidated financial statements to conform with current year presentation.
Note 2 – Summary of Significant Accounting Policies
(a) Revenue Recognition
Our revenue streams are predominantly derived from customers renting our Sites or entering into membership subscriptions. Our MH Sites and annual RV and marina Sites are leased on an annual basis. Seasonal RV and marina Sites are leased to customers generally for one to six months . Transient RV and marina Sites are leased to customers on a short-term basis. Leases with our customers are accounted for as operating leases. Rental income is accounted for in accordance with Accounting Standards Codification (ASC) 842, Leases , and is recognized over the term of the respective lease or the length of a customer’s stay. 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 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. The change in allowance for credit losses related to the collectability of lease receivables is presented as a reduction to Rental income. Lease receivables are presented within Other assets, net on the Consolidated Balance Sheets and are net of an allowance for credit losses.
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-
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies (continued)
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. 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.
(b) Restricted Cash
As of March 31, 2026 and December 31, 2025, restricted cash consisted of $ 20.4 million and $ 18.2 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.
(c) Fair Value of Financial Instruments
We disclose the estimated fair value of our financial instruments according to a fair value hierarchy. The valuation hierarchy is based on the transparency of the lowest level of input that is significant to the valuation of an asset or a liability as of the measurement date. The three levels are defined as follows:
Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The carrying values of cash and restricted cash, accounts receivable and accounts payable approximate their fair market values due to the short-term nature of these instruments. The carrying value of 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 5. Investment in Unconsolidated Joint Ventures.
The fair market value of mortgage notes payable, term loans and interest rate derivatives are measured with Level 2 inputs using quoted prices and observable inputs from similar liabilities as disclosed in Note 6. Borrowing Arrangements and Note 7. 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.
(d) 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. Our allowance for credit losses was as follows:
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies (continued)
For the Quarters Ended March 31,
(amounts in thousands):
2026 2025
Balance, beginning $ 20,064 $ 23,576
Provision for losses 1,876 1,692
Write-offs ( 2,508 ) ( 2,571 )
Balance, ending $ 19,432 $ 22,697
(e) 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. We record the estimated amount of expected insurance proceeds for property damage, clean-up costs and other losses incurred as an asset (typically a receivable from our insurance carriers) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. 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 quarters ended March 31, 2026 and 2025, we recognized debris removal and cleanup costs related to hurricane events of $ 0.1 million and $ 0.8 million, respectively, with $ 0.6 million of insurance recovery revenue accruals related to the expenses during the quarter ended March 31, 2025. The debris and cleanup costs and offsetting recovery accrual are reflected in Casualty-related charges/(recoveries), net on the Consolidated Statements of Income and Comprehensive Income. During the quarter ended March 31, 2025, we recognized business interruption recovery revenue of approximately $ 1.8 million related to Hurricane Ian.
Note 3 – Earnings Per Common Share
Basic and fully diluted earnings per share are based on the weighted average shares outstanding during each period. The following table sets forth the computation of basic and diluted earnings per share of common stock (“Common Share”):
For the Quarters Ended March 31,
(amounts in thousands, except per share data) 2026 2025
Numerators:
Net income available for Common Stockholders – Basic $ 107,904 $ 109,192
Amounts allocated to non-controlling interests (dilutive securities) 3,587 5,201
Net income available for Common Stockholders – Fully Diluted $ 111,491 $ 114,393
Denominators:
Weighted average Common Shares outstanding – Basic 193,676 190,925
Effect of dilutive securities:
Exchange of Common OP Units for Common Shares 6,448 9,104
Stock options and restricted stock 52 45
Weighted average Common Shares outstanding and OP Units – Fully Diluted 200,176 200,074
Earnings per Common Share – Basic $ 0.56 $ 0.57
Earnings per Common Share – Fully Diluted $ 0.56 $ 0.57
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 4 – Common Stock and Other Equity Related Transactions
Common Stockholder Distribution Activity
The following quarterly distributions have been declared and paid to Common Stockholders and the Operating Partnership unit (“OP Unit”) holders since January 1, 2025:
Distribution Amount Per Share For the Quarter Ended Stockholder Record Date Payment Date
$ 0.5150 March 31, 2025 March 28, 2025 April 11, 2025
$ 0.5150 June 30, 2025 June 27, 2025 July 11, 2025
$ 0.5150 September 30, 2025 September 26, 2025 October 10, 2025
$ 0.5150 December 31, 2025 December 26, 2025 January 9, 2026
$ 0.5425 March 31, 2026 March 27, 2026 April 10, 2026
Exchanges
Subject to certain limitations, OP Unit holders can request an exchange of any or all of their OP Units for shares of common stock at any time. Upon receipt of such a request, we may, in lieu of issuing shares of common stock, cause the Operating Partnership to pay cash. There were 2,406 OP units exchanged for an equal amount of common stock during the quarter ended March 31, 2026. No OP units were exchanged for Common Stock during the quarter ended March 31, 2025.
Equity Offering Program
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. As of March 31, 2026, the full capacity of our ATM equity offering program remained available for issuance.
Note 5 – Investment in Unconsolidated Joint Ventures
The following table summarizes our investments in unconsolidated joint ventures (investment and income/(loss) amounts in thousands):
Investment as of
Investment March 31, 2026 December 31, 2025
RVC (a)
$ 55,028 $ 56,638
Other (b)
28,041 28,403
$ 83,069 $ 85,041
Income/(Loss) for the Quarters Ended (d)
Investment Location Number of Sites Economic
Interest (c)
March 31, 2026 March 31, 2025
RVC (a)
Various 1,490 80 %
$ ( 1,330 ) $ ( 1,645 )
Other (b)
Various 2,415 49 % to 65 %
453 6,546
3,905 $ ( 877 ) $ 4,901
_____________________
(a) Includes three joint ventures which include eight operating RV communities and one RV property under development.
(b) Includes various other joint ventures.
(c) The percentages shown approximate our economic interest as of March 31, 2026. Our legal ownership interest may differ. We do not exercise control over these entities.
(d) Net of depreciation expense of $ 1.5 million and $ 1.3 million for the quarters ended March 31, 2026 and 2025, respectively .
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 5 – Investment in Unconsolidated Joint Ventures (continued)
Approximately $ 0.6 million and $ 6.8 million of the distributions made to us exceeded our investment basis in joint ventures for the quarters ended March 31, 2026 and 2025, respectively, and as such, were recorded as income from unconsolidated joint ventures for the quarters ended March 31, 2026 and 2025.
During the quarter ended June 30, 2025, we made a $ 56.1 million term loan to RVC, which is presented within Notes receivable, net on the Consolidated Balance Sheets. The joint venture used the proceeds to repay its senior secured loan at maturity on June 17, 2025. The term loan has an interest rate of the Secured Overnight Financing Rate (“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 March 31, 2026, the note receivable balance from RVC is $ 56.1 million.
Note 6 – Borrowing Arrangements
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 March 31, 2026 As of December 31, 2025
Stated Interest Rate Maturity Date Carrying Value Fair Value Weighted Average Interest Rate Carrying Value Fair Value Weighted Average Interest Rate
Mortgage notes payable 2.44 % to 5.06 %
2028 to 2041
$ 2,784,304 $ 2,384,988 3.77 % $ 2,800,866 $ 2,404,789 3.77 %
Less: Deferred financing costs, net $ ( 21,044 ) $ ( 21,708 )
Mortgage notes payable, net $ 2,763,260 $ 2,779,158
The following table presents the number of encumbered Properties and the gross carrying value of such Properties (gross carrying value in thousands):
As of March 31, 2026 As of December 31, 2025
Number of Encumbered Properties Gross Carrying Value Number of Encumbered Properties Gross Carrying Value
Encumbered Properties 112 $ 3,284,343 112 $ 3,266,579
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 March 31, 2026 As of December 31, 2025
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 % $ 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 $ 89,500 4.98 % $ 105,000 5.01 %
Less: Deferred financing costs, net $ ( 2,341 ) $ ( 2,545 )
Total unsecured debt, net $ 527,159 $ 542,455
_____________________
(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 March 31, 2026, our LOC had a remaining borrowing capacity of $ 410.4 million.
As of March 31, 2026, we were in compliance in all material respects with the covenants in all our borrowing arrangements.
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 7 - Derivative Instruments and Hedging Activities
Cash Flow Hedges of Interest Rate Risk
We record all derivatives at fair value. Our objective in utilizing interest rate derivatives is to add stability to our interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. 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 designated derivatives 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 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):
As of March 31, 2026
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 2.6
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
Our derivative financial instruments are classified as Level 2 in the fair value hierarchy. The following table presents the fair value of our derivative financial instruments:
As of March 31, As of December 31,
(amounts in thousands) Balance Sheet Location 2026 2025
Interest rate swaps Other assets, net $ 134 $ —
Interest rate swaps Accounts payable and other liabilities $ 190 $ 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):
Derivatives in Cash Flow Hedging Relationship For the Quarters Ended March 31,
2026 2025
Interest rate swaps $ ( 2,274 ) $ 909
The following table presents the amount of (gain)/loss reclassified from Accumulated other comprehensive income/(loss) into income on the Consolidated Statements of Income and Comprehensive Income (in thousands):
Derivatives in Cash Flow Hedging Relationship Location of (gain)/ loss reclassified from
Accumulated OCI into income For the Quarters Ended March 31,
2026 2025
Interest rate swaps Interest Expense $ ( 122 ) $ ( 721 )
During the next twelve months, we estimate that $ 0.3 million will be reclassified from Accumulated other comprehensive income/(loss) as a decrease to interest expense. This estimate may be subject to change as the underlying SOFR changes. As of March 31, 2026, we had not posted any collateral related to the interest rate swaps.
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 8 – 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 March 31,
(amounts in thousands)
2026 2025
Deferred revenue, beginning $ 211,171 $ 218,164
Deferred membership upgrade revenue 985 2,886
Revenue recognized from membership upgrades ( 3,697 ) ( 3,220 )
Net increase (decrease) in deferred revenue ( 2,712 ) ( 334 )
Deferred revenue, ending (1)
$ 208,459 $ 217,830
Deferred commission expense, beginning $ 58,149 $ 56,516
Deferred commission expense 1,245 1,599
Commission expense recognized ( 1,705 ) ( 971 )
Net increase in deferred commission expense ( 460 ) 628
Deferred commission expense, ending $ 57,689 $ 57,144
_____________________
(1) Included in Deferred membership revenue on the Consolidated Balance Sheets.
Note 9 – Equity Incentive Awards
Our 2024 Equity Incentive Plan (the “2024 Plan”) was adopted by the Board of Directors on February 6, 2024 and approved by our stockholders on April 30, 2024.
The table below presents shares issued by the Company (grant date fair value amounts in thousands):
Plan Award Date Time-Based Awards Performance Based Awards Total Awards Grant Date Fair Value
2024 Equity Incentive Plan February 4, 2025 49,881 49,884 99,765 $ 4,372
2024 Equity Incentive Plan April 29, 2025 18,227 — 18,227 $ 1,163
2024 Equity Incentive Plan February 3, 2026 58,739 58,741 117,480 $ 5,418
For the shares 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 2025 performance goals have a grant date fair value of $ 1.1 million.
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.
For the shares awarded on February 3, 2026, 49,375 are time-based awards and vest in equal installments over a three-year period on February 2, 2027, February 1, 2028 and February 6, 2029, respectively, with a separate additional 9,364 shares vesting on February 2, 2027. These time-based awards have a grant date fair value of $ 3.8 million. The remaining 58,741 shares are performance based, with 49,376 of those shares vesting in equal installments over a three-year period on February 2, 2027, February 1, 2028 and February 6, 2029, respectively, subject to the achievement of performance goals, with a separate additional 9,365 shares vesting on February 2, 2027, subject to the achievement of performance goals. The 25,822 shares of restricted stock subject to 2026 performance goals have a grant date fair value of $ 1.7 million.
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 Quarters Ended March 31,
(amount in thousands) 2026 2025
Stock-Based Compensation Expense $ 2,148 $ 1,771
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 10 – Commitments and Contingencies
We are involved in various legal and regulatory proceedings (“Proceedings”) arising in the ordinary course of business. The Proceedings include, but are not limited to, legal claims made by employees, vendors and customers, and notices, consent decrees, information requests, additional permit requirements and other similar enforcement actions by governmental agencies relating to our utility infrastructure, including water and wastewater treatment plants and other waste treatment facilities and electrical systems. Additionally, in the ordinary course of business, our operations are subject to audit by various taxing authorities. Management believes these Proceedings taken together do not represent a material liability. In addition, to the extent any such Proceedings or audits relate to newly acquired Properties, we consider any potential indemnification obligations of sellers in our favor.
Beginning on August 31, 2023 through December 4, 2023, certain private party plaintiffs filed several putative class actions in the U.S. District Court for the Northern District of Illinois, Eastern Division, against Datacomp Appraisal Systems, Inc. (“Datacomp”) and several owner/operators of manufactured housing communities, including ELS (the “Datacomp Litigation”), alleging that the community owner/operators used JLT Market Reports produced by Datacomp to conspire to raise manufactured home lot rents in violation of Section 1 of the Sherman Act. ELS purchased Datacomp in connection with the MHVillage/Datacomp acquisition during the year ended December 31, 2021. On December 15, 2023, the plaintiffs filed an amended consolidated complaint captioned , In re Manufactured Home Lot Rents Antitrust Litigation, No. 1:23-cv-6715 . Plaintiffs seek both injunctive relief and monetary damages, including attorneys’ fees. The defendants filed a motion to dismiss on January 29, 2024. On December 4, 2025, the Court granted defendants’ motion to dismiss without prejudice. On January 26, 2026, plaintiffs filed an amended complaint, and defendants filed a motion to dismiss on March 31, 2026.
We believe that the Datacomp Litigation is without merit, and we intend to vigorously defend our interests in this matter. As of March 31, 2026 , we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss.
Note 11 - Reportable Segments
We have identified two reportable segments: (i) Property Operations and (ii) Home Sales and Rentals Operations. The Property Operations segment owns and operates land lease Properties and the Home Sales and Rentals Operations segment purchases, sells and leases homes at the Properties. Each segment is primarily evaluated based on Net Operating Income (“NOI”), which is defined as total operating revenues less total operating expenses. Segments are assessed before interest income and depreciation and amortization. The distribution of the Properties throughout the United States reflects our belief that geographic diversification helps insulate the total portfolio from regional economic influences.
All revenues were from external customers and there is no customer who contributed 10% or more of our total revenues during the quarters ended March 31, 2026 or 2025.
15
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 11 – Reportable Segments (continued)
The following tables summarize our segment financial information:
Quarter Ended March 31, 2026
(amounts in thousands) Property
Operations Home Sales
and Rentals
Operations Consolidated
Operations revenues 380,946 12,711 393,657
Operations expenses ( 173,776 ) ( 12,295 ) ( 186,071 )
NOI 207,170 416 207,586
Reconciliation to consolidated net income:
Depreciation and amortization ( 53,136 )
Interest income 2,191
Income from other investments, net 1,774
General and administrative ( 11,101 )
Casualty-related charges/(recoveries), net ( 68 )
Other expenses ( 1,233 )
Interest and related amortization ( 33,645 )
Equity in income/(loss) of unconsolidated joint ventures ( 877 )
Consolidated net income $ 111,491
Total assets $ 5,458,404 290,264 $ 5,748,668
Capital improvements $ 40,645 $ 4,640 45,285
Quarter Ended March 31, 2025
(amounts in thousands) Property
Operations Home Sales
and Rentals
Operations Consolidated
Operations revenues 369,086 13,992 383,078
Operations expenses ( 172,731 ) ( 11,699 ) ( 184,430 )
NOI 196,355 2,293 198,648
Reconciliation to consolidated net income:
Depreciation and amortization ( 50,942 )
Interest income 2,238
Income from other investments, net 2,018
General and administrative ( 9,239 )
Casualty-related charges/(recoveries), net ( 217 )
Other expenses ( 1,878 )
Interest and related amortization ( 31,136 )
Equity in income/(loss) of unconsolidated joint ventures 4,901
Consolidated net income $ 114,393
Total assets $ 5,398,043 244,321 $ 5,642,364
Capital improvements $ 43,531 $ 1,671 45,202
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 11 – Reportable Segments (continued)
The following table summarizes our financial information for the Property Operations segment:
For the Quarters Ended March 31,
(amounts in thousands) 2026 2025
Revenues:
Rental income $ 335,252 $ 323,813
Annual membership subscriptions 18,299 16,342
Membership upgrade revenue 3,120 3,052
Other income 14,096 15,555
Gross revenues from ancillary services 10,179 10,324
Total property operations revenues 380,946 369,086
Expenses:
Utility expense 41,183 40,269
Payroll 28,440 28,271
Repairs and maintenance 24,425 22,889
Insurance and other 25,639 25,989
Real estate taxes 22,100 21,643
Membership sales and marketing 3,837 3,931
Cost of ancillary services 4,228 4,445
Ancillary operating expenses 5,253 4,864
Property management 18,671 20,430
Total property operations expenses 173,776 172,731
NOI $ 207,170 $ 196,355
The following table summarizes our financial information for the Home Sales and Rentals Operations segment:
For the Quarters Ended March 31,
(amounts in thousands) 2026 2025
Revenues:
Rental income (1)
$ 3,794 $ 3,393
Gross revenues from home sales and brokered resales 8,917 10,599
Total revenues 12,711 13,992
Expenses:
Rental home operating and maintenance 1,353 1,148
Cost of home sales and brokered resales 9,372 9,247
Home selling expenses 1,570 1,304
Total expenses 12,295 11,699
NOI $ 416 $ 2,293
______________________
(1) Rental income within Home Sales and Rentals Operations does not include base rent related to the rental home Sites. Base rent is included within property operations.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.