EQUITY LIFESTYLE PROPERTIES INC 10-Q

Item 5. Other Information During the quarter ended June 30, 2026, 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). Change in Control Severance Plan On July 28, 2026, the Board of Directors adopted the Equity LifeStyle Properties, Inc. Change in Control Severance Plan (the “Change in Control Severance Plan”). The Change in Control Severance Plan provides for the payment of severance payments and benefits to participants in the event of a qualifying termination of employment with the Company upon or following a change in control transaction. The Company’s Chief Executive Officer, President, and executive vice presidents are eligible to participate in the Change in Control Severance Plan. Under the Change in Control Severance Plan, if a participant’s employment is terminated by the Company without “cause” or by the participant for “good reason” during the period beginning on the date of a “change in control” transaction and ending on the second anniversary thereof, the participant will be eligible to receive: (i) a lump-sum cash payment equal to (a) with respect to the Chief Executive Officer, 3 times base salary and target annual bonus, and (b) with respect to the other participants, 2 times base salary and target annual bonus; (ii) a lump-sum cash payment equal to a prorated portion of the participant’s target annual bonus for the year of termination; (iii) accelerated vesting of outstanding equity awards; and (iv) continued participation in the health, dental and vision benefit plans at the same cost to the participant as before the termination (or payment of plan premiums in lieu of such continued subsidized coverage) for 24 months (or until the participant becomes eligible for no-less favorable coverage from another employer). A participant’s right to receive the severance payments and benefits described above is subject to their delivery and non-revocation of a general release of claims and restrictive covenant agreement in favor of the Company. The payments and benefits provided under the Change in Control Severance Plan in connection with a change in control may not be eligible for a federal income tax deduction by the Company pursuant to Section 280G of the Internal Revenue Code of 1986 (the “Code”). These payments and benefits may also subject an eligible participant to an excise tax under Section 4999 of the Code. If the payments or benefits payable to an eligible participant in connection with a change in control, under the Change in Control Severance Plan or otherwise, would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will either be provided in full, or reduced if such reduction would result in a greater net after-tax benefit to the participant. 38 The Change in Control Severance Plan may be amended or terminated by the Board of Directors at any time before a change in control. Without the express written consent of an affected participant, the Change in Control Severance Plan may not be amended or terminated during the two-year period following a change in control, or following a participant’s termination that entitles the participant to severance benefits. Additionally, the Board of Directors may add or remove participants at any time before a change in control. An individual may not be removed as a participant or have severance entitlements reduced on or after the date of a change in control without the individual’s express written consent. The foregoing description of the Change in Control Severance Plan is qualified in its entirety by reference to the full text of the Change in Control Severance Plan, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. Item 6. Exhibits 10.1 Change in Control Severance Plan 31.1 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. 32.2 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document) 39 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. EQUITY LIFESTYLE PROPERTIES, INC. Date: July 28, 2026 By: /s/ Marguerite Nader Marguerite Nader Vice Chairman and Chief Executive Officer (Principal Executive Officer) Date: July 28, 2026 By: /s/ Paul Seavey Paul Seavey Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: July 28, 2026 By: /s/ Caroline Karp Caroline Karp Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) 40