Skip to main content

EQUITY LIFESTYLE PROPERTIES INC

For the period ended Sep 30, 2026. Filed Oct 27, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 27, 2026

ELS$62.95-0.0%Stored close · as of Nov 6, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

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 September 30, 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 Sites are leased to customers generally forone tosix 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 the 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 includetwo- tofour-year term subscription products. Prior to the introduction of subscription-based upgrade products, membership upgrades required non-

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 in 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 in 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 September 30, 2026 and December 31, 2025, restricted cash consisted of $15.1 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. As of December 31, 2025, notes receivable included a $56.1 million term loan made to RVC Core, LLC, an equity method investment of the Company, which was secured by the underlying Properties within the joint venture. During the quarter ended June 30, 2026, the $56.1 million term loan was eliminated in consolidation upon the acquisition of the remaining 20% ownership interest in RVC Core, LLC. Refer to Note 5. Investment in Real Estate.

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 7. Borrowing Arrangements and Note 8. 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.

Note 2 – Summary of Significant Accounting Policies (continued)

(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:

For the Quarters Ended September 30,For the Nine Months Ended September 30,
(amounts in thousands):2026202520262025
Balance, beginning$18,829$21,893$20,064$23,576
Provision for losses1,7871,5855,4835,086
Write-offs(2,423)(2,904)(7,354)(8,088)
Balance, ending$18,193$20,574$18,193$20,574

(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 quarter ended September 30, 2026, we recognized debris removal and other costs related to hurricane events of $0.4 million, with $0.2 million of insurance recovery revenue accruals related to the expenses. During the quarter ended September 30, 2025, we recognized $3.7 million of insurance recovery revenue in excess of expenses related to hurricane events. During the nine months ended September 30, 2026 and 2025, we recognized debris removal, cleanup and other costs related to hurricane events of $0.5 million and $1.0 million, respectively, with $0.2 million and $0.8 million of insurance recovery revenue accruals related to the expenses, respectively. During the nine months ended September 30, 2026 and 2025, we recognized $7.1 million and $4.3 million of insurance recovery revenue in excess of expenses related to hurricane events, respectively. The debris removal, cleanup and other costs and offsetting recovery accrual and reimbursement of capital expenditures are presented in Casualty-related charges/(recoveries), net in the Consolidated Statements of Income and Comprehensive Income.

During the quarter ended September 30, 2025, we recognized business interruption recovery revenue of $0.9 million related to Hurricane Ian. During the nine months ended September 30, 2026 and 2025, we recognized business interruption recovery revenue of $3.8 million and $4.9 million, respectively, related to Hurricane Ian. Business interruption recovery revenue is presented in Income from other investments, net for the nine months ended September 30, 2026 and within Other income for the quarter and nine months ended September 30, 2025 in the Consolidated Statements of Income and Comprehensive Income.

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 September 30,For the Nine Months Ended September 30,
(amounts in thousands, except per share data)2026202520262025
Numerators:
Net income available for Common Stockholders – Basic$86,425$97,130$290,645$286,030
Amounts allocated to non-controlling interests (dilutive securities)2,8253,2339,60612,211
Net income available for Common Stockholders – Fully Diluted$89,250$100,363$300,251$298,241
Denominators:
Weighted average Common Shares outstanding – Basic193,825193,004193,743191,640
Effect of dilutive securities:
Exchange of Common OP Units for Common Shares6,3487,0656,4118,412
Stock options and restricted stock77575846
Weighted average Common Shares outstanding and OP Units – Fully Diluted200,250200,126200,212200,098
Earnings per Common Share – Basic$0.45$0.50$1.50$1.49
Earnings per Common Share – Fully Diluted$0.45$0.50$1.50$1.49

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 ShareFor the Quarter EndedStockholder Record DatePayment Date
$0.5150March 31, 2025March 28, 2025April 11, 2025
$0.5150June 30, 2025June 27, 2025July 11, 2025
$0.5150September 30, 2025September 26, 2025October 10, 2025
$0.5150December 31, 2025December 26, 2025January 9, 2026
$0.5425March 31, 2026March 27, 2026April 10, 2026
$0.5425June 30, 2026June 26, 2026July 10, 2026
$0.5425September 30, 2026September 25, 2026October 9, 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 90,539 and 2,607,875 OP units exchanged for an equal amount of common stock during the quarters ended September 30, 2026 and 2025, respectively, and 105,945 and 2,651,199 OP units exchanged for an equal amount of common stock during the nine months ended September 30, 2026 and 2025, respectively.

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 September 30, 2026, the full capacity of our ATM equity offering program remained available for issuance.

Note 5 –Investment in Real Estate

Acquisitions

On April 30, 2026, we acquired the remaining 20% ownership interests in certain RVC joint ventures for a purchase price of $4.4 million and capitalized transaction costs of $0.1 million. Following the acquisition, we own 100% of the ownership interests, and accordingly, consolidate the results of these joint ventures in the consolidated financial statements.

The acquired interests were accounted for as an asset acquisition, and we did not remeasure our previously held equity interests as of April 30, 2026. Total acquisition costs allocated of $103.3 million include our existing basis in the acquired RVC joint ventures of $42.5 million, cash consideration and capitalized transaction costs of $4.5 million and the $56.3 million term loan, inclusive of interest receivable, with RVC Core, LLC, which was eliminated upon consolidation. The acquired RVC joint ventures include seven RV properties andone land parcel.

The following table summarizes the net assets recorded as part of the acquisitions as of April 30, 2026:

(in thousands)
Land16,487
Land improvements55,432
Buildings and other depreciable property31,350
Investment in real estate$103,269
Other assets, net32
Net assets acquired$103,301

Note 6 -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
InvestmentSeptember 30, 2026December 31, 2025
RVC (a)$12,903$56,638
Other (b)27,29928,403
$40,202$85,041
Income/(Loss) for the Quarters Ended (d) · Income/(Loss) for the Nine Months Ended (d)
InvestmentLocationNumber of SitesEconomic Interest (c)September 30, 2026September 30, 2025September 30, 2026September 30, 2025
RVC (a)Various20380%$30$(252)$(888)$(2,061)
Other (b)Various2,41549% to 65%6241,9601,3338,623
2,618$654$1,708$445$6,562

(a)As of September 30, 2026, our investment in RVC includesone joint venture that ownsone RV community.

(b)Includes various other joint ventures.

(c)The percentages shown approximate our economic interest as of September 30, 2026. Our legal ownership interest may differ. We do not exercise control over these entities.

(d)Net of depreciation expense of $0.6 million and $1.5 million for the quarters ended September 30, 2026 and 2025, respectively, and $3.0 million and $4.3 million for the nine months ended September 30, 2026 and 2025, respectively.

Approximately $0.8 million and $2.3 million of the distributions made to us exceeded our investment basis in joint ventures for the quarters ended September 30, 2026 and 2025, respectively, and as such, were recorded as income from unconsolidated joint ventures.

Note 6 – Investment in Unconsolidated Joint Ventures (continued)

Approximately $2.0 million and $9.7 million of the distributions made to us exceeded our investment basis in joint venture for the nine months ended September 30, 2026 and 2025, respectively, and as such, were recorded as income from unconsolidated joint ventures.

Note 7 –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 September 30, 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 payable2.44% to 5.06%2028 to 2041$2,751,048$2,129,2533.77%$2,800,866$2,404,7893.77%
Less: Deferred financing costs, net$(19,717)$(21,708)
Mortgage notes payable, net$2,731,331$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 September 30, 2026As of December 31, 2025
Number of Encumbered PropertiesGross Carrying ValueNumber of Encumbered PropertiesGross Carrying Value
Encumbered Properties112$3,320,738112$3,266,579

Unsecured Debt

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

As of September 30, 2026 · As of December 31, 2025
Stated Interest RateMaturity DateCarrying Value (1)Effective Interest RateCarrying Value (1)Effective Interest Rate
$240.0 Million Term Loan (2)SOFR + 1.20% to 1.70%May 15, 2030$240,0004.74%$240,0004.74%
$200.0 Million Term LoanSOFR + 0.10% + 1.20% to 1.70%January 21, 2027$200,0004.88%$200,0004.88%
Line of Credit Borrowing (3)SOFR + 0.10% + 1.25% to 1.65%July 18, 2028$138,0005.22%$105,0005.01%
Less: Deferred financing costs, net$(1,933)$(2,545)
Total unsecured debt, net$576,067$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 September 30, 2026, our LOC had a remaining borrowing capacity of $352.9 million, which is net of a standby letter of credit of $9.0 million provided to our insurer as collateral for workers’ compensation and automobile claims.

As of September 30, 2026, we were in compliance in all material respects with the covenants in all our borrowing arrangements.

Note 8 - 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 in 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):

Interest Rate DerivativesNumber of InstrumentsNotional AmountWeighted Average Interest RateIndexWeighted Average Remaining Term (Years)
Interest rate swaps7$440,0004.81%SOFR2.1
Interest Rate DerivativesNumber of InstrumentsNotional AmountWeighted Average Interest RateIndexWeighted Average Remaining Term (Years)
Interest rate swaps7$440,0004.81%SOFR2.9

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 September 30, · As of December 31,
(amounts in thousands)Balance Sheet Location20262025
Interest rate swapsOther assets, net$9,351$—
Interest rate swapsAccounts payable and other liabilities$—$2,208
The following table presents the amount of (gain)/loss recognized in Other comprehensive income/(loss) on derivatives in the Consolidated Statements of Income and Comprehensive Income (in thousands):
Derivatives in Cash Flow Hedging Relationship · For the Quarters Ended September 30, · For the Nine Months Ended September 30,
2026 · 2025 · 2026 · 2025
Interest rate swaps$(6,563)$(269)$(11,870)$2,513
The following table presents the amount of (gain)/loss reclassified from Accumulated other comprehensive income/(loss) into income in the Consolidated Statements of Income and Comprehensive Income (in thousands):
Derivatives in Cash Flow Hedging RelationshipLocation of (gain)/ loss reclassified fromAccumulated OCI into incomeFor the Quarters Ended September 30,For the Nine Months Ended September 30,
2026 · 2025 · 2026 · 2025
Interest rate swapsInterest Expense$(112)$(853)$(311)$(2,384)

During the next twelve months, we estimate that $2.3 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 September 30, 2026, we had not posted any collateral related to the interest rate swaps.

Note 9 –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 September 30,
(amounts in thousands)20262025
Deferred revenue, beginning$211,171$218,164
Deferred membership upgrade revenue3,2735,711
Revenue recognized from membership upgrades(11,370)(10,054)
Net increase (decrease) in deferred revenue(8,097)(4,343)
Deferred revenue, ending (1)$203,074$213,821
Deferred commission expense, beginning$58,149$56,516
Deferred commission expense4,3105,563
Commission expense recognized(5,340)(3,549)
Net increase (decrease) in deferred commission expense(1,030)2,014
Deferred commission expense, ending$57,119$58,530

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

Note 10 –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):

PlanAward DateTime-Based AwardsPerformance Based AwardsTotal AwardsGrant Date Fair Value
2024 Equity Incentive PlanFebruary 4, 202549,88149,88499,765$4,372
2024 Equity Incentive PlanApril 29, 202518,227—18,227$1,163
2024 Equity Incentive PlanFebruary 3, 202658,73958,741117,480$5,418
2024 Equity Incentive PlanApril 28, 202618,569—18,569$1,162

For the shares awarded on February 4, 2025,47,503 are time-based awards and vest in equal installments over athree-year period on February 3, 2026, February 2, 2027 and February 1, 2028 with a separate additional 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 49,884 shares are performance-based awards, with 47,506 vesting in equal installments over athree-year period on February 3, 2026, February 2, 2027 and February 1, 2028, subject to the achievement of performance goals, with a separate additional 2,378 shares vesting two-thirds on February 3, 2026 and one-third on February 2, 2027, subject to the achievement of performance goals. 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 athree-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 athree-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.

Time-based awards for the shares under the 2024 Plan granted on April 28, 2026 are subject to various vesting dates between October 28, 2026 and April 27, 2029.

Note 10 – Equity Incentive Awards (continued)

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

For the Quarters Ended September 30,For the Nine Months Ended September 30,
(amount in thousands)2026202520262025
Stock-Based Compensation Expense$2,209$1,842$6,544$5,425

Note 11 –Income Taxes

Due to our structure as a REIT, the Consolidated Statements of Income and Comprehensive Income contain no provision for U.S. federal income taxes for the REIT. In addition, we own certain taxable REIT subsidiaries (TRSs), which are subject to federal and state income taxes at regular corporate tax rates and have federal net operating loss carryforwards. During the quarter and nine months ended September 30, 2026, we recorded a full valuation allowance against deferred tax assets of our TRSs of $12.1 million, which is presented in Income tax (expense)/benefit in the Consolidated Statements of Income and Comprehensive Income.

Note 12 –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 September 30, 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 13 –Reportable Segments

We have identifiedtwo 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 or nine months ended September 30, 2026 or 2025.

The following tables summarize our segment financial information:

Quarter Ended September 30, 2026

(amounts in thousands) · PropertyOperations · Home Salesand RentalsOperations · Consolidated
Operations revenues$392,000$14,664$406,664
Operations expenses(194,569)(14,169)(208,738)
NOI197,431495197,926
Reconciliation to consolidated net income:
Depreciation and amortization(54,898)
Interest income1,335
Income from other investments, net1,904
General and administrative(9,573)
Casualty-related (charges)/recoveries, net(245)
Other expenses(1,181)
Interest and related amortization(34,607)
Income tax (expense)/benefit(12,065)
Equity in income/(loss) of unconsolidated joint ventures654
Consolidated net income$89,250
Total assets$5,439,013$325,993$5,765,006
Capital improvements$41,960$8,773$50,733

Quarter Ended September 30, 2025

(amounts in thousands) · PropertyOperations · Home Salesand RentalsOperations · Consolidated
Operations revenues$373,340$15,232$388,572
Operations expenses(189,338)(13,626)(202,964)
NOI184,0021,606185,608
Reconciliation to consolidated net income:
Depreciation and amortization(52,313)
Gain/(Loss) on sale of real estate and impairment, net31
Interest income2,770
Income from other investments, net1,972
General and administrative(8,791)
Casualty-related (charges)/recoveries, net3,748
Other expenses (1)(1,229)
Interest and related amortization(33,659)
Income tax (expense)/benefit (1)518
Equity in income/(loss) of unconsolidated joint ventures1,708
Consolidated net income$100,363
Total assets$5,478,166$269,015$5,747,181
Capital improvements$66,072$5,202$71,274

Nine Months Ended September 30, 2026

For the Nine Months Ended September 30, 2026
(amounts in thousands) · PropertyOperations · Home Salesand RentalsOperations · Consolidated
Operations revenues$1,149,191$41,556$1,190,747
Operations expenses(559,896)(39,923)(599,819)
NOI589,2951,633590,928
Reconciliation to consolidated net income:
Depreciation and amortization(161,671)
Gain/(Loss) on sale of real estate and impairment, net(507)
Interest income5,106
Income from other investments, net9,487
General and administrative(32,546)
Casualty-related (charges)/recoveries, net6,781
Other expenses(3,623)
Interest and related amortization(102,076)
Income tax (expense)/benefit(12,065)
Equity in income/(loss) of unconsolidated joint ventures445
Consolidated net income$300,259
Total assets$5,439,013$325,993$5,765,006
Capital improvements$138,515$21,677$160,192

Nine Months Ended September 30, 2025

For the Nine Months Ended September 30, 2025
(amounts in thousands) · PropertyOperations · Home Salesand RentalsOperations · Consolidated
Operations revenues$1,100,807$43,423$1,144,230
Operations expenses(546,985)(38,348)(585,333)
NOI553,8225,075558,897
Reconciliation to consolidated net income:
Depreciation and amortization(155,904)
Gain/(Loss) on sale of real estate and impairment, net(652)
Interest income7,210
Income from other investments, net6,074
General and administrative(28,485)
Casualty-related (charges)/recoveries, net4,072
Other expenses (1)(3,674)
Interest and related amortization(96,995)
Income tax (expense)/benefit (1)1,144
Equity in income/(loss) of unconsolidated joint ventures6,562
Consolidated net income$298,249
Total assets$5,478,166$269,015$5,747,181
Capital improvements$165,585$10,348$175,933

The following table summarizes our financial information for the Property Operations segment for the quarters and nine months ended September 30, 2026 and 2025:

Quarters Ended September 30,Nine Months Ended September 30,
(amounts in thousands)2026202520262025
Revenues:
Rental income$340,296$323,827$1,002,081$957,387
Annual membership subscriptions19,50917,86856,62751,112
Membership upgrade revenue3,1203,1209,3609,292
Other income15,33715,22044,68547,248
Gross revenues from ancillary services13,73813,30536,43835,768
Total property operations revenues392,000373,3401,149,1911,100,807
Expenses:
Utility expense47,28645,830130,150125,281
Payroll33,18432,50294,56092,588
Repairs and maintenance28,18826,71083,46279,094
Insurance and other24,59626,83775,60878,876
Real estate taxes22,07520,58566,00164,073
Membership sales and marketing4,8174,19913,20512,192
Cost of ancillary services7,2866,78818,23217,410
Ancillary operating expenses5,7825,61016,80716,041
Property management21,35520,27761,87161,430
Total property operations expenses194,569189,338559,896546,985
NOI$197,431$184,002$589,295$553,822

The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters and nine months ended September 30, 2026 and 2025:

Quarters Ended September 30,Nine Months Ended September 30,
(amounts in thousands)2026202520262025
Revenues:
Rental income (1)$4,009$3,610$11,700$10,543
Gross revenues from home sales and brokered resales10,65511,62229,85632,880
Total revenues14,66415,23241,55643,423
Expenses:
Rental home operating and maintenance1,6431,3644,4243,815
Cost of home sales and brokered resales10,73010,68630,28730,232
Home selling expenses1,7961,5765,2124,301
Total expenses14,16913,62639,92338,348
NOI$495$1,606$1,633$5,075

(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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.