株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to                     Commission File Number: 1-11718
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 36-3857664
(State or other jurisdiction of incorporation) (IRS Employer Identification Number)
Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
(312) 279-1400
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 Par Value ELS New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  ☒    No  ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes  ☐    No  ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☒    No  ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒    No  ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ☐ Smaller reporting company ☐ Emerging Growth Company ☐
Non-accelerated filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐    No  ☒
The aggregate market value of voting stock held by non-affiliates was approximately $12,050.8 million as of June 30, 2024 based upon the closing price of $65.13 on such date using beneficial ownership of stock rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude voting stock owned by Directors and Officers, some of whom may not be held to be affiliates upon judicial determination.
As of February 20, 2025, 191,142,869 shares of the Registrant's common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III incorporates by reference portions of the Registrant's Proxy Statement relating to the Annual Meeting of Stockholders to be held on April 29, 2025.


Equity LifeStyle Properties, Inc.
TABLE OF CONTENTS
 
    Page
PART I.
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II.
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. [Reserved]
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Forward-Looking Statements
Item 8. Financial Statements and Supplementary Data
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III.
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
PART IV.
Item 15. Exhibits, Financial Statement Schedules
Item 16. Form 10-K Summary
 

 
-i-

PART I
Item 1. Business
Equity LifeStyle Properties, Inc.
General
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 were formed in December 1992 to continue the property operations, business objectives and acquisition strategies of an entity that had owned and operated Properties since 1969. Mr. Samuel Zell served as Chairman of our Board of Directors from the Company’s initial public offering until his passing in May 2023. Mr. Zell is recognized as a founder of the modern real estate investment trust (“REIT”) industry. Commencing with our taxable year ended December 31, 1993, we have elected to be taxed as a REIT for U.S. federal income tax purposes.
We have a unique business model where we own the land which we lease to customers who own manufactured homes and cottages, RVs and/or boats 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. Compared to other types of real estate companies, our business model is characterized by low maintenance costs and low customer turnover costs. Our portfolio is geographically diversified across highly desirable locations near retirement and vacation destinations and urban areas across the United States. Our Properties generally attract retirees, vacationing families, second homeowners and first-time homebuyers by providing a community experience and a lower-cost home ownership alternative.
We are one of the nation's largest real estate networks with a portfolio of 452 Properties (including joint venture Properties) consisting of 173,201 Sites located throughout 35 states in the U.S. and British Columbia in Canada as of December 31, 2024.
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Our Properties are generally designed and improved for housing options of various sizes and layouts that are produced off-site by third-party manufacturers, installed and set on designated Sites within the Properties. Manufactured homes and cottages can range from approximately 400 to over 2,000 square feet. Properties may also have Sites that can accommodate RVs of varying sizes. We also have marinas that offer boat slip and dry storage rentals. In addition to centralized entrances, internal road systems and designated Sites, our Properties generally provide a clubhouse for social activities and recreation and other amenities, which can include swimming pools, shuffleboard courts, tennis courts, pickleball courts, golf courses, lawn bowling, restaurants, laundry facilities, cable television and internet service. Some Properties provide utilities, including water and sewer service, through municipal or regulated utilities, while others provide these services to customers from on-site facilities.
Our Formation
Our Properties are primarily owned by our Operating Partnership and managed internally by affiliates of our Operating Partnership. We are the general partner of the Operating Partnership. We contributed the proceeds from our various equity offerings to the Operating Partnership. In exchange for these contributions, we received units of common interests in the partnership (“OP Units”) equal to the number of shares of common stock that have been issued in such equity offerings.
We have elected to be taxed as a REIT for U.S. federal income tax purposes. Since certain activities, if performed by us, may not be qualifying REIT activities under the Internal Revenue Code of 1986, as amended (the “Code”), we have formed taxable REIT subsidiaries (each, a “TRS”). Our primary TRS is Realty Systems, Inc. (“RSI”) which, along with owning several Properties, is engaged in the business of purchasing, selling and leasing factory-built homes located in Properties owned and managed by us. RSI also offers home sale brokerage services to our residents who may choose to sell their homes rather than relocate them when moving from a Property. Subsidiaries of RSI also operate ancillary activities at certain Properties, such as golf courses, pro shops, stores and restaurants.
The financial results of the Operating Partnership and Subsidiaries are included in our consolidated financial statements, which can be found beginning on page F-1 of this Form 10-K.
Operating Strategies
Our operating strategy is to own and operate the highest quality Properties in sought-after locations near retirement and vacation destinations and urban areas across the United States. Through management of desirable Properties that provide an exceptional customer experience, we create communities valued by residents and guests while delivering value for stockholders.
We focus on Properties that have strong cash flows and plan to hold such Properties for long-term investment and capital appreciation. In determining cash flow potential, we evaluate our ability to attract high quality customers to our Properties and to retain customers who take pride in the Property and in their homes. Our operating, investment and financing initiatives include:
•Consistently providing high levels of services and amenities in attractive surroundings to foster a strong sense of community and pride of home ownership;
•Efficiently managing the Properties to add value, grow occupancy, maintain competitive market rents and control expenses;
•Incorporating sustainability considerations into our business and ensuring sustainability is embedded in our business operations;
•Achieving growth and increasing property values through strategic expansion and, where appropriate, renovation of the Properties;
•Utilizing technology to evaluate potential acquisitions, identify and track competing properties, attract new customers and monitor existing and prospective customer satisfaction;
•Selectively acquiring properties that offer opportunities for us to add value and enhance or create property concentrations in and around retirement or vacation destinations and urban areas to capitalize on operating synergies;
•Selectively acquiring parcels of land adjacent to our Properties that offer opportunities for us to expand our existing communities with additional Sites;
•Selecting joint venture partners that share business objectives, growth initiatives and risk profiles similar to ours;
•Managing our capital structure in order to maintain financial flexibility, minimize exposure to interest rate fluctuations and maintain an appropriate degree of leverage to maximize return on capital; and
•Developing and maintaining relationships with various capital providers.
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These initiatives and their implementation were determined by our management team and ratified by our Board of Directors and may be subject to change or amendment at any time.
Acquisitions and Dispositions
We invest in properties in sought-after locations near retirement and vacation destinations and urban areas across the United States with a focus on delivering value for residents and guests as well as stockholders. Over the last decade, we have continued to increase the number of Properties in our portfolio (including joint venture Properties), from approximately 384 Properties with over 143,000 Sites to 452 Properties with approximately 173,200 Sites as of December 31, 2024.
We are actively seeking to acquire and at any given time are engaged in various stages of negotiations relating to the possible acquisition of additional properties, which may include outstanding contracts to acquire properties that are subject to the satisfactory completion of our due diligence review. We believe there continues to be opportunities for property acquisitions. Based on industry reports, we estimate there are approximately 50,000 MH properties and approximately 8,700 RV properties (excluding government owned properties) in North America and approximately 4,500 marinas in the U.S. Many of these properties are not operated by large owners/operators and approximately 3,800 of the MH properties, 1,300 of the RV properties and 500 of the marinas contain 200 sites or more. We believe this fragmentation provides us the opportunity to purchase additional properties. We also believe we have a competitive advantage in the acquisition of additional properties due to our experienced management, significant presence in major real estate markets and access to capital resources. We utilize market information systems to identify and evaluate acquisition opportunities, including the use of a market database to review the primary economic indicators of the various locations in which we expect to expand our operations.
Acquisitions will be financed with the most efficient available sources of capital, which may include undistributed Funds from Operations (“FFO”), collateralized and uncollateralized borrowings, including our existing line of credit, issuance of additional equity securities, including under an at-the-market (“ATM”) equity offering program, and sales of investments. In addition, we have acquired and expect to acquire properties in transactions that include the issuance of OP Units as consideration for the acquired properties. We believe that an acquisition structure that includes our Operating Partnership has permitted and will permit us to acquire additional properties in transactions that may defer all or a portion of the sellers' tax consequences.
When evaluating potential acquisitions, we consider, among others, the following factors:
•Current and projected cash flows of the property;
•Geographic area and the type of property;
•Replacement cost of the property, including land values, entitlements and zoning;
•Location, construction quality, condition and design of the property, including vacant land and its location relative to one or more of our existing properties;
•Potential for capital appreciation of the property;
•Terms of tenant leases or usage rights;
•Climate risk;
•REIT tax compliance;
•Sellers' reputation;
•Opportunity to enhance the customer experience and add value through management expertise;
•Potential for economies of scale through property concentrations;
•Potential for economic growth and the tax and regulatory environment of the community in which the property is located;
•Potential for expansion, including increasing the number of Sites;
•Occupancy and demand by customers for properties of a similar type in the vicinity;
•Prospects for liquidity through sale, financing or refinancing of the property;
•Competition from existing properties and the potential for the construction of new properties in the area; and
•Working capital demands.
When evaluating potential dispositions, we consider, among others, the following factors:
•Whether the Property meets our current investment criteria;
•Our desire to exit certain non-core markets and reallocate the capital into core markets; and
•Our ability to sell the Property at a price that we believe will provide an appropriate return for our stockholders.
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When investing capital, we consider all potential uses of the capital, including returning capital to our stockholders. Our Board of Directors periodically reviews the conditions under which we may repurchase our stock. These conditions include, but are not limited to, market price, balance sheet flexibility, other opportunities and capital requirements.
Property Expansions
Development - Current Portfolio. An integral part of our growth and investment strategy is to evaluate each Property for expansion opportunities. Investment evaluation consists of reviewing the following: local market conditions, demographic trends, zoning and entitlements, infrastructure requirements, financial feasibility, projected performance and property operations. When justified, development of land available for expansion (“Expansion Sites”) allows us to leverage existing facilities and amenities. We believe our ability to increase density translates to greater value creation and cash flows through operational efficiencies. Overall, approximately 123 of our Properties have potential Expansion Sites, offering approximately 6,300 available acres. Refer to Item 2. Properties, which includes detail regarding the developable acres available at each property.
Acquisition - Expanding Portfolio. In selecting acquisition targets, we focus on properties with existing operations in place and contiguous Expansion Sites. Underwriting a project with these features allows us to access the previously untapped potential of such properties. For example, over the past three years, we have acquired 7 Properties and 6 land parcels that contain approximately 146 acres for future expansion.
Human Capital Management
We recognize that our success is driven by our employees. We invest in our employees and are committed to developing our employees’ skills and leadership abilities. As a result, we believe our employees are dedicated to building strong, innovative and long-term relationships with each other and with our residents and guests.
We have an annual average of approximately 3,800 full-time, part-time and seasonal employees dedicated to carrying out our operating philosophy while focusing on delivering an exceptional customer experience for our residents and guests. Our property operations are managed internally by affiliates of the Operating Partnership and are coordinated by an on-site team of employees that typically includes a manager, clerical staff and maintenance workers.
The on-site team at each Property is primarily responsible for providing maintenance and care to the property itself as well as customer service and, at times, coordinating lifestyle-oriented activities for our residents and guests. Direct supervision of on-site management is the responsibility of our regional vice presidents and regional and district managers, who have substantial experience addressing customer needs and creating innovative approaches to provide an exceptional experience for residents and guests, which we believe also creates value for our stockholders, through focused and effective property management. Complementing the field management staff are approximately 500 full-time employees in our home and regional offices who assist in all functions related to the management of our Properties.
We provide equal employment opportunities to all persons, in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the Americans with Disabilities Act. As of December 31, 2024, more than 50% of our workforce self-identified as female and more than 50% of our management positions are held by individuals self-identifying as female. To enhance our external pool of talent, we partner with third parties and post openings to a wide variety of job boards. We also have an annual internship program designed to, among other things, create a pipeline of qualified candidates prepared for entry-level positions within the Company. We recognize the importance of experienced leadership and as of December 31, 2024, the average tenure for the executive team was 19 years. The average age of our employees is 51, with ages spanning multiple generations, similar to our residents and guests.
Our employees are fairly compensated, without regard to gender, race and ethnicity and routinely recognized for outstanding performance. Our compensation program is designed to attract and retain talent. All employees are supported with a strong training and development program and a well rounded benefits plan to help them maintain their health and financial well-being. Employees are offered flexibility to meet personal and family needs. We encourage our employees to take time away from work to focus on their physical and mental well-being and offer a comprehensive benefit package that includes five mental health and well-being days, paid parental and paid family leave programs that exceed minimum regulatory requirements, back up child care services, pet insurance, paw-ternity leave and paid volunteer time off. In addition, we offer a competitive 401(k) plan that provides for an employer match of up to 4% with 100% vesting of all contributions immediately upon eligibility and an Employee Stock Purchase Plan providing a 15% discount for all eligible employees.
Providing a safe and healthy work environment for our team members is a top priority and we empower them to take ownership in this effort. Each employee is assigned a safety-related training curriculum tailored to their job responsibilities. All employees are encouraged to report any conditions in their workplace that raise health or safety concerns without fear of retaliation, which can be done via our confidential hotline.
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We also have a confidential multi-lingual Alertline available for all employees to report Ethics and Compliance concerns.
ELS is a place where talent is recognized and internal growth is promoted. In addition to foundational safety and compliance training, team members participate in virtual and in-person learning experiences including formal new employee and manager development programs, a formal mentorship program, a “Knowledge Power Day” program providing office-based employees an opportunity to be fully immersed in the day-to-day operations at our communities, customer experience training focused on varying elements that support our values for property team members and programs to support the sense of belonging, awareness and connection at ELS. We conduct annual performance, career development and compensation reviews for all employees to reward our employees based on merit and their contributions.
We continually assess and strive to enhance employee satisfaction and engagement. We solicit employee feedback and measure engagement through a variety of employee surveys. We look forward to inviting employees to participate in additional pulse surveys annually with focus on engagement and the overall employee experience.
Sustainability Strategy
ELS’ commitment to sustainability embraces a holistic approach which aims to support our business model, minimize our environmental impact, maintain a safe and healthy workplace and uphold a high standard of business ethics and conduct. We understand the value of continuing to focus on sustainable practices and the highest standard of business ethics and practices, as they are critical to our overall success and building long-term stakeholder value. With approximately 10,200 forested acres and 5,600 acres of wetland in our portfolio, we are committed to maintaining biodiversity across our portfolio and operating assets that are connected to their local and natural environments. As a result, the consideration of environmental factors has always been part of our culture in the daily operation of our business.
With a dedicated sustainability team, we are committed to incorporating sustainability principles into our business operations in collaboration with department heads. Our Sustainability Taskforce (the "Taskforce") supports our on-going commitment to environmental, social, governance and other public policy matters relevant to us (collectively “Sustainability matters”). Led by the sustainability team and overseen by our Executive Vice President and Chief Operating Officer, the Taskforce is comprised of a cross-functional team of employees from asset management, investor relations, compliance, communications, operations, marketing, risk management, financial reporting, legal, human resources, tax and IT that assists Company management and the Board in:
•Setting general strategy and objectives relating to Sustainability matters;
•Developing, implementing and monitoring initiatives and policies based on that strategy;
•Overseeing communications with employees, investors and stakeholders with respect to Sustainability matters; and
•Monitoring and assessing risks and opportunities relating to, and improving the Company's understanding of, Sustainability matters.
On a quarterly basis, the Taskforce reports on Sustainability matters to the Compensation, Nominating and Corporate Governance Committee (the "Compensation Committee") of the Board of Directors. The Compensation Committee is responsible for the review of our sustainability strategy and initiatives. The Strategic Planning Committee of the Board of Directors further assists the Board in assessing sustainability strategies. Quarterly committee meetings with the Board include briefings from management regarding a wide variety of strategic initiatives, including Sustainability matters. As Sustainability is a key strategic area at ELS, Sustainability achievements are included as a metric of consideration in the executive discretionary bonuses, of which payment is at the discretion of the Compensation Committee. Additionally, the Audit Committee of the Board of Directors is responsible for the discussion and review of policies with respect to risk assessment and risk management, including, but not limited to, human capital, climate, cyber security and other sustainability risks.
At ELS, sustainability is at the core of Our Nature through Uniting People, Places & Purpose.
Our Places: Environmental Sustainability
Our Nature is reflected in Our Places that demonstrate our environmental commitment within and beyond our property boundaries. Our Journey at ELS encompasses a three-part strategy to manage our impact, while also focusing on how we can provide environmental benefit beyond our own operations. Underpinning Our Journey is a practice of continual innovation.
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1.Reducing Operational Impact
a.Resource Conservation and Efficiency Programs: We aim to reduce emissions from our operations through our investments in resource conservation and efficiency.
b.Renewable Energy: We seek to utilize on-site renewable energy.
2.Enabling Customer Impact
a.Customer Impact: We enable customer conservation and efficiency by providing recycling and composting offerings; promoting water reduction through education and technology; and pursuing community-level certifications and procuring ENERGY STAR® certified homes to save our residents money and energy.
3.Enhancing Positive Impact
a.Protecting Biodiversity & Providing Outdoor Access: We are committed to preserving biodiversity within our portfolio and providing outdoor access to our guests and residents.
Our People: Social Responsibility
We are in the business of building community, and we understand the importance of extending those efforts beyond our individual property lines. Making a positive impact in the greater communities in which we operate not only helps us make a difference in the lives of others, but also enhances our knowledge of and connection to the people and places we serve.
1.Residents & Guests
a.We work to create a comfortable and welcoming environment for everyone – residents, guests and team members. With a culture of recognition and reputation for excellence, our team members are empowered to take ownership in their jobs and help our customers create lasting memories. Our dedicated on-site management teams are encouraged to be ambassadors of their communities and are committed to consistently delivering an exceptional experience for our residents and guests.
2.Giving Back
a.We believe in supporting the communities where we operate as well as the greater communities in which we live, work and play. To maximize our efforts at giving back, we leverage a multi-pronged approach to delivering on this commitment, which includes a focus on employee engagement, community giving, strategic sponsorship and nonprofit impact.
3.Team Members
a.We recognize that our success is driven by our employees. Our full-time, part-time and seasonal team members are dedicated to carrying out our operating philosophy and focused on delivering an exceptional customer experience for our residents and guests. Our People and Culture (Human Resources) team plays an active role in guiding our team members to success, from the moment they apply and throughout their journey with the Company. Our Talent Acquisition team identifies top talent, guides prospective employees to the right career opportunity and ensures an equitable hiring process. Once employed, our Learning and Development and Talent Management teams continue to support and develop our employees within a professional and community-oriented culture.
Our Purpose: Corporate Governance
It is of the utmost importance to the Company that we maintain the highest level of ethical standards in our processes, customs, and policies. Whether we are working with customers or vendors, we guide our actions with a clear set of established principles, and we hold ourselves accountable for ethical business practices. We expect all employees, officers, members of management, and directors to act with honesty, integrity, fairness, and respect.
Our Nature is to empower our teammates to take ownership in their jobs, to use good judgement and to do what is right for our customers and the Company. Good judgment based upon an understanding of the laws, regulations and principles of ethics is the best safeguard against improper or unethical conduct.
Information on our sustainability practices can be found in our 2023-24 Sustainability Report published in November 2024, which references the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) frameworks. The Sustainability Report also includes information on our environmental performance and methodology for energy, greenhouse gas emissions and water metrics. These reports and other sustainability policies and collaborations are available at www.equitylifestyleproperties.com/sustainability. The information on our internet site is not part of, nor incorporated into, this annual report on Form 10-K.
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Leases or Usage Rights
At our Properties, a typical lease for the rental of a Site between us and the owner or renter of a home is month-to-month or for a one-year term, renewable upon the consent of both parties or, in some instances, as provided by statute. These leases are cancellable, depending on applicable law, for non-payment of rent, violation of Property rules and regulations or other specified defaults. Long-term leases are in effect at approximately 7,201 Sites in 21 of our MH Properties. Some of these leases are subject to rental rate increases based on the Consumer Price Index (“CPI”), in some instances allowing for pass-throughs of certain items such as real estate taxes, utility expenses and capital expenditures. Generally, adjustments to our rental rates, if appropriate, are made on an annual basis.
In Florida, which represents 38.3% of total sites and 45.3% of total property operating revenues, in connection with offering a Site in a MH community for rent, the MH community owner must deliver to the prospective resident a prospectus required by Florida Statutes Chapter 723.011, which must first be approved by the state's regulatory agency. The prospectus contains certain required disclosures regarding the community, the rights and obligations of the MH community owner and residents and a copy of the lease agreement. A prospectus may describe what factors the MH community owner can use to justify a rental rate increase and may contain limitations on the rights of the MH community to increase rental rates. However, in the absence of such limitations, the MH community owner may increase rental rates to market, subject to certain advance notice requirements and a statutory requirement that the rental increase and rental rates be reasonable. See further discussion below related to rent control legislation.
At Properties zoned for RV use, we have entered into agreements with residents who have usage rights on an annual basis and we have long-term relationships with many of our seasonal and transient residents and guests, who typically enter into short-term rental agreements. Generally, these residents and guests cannot live full time on these Properties for reasons including their seasonal nature. Many of them also leave deposits to reserve a Site for the following year.
Properties operated under the Thousand Trails brand are primarily utilized to serve subscription members. Available Sites within these Properties may also be utilized by non-members. A membership subscription grants the member access to these Properties on a continuous basis of up to 14 days in exchange for an annual payment. In addition, members are eligible to upgrade their subscriptions, which increase usage rights during the membership term. Certain membership upgrades require a non-refundable upfront payment, for which we offer financing options to eligible members. Most of the subscription contracts provide for an annual dues increase, usually based on increases in the CPI.
Regulations and Insurance
General. Our Properties are subject to a variety of laws, ordinances and regulations, including regulations relating to recreational facilities such as swimming pools, clubhouses and other common areas, regulations relating to providing utility services, such as electricity, and regulations relating to operating water and wastewater treatment facilities at certain Properties. We believe that each Property has all material permits and approvals necessary to operate. We renew these permits and approvals in the ordinary course of business.
Insurance. Our Properties are insured against risks that may cause property damage and business interruption, including events such as fire, flood, earthquake, or windstorm. The relevant insurance policies contain deductible requirements, coverage limits and particular exclusions. Our current property and casualty insurance policies with respect to our MH and RV Properties, which we plan to renew, expire on April 1, 2025. We have a $125.0 million per occurrence limit with respect to our MH and RV all-risk property insurance program, which includes approximately $75.0 million of coverage per occurrence for named windstorms, which include, for example, hurricanes. The loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25.0 million aggregate loss limit for earthquake(s) in California. The deductibles for this policy primarily range from a $500,000 minimum to 5.0% per unit of insurance for most catastrophic events. For most catastrophic events, there is an additional one-time aggregate deductible of $10.0 million, which is capped at $5.0 million per occurrence. We have separate insurance policies with respect to our marina Properties. Those casualty policies will expire on November 1, 2025 and the property insurance program, which we plan to renew, expires on April 1, 2025. The marina property insurance program has a $30.0 million per occurrence limit, subject to self-insurance and a minimum deductible of $100,000 plus, for named windstorms, 5.0% per unit of insurance subject to a $500,000 minimum. A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
Rent Control Legislation. At certain Properties, state and local rent control laws dictate the structure of rent increases and in some cases, outline the ability to recover the costs of capital improvements. Enactment of such laws has been considered at various times in other jurisdictions.
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We presently expect to continue to maintain Properties and may purchase additional properties in markets that are either subject to rent control or in which rent related legislation exists or may be enacted. For example, Florida law requires that rental increases be reasonable and Delaware law requires rental increases greater than the changes in the CPI to be justified. Also, certain jurisdictions in California in which we own Properties limit rent increases to changes in the CPI or some percentage of the CPI. As part of our effort to realize the value of Properties subject to restrictive regulations, we have initiated lawsuits at times against various municipalities imposing such regulations in an attempt to balance the interests of our stockholders with the interests of our residents and guests.
Membership Properties. Many states also have consumer protection laws regulating right-to-use or campground membership sales and the financing of such sales. Some states have laws requiring us to register with a state agency and obtain a permit to market (see Item 1A. Risk Factors). At certain Properties primarily used as membership campgrounds, state statutes limit our ability to close a Property unless a reasonable substitute Property is made available for members to use.
Industry
We believe that demand for manufactured housing, RV communities and marinas will continue to outpace supply in the near future. We expect much of this demand will continue to come from baby boomers, who may seek an active RV lifestyle or a permanent retirement or vacation establishment. In addition, we expect the exposure to Generation X, Millennials and Gen Z will contribute to the demand, as these groups focus on affordability, prefer housing quality over size and pursue unique experiences. We believe that our Properties and our business model provide an attractive destination for customers as they seek value in their housing and recreational options. Positive trends in categories such as customer demographics, the quality of manufactured housing construction and limited property supply, among others, fuel our belief that our Properties are well positioned for the future:
•Barriers to Entry: We believe that the supply of new properties in locations we target will be constrained by barriers to entry. While we have seen a modest increase in ground-up development, primarily of RV properties, the most significant barrier continues to be the difficulty of securing zoning permits from local authorities, particularly in geographic areas we target for investment. This has been the result of (i) the public perception of manufactured housing and (ii) the fact that MH and RV communities generate less tax revenue than conventional housing properties because the homes are treated as personal property (a benefit to the homeowner) rather than real property. Further, the length of time between investment in a property's development and the attainment of stabilized occupancy and the generation of profit is significant. The initial development of the infrastructure may take up to three years and once a property is ready for occupancy, it may be difficult to attract customers to an empty property.
•Customer Base: We believe that our properties tend to achieve and maintain a stable rate of occupancy due to the following factors: (i) customers typically own their own homes and display pride of ownership in maintenance and upkeep of their homes, (ii) properties tend to foster a sense of community as a result of amenities, such as clubhouses and recreational and social activities, (iii) customers often sell their homes in-place (similar to site-built residential housing), resulting in no interruption of rental payments to us and (iv) moving a factory-built home from one property to another involves substantial cost and effort.
•Lifestyle Choice: The RV industry is experiencing strong demand, outpacing available infrastructure and creating significant growth opportunities. While more than 8 million households currently own an RV, there are only 1 million privately-owned RV campsites across the U.S. according to the National Association of RV Parks and Campgrounds, underscoring a gap between supply and demand. This imbalance is set to grow, as 16.9 million households express interest in purchasing an RV within the next five years according to the Recreational Vehicle Industry Association's 2025 Go RVing RV Owner Demographic Profile. RV ownership spans diverse demographics, including various age groups, with a shift towards younger, diverse families, including a growing number of RV intenders being in the 35-54 age group (46%) and more families with children under 18 joining the lifestyle. Additionally, camping remains a key driver of demand, with 81.1 million Americans camping in 2024 (The Dyrt’s 2025 Camping Report).
According to the U.S. Census Bureau in 2019, every day 10,000 Americans turn 65 years old and all baby boomers will be at least age 65 by 2030. We believe that this population segment, seeking an active lifestyle, will provide opportunities for our future growth. As RV owners age and move beyond the more active RV lifestyle, they will often seek permanent retirement or vacation establishments. Manufactured homes and cottages have become an increasingly popular housing alternative. According to 2023 U.S. Census Bureau National Population Projections figures, the population of people ages 55 and older is expected to grow 15% within the next 14 years.
We believe that the housing choices in our Properties are especially attractive to such individuals throughout this lifestyle cycle. Our Properties offer an appealing amenity package, close proximity to local services, social activities, low maintenance and a secure environment.
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In fact, many of our Properties allow for this cycle to occur within a single Property.
The National Marine Manufacturers Association (“NMMA”) released its 2022 U.S. Recreational Boating Statistical Abstract in January 2024. Total recreational marine expenditures during 2022 reached a high of $59.3 billion, a 4.4% and 37.1% increase over 2021 and 2019, respectively. According to NMMA, an estimated 85 million Americans go boating each year.
According to the U.S. Bureau of Economic Analysis (“BEA”), demand for recreational marine purchases has continued in 2022, as boating and fishing represent the second largest outdoor recreation activities in the U.S., with $32.4 billion in current-dollar value added to the economy.
•Construction Quality: The Department of Housing and Urban Development's (“HUD”) standards for manufactured housing construction quality are the only federal standards governing housing quality of any type in the United States. Manufactured homes produced since 1976 have received a “red and silver” government seal certifying that they were built in compliance with the federal code. The code regulates manufactured home design and construction, strength and durability, fire resistance and energy efficiency and the installation and performance of heating, plumbing, air conditioning, thermal and electrical systems. In newer homes, top grade lumber and dry wall materials are common. Also, manufacturers are required to follow the same fire codes as builders of site-built structures. In 1994, following the devastation left by Hurricane Andrew, HUD introduced regulations that established different wind zones across the country. As a result, any homes set in place since 1994 must be able to withstand wind speeds of 70 miles per hour in Zone 1, 100 miles per hour in Zone 2 and 110 miles per hour in Zone 3. While most of the United States is designated wind Zone 1, areas most likely to be impacted by hurricanes are either Zone 2 or Zone 3.
Although construction of cottages, which are generally smaller homes, do not come under the same HUD regulations, they are built and certified in accordance with National Fire Protection Association (“NFPA”) 1192-15 and American National Standards Institute (“ANSI”) A119.5 consensus standards for park model recreational vehicles and have many of the same quality features. The RVIA operates a safety standards and inspection program that requires member manufacturers of all recreation vehicles, including park model RVs, to certify that each unit built complies with the requirements of the applicable standards.
•Comparability to Site-Built Homes: Since inception, the manufactured housing industry has experienced a trend toward multi-section homes. The average current manufactured homes are approximately 1,471 square feet. Many such homes have nine-foot or vaulted ceilings, fireplaces and as many as four bedrooms and closely resemble single-family ranch-style site-built homes at a fraction of the price. At our Properties, there is an active resale or rental market for these larger homes. According to the 2020 U.S. Census American Community Survey, manufactured homes represent 7.5% of single-family housing units.
•Second Home and Vacation Home Demographics: The National Association of Realtors (“NAR”) released their Vacation Home Counties Report in 2021, which indicated that vacation home sales surged throughout the pandemic. In 2020, vacation home sales rose by 16.4%, outpacing the 5.6% growth in total existing-home sales. The share of vacation home sales to total existing-home sales increased to 6.7% in the first four months of 2021, up from a 5% share in 2019.
In 2020, the number of recent home buyers who own more than one home was 17%, up from 16% in 2019, according to NAR. NAR reports that owning more than one property was most common for buyers aged 65 years and older at 22%. Additionally, NAR reports that of second homebuyers from October 2015 through September 2020, 39% purchased in resort areas, 16% purchased in small towns and 15% purchased in rural areas. Looking ahead, we expect continued strong demand from baby boomers and Generation X. We believe these individuals will continue to drive the market for second-home sales as vacation properties, investment opportunities, or retirement retreats. We believe it is likely that over the next decade we will continue to see high levels of second-home sales and that manufactured homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes.
Notwithstanding our belief that the industry information highlighted above provides us with significant long-term growth opportunities, our short-term growth opportunities could be disrupted by the following:
•Shipments: Manufacturers quote production volume in terms of shipments, which can represent one section of a home or an entire home. According to statistics compiled by the U.S. Census Bureau, 2024 and 2023 shipments of manufactured homes were closer to pre-pandemic levels. 2022 shipments of manufactured homes appeared to be the highest in over a decade, marking the first time that shipments exceeded over 100,000 for two consecutive years. According to the RVIA, wholesale shipments of RVs for 2024 ended with 333,733 shipments, a modest increase from 313,174 in 2023.
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1.Source: RVIA
2.U.S. Census: Manufactured Homes Survey

•Sales: We believe consumers view RVs as a safe way to enjoy an active outdoor lifestyle, travel and see the country. While 2024 retail sales of RVs were 321,573, down approximately 6.7% from 2023, the enduring appeal of the RV lifestyle has translated into continued strength in RV sales, as 2021 marked the highest sales year for the industry at 516,565. RV sales could continue to benefit from the increased demand from the baby boomers and Millennials. Financing options are also available as RV dealers typically have relationships with third-party lenders, who provide financing for the purchase of a RV.
•Availability of financing: Although RV financing is readily available, the economic and legislative environment has generally made it difficult for buyers of both manufactured homes and RVs to obtain financing. Legislation enacted in 2008 and effective in 2010, known as the SAFE Act (Secure and Fair Enforcement for Mortgage Licensing Act) requires community owners interested in providing financing to buyers of manufactured homes to register as mortgage loan originators in states where they engage in such financing. In comparison to financing available to buyers of site-built homes, the few third-party financing sources available to buyers of manufactured homes offer financing with higher down payments, higher rates and shorter maturities and loan approval is subject to more stringent underwriting criteria. See Item 1A. Risk Factors and our consolidated financial statements and related notes beginning on page F-1 of this Form 10-K for more detailed information.
The Federal Housing Finance Agency (the “FHFA”), overseer of Fannie Mae, Freddie Mac (the “GSEs”) and the Federal Home Loan Banks, focuses on equitable access to affordable and sustainable housing. Since 2017, the FHFA has developed programs for the GSEs that address leadership in developing loan products and flexible underwriting guidelines in underserved markets to facilitate a secondary market for mortgages on manufactured homes titled as real property or personal property, blanket loans for certain categories of manufactured housing communities, preserving the affordability of housing for renters and homebuyers, and housing in rural markets. While the FHFA and the current programs may have a positive impact on the ability of our customers to obtain chattel loan financing, the impact on us as well as the industry cannot be determined at this time.
Available Information
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We file reports electronically with the Securities and Exchange Commission (“SEC”). The SEC maintains a website that contains reports, proxy information and statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. We also maintain a website with information about us as well as our press releases, investor presentations and filings with the SEC at http://www.equitylifestyleproperties.com, which can be accessed free of charge. We intend to post material on our website from time to time that contains material non-public information. The posting of such information is intended to comply with our disclosure requirements under Regulation Fair Disclosure. Accordingly, in addition to following our SEC filings and public conference calls, we encourage investors, the media and others interested in us to review the business and financial information we post on our website. The information contained on our website, or available by hyperlink from our website, is not incorporated into this Form 10-K or other documents we file with, or furnish to, the SEC. Requests for copies of our filings with the SEC and other investor inquiries should be directed to:
Investor Relations Department
Equity LifeStyle Properties, Inc.
Two North Riverside Plaza
Chicago, Illinois 60606
Phone: 1-800-247-5279
e-mail: investor_relations@equitylifestyle.com


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Item 1A. Risk Factors
The following risk factors could cause our actual results to differ materially from those expressed or implied in forward-looking statements made in this Form 10-K and presented elsewhere by our management from time to time. These risk factors may have a material adverse effect on our business, financial condition, operating results and cash flows. Additional risks and uncertainties not presently known to us or that are currently not believed to be material may also affect our actual results.
Risks Relating to Our Operations and Real Estate Investments
The Economic Performance and Value of Our Properties Are Subject to Risks Associated with the Real Estate Industry.
The economic performance and value of our Properties could be adversely affected by various factors, many of which are outside of our control. These factors include but are not limited to the following:
•changes in the global, national, regional and/or local economies;
•the attractiveness of our Properties to customers, competition from other MH and RV communities and lifestyle-oriented properties and marinas and alternative forms of housing (such as apartment buildings and site-built single-family homes);
•the ability of MH, RV and boat manufacturers to adapt to changes in the economy and the availability of units from these manufacturers;
•the ability of our potential customers to sell or lease their existing residences in order to purchase homes or cottages at our Properties, and heightened price sensitivity for seasonal and second homebuyers;
•the ability of our potential customers to obtain financing on the purchase of manufactured homes and cottages, RVs and/or boats;
•our ability to attract new customers and retain them for our membership subscriptions and upgrade sales business;
•our ability to collect payments from customers and pay or control operating costs, including real estate taxes and insurance;
•the ability of our assets to generate income sufficient to pay our expenses, service our debt and maintain our Properties;
•our ability to diversify, reconfigure our portfolio promptly in response to changing economic or other conditions and sell our Properties timely due to the illiquid nature of real estate investments;
•unfavorable weather conditions, especially on holiday weekends in the spring and summer months, which are peak business periods for our transient customers;
•changes in weather patterns and the occurrence of natural disasters or catastrophic events, including acts of war and terrorist attacks;
•fluctuations in the exchange rate of the U.S. dollar to other currencies, primarily the Canadian dollar due to Canadian customers, who frequently visit our southern Properties;
•changes in U.S. social, economic and political conditions, laws and governmental regulations, including policies governing rent control, fair and equitable access to housing, property zoning, taxation, minimum wages, chattel financing, health care, foreign trade, tariffs, regulatory compliance, manufacturing, development and investment;
•an inflationary environment in which the costs to operate and maintain our communities increase at a rate greater than our ability to increase rents;
•a recession or economic downturn;
•supply chain disruptions and tightening labor markets, which have affected and could affect our ability to obtain materials and skilled labor timely without incurring significant costs or delays for any development and expansion activities;
•fiscal policies, instability or inaction at the U.S. federal government level, which may lead to federal government shutdowns or negative impacts on the U.S. economy;
•adverse outcomes of litigation;
•public health crises, such as highly infectious or contagious diseases, which have had and could in the future have an adverse effect on our business; and
•the realization of any other risk factors included in this Annual Report on Form 10-K.
Changes in or the occurrence of any of these factors could adversely affect our financial condition, results of operations, market price of our common stock and our ability to make expected distributions to our stockholders or result in claims, including, but not limited to, foreclosure by a lender in the event of our inability to service our debt.



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Significant Inflation Could Negatively Impact Our Business.

Substantial inflationary pressures can adversely affect us by increasing the costs of materials, labor and other costs needed to operate our business. Higher construction costs have and could continue to adversely impact our investments in real estate assets and our expected yields on development and value-add projects. In a highly inflationary environment, we may not be able to raise rental rates at or above the rate of inflation, which could reduce our profit margins. If we are unable to increase our rental prices to offset the effects of inflation, our business, results of operations, cash flows and financial condition could be adversely affected. In addition, past interest rate increases enacted to combat inflation have caused market disruption and could continue to prevent us from acquiring or disposing of assets on favorable terms.

Inflation may also cause increased volatility in financial markets, which could affect our ability to access the capital markets or impact the cost or timing at which we are able to do so. To the extent our exposure to increases in interest rates on any of our debt is not eliminated through interest rate swaps and interest rate protection agreements, for example, our line of credit, such increases will result in higher debt service costs, which will adversely affect our cash flows.

There is no guarantee that we will be able to mitigate the effects of inflation and related impacts, and the duration and extent of any prolonged periods of inflation, and any related adverse effects on our results of operations and financial condition, remain unknown at this time.

General Economic Conditions and Economic Downturns in Markets with a Large Concentration of Our Properties May Adversely Affect Our Financial Condition, Results of Operations, Cash Flows and Ability to Make Distributions.
Our success is dependent upon economic conditions in the U.S. generally and in the geographic areas and states where a substantial number of our Properties are located. Adverse macroeconomic conditions, including slow growth or recession, high unemployment, inflation, threats of, and/or the implementation of tariffs, tighter credit, higher interest rates, and currency fluctuations, can adversely impact demand for our Properties. In a recession or under other adverse economic conditions, non-earning assets and write-downs are likely to increase as debtors fail to meet their payment obligations. Although we maintain reserves for credit losses in amounts that we believe are sufficient to provide adequate protection against potential write-downs in our portfolio, these amounts could prove to be insufficient. We are also exposed to the risks of downturns in the local economy or other local real estate market conditions. As we have a large concentration of Properties in certain markets, most notably Florida, Northeast, California and Arizona, which comprised 45.3%, 11.3%, 10.7% and 10.6%, respectively, of our total property operating revenue for the year ended December 31, 2024, adverse market and economic conditions in these areas could significantly affect factors, such as occupancy and rental rates and could have a significant impact on our financial condition, results of operations, cash flows and ability to make distributions.
Certain of Our Properties, Primarily Our RV Communities and Marinas, are Subject to Seasonality and Cyclicality.
Some of our RV communities and marinas are used primarily by vacationers and campers. These Properties experience seasonal demand, which generally increases in the spring and summer months and decreases in the fall and winter months. As such, results for a certain quarter may not be indicative of the results of future quarters. In addition, since our RV communities and marinas are primarily used by vacationers and campers, economic cyclicality resulting in a downturn that affects discretionary spending and disposable income for leisure-time activities could adversely affect our cash flows.
Our Properties May Not Be Readily Adaptable to Other Uses.
Properties in our portfolio, including marinas and certain RV communities, are specific-use properties and may contain features or assets that have limited alternative uses. These Properties may also have distinct operational functions that involve specific procedures and training. If the operations of any of those Properties becomes unprofitable due to industry competition, operational execution or otherwise, then it may not be feasible to operate that Property for another use and the value of certain features or assets used at that Property, or the Property itself, may be impaired. Should any of these events occur, our financial condition, results of operations and cash flows could be adversely impacted.
Competition for Acquisitions May Result in Increased Prices for Properties and Associated Costs and Increased Costs of Financing.
Other real estate investors with significant capital may compete with us for attractive investment opportunities. Such competition could increase prices for Properties and result in increased fixed costs, including real estate taxes. To the extent we are unable to effectively compete or acquire properties on favorable terms, our ability to expand our business could be adversely affected.
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New Acquisitions May Fail to Perform as Expected and the Intended Benefits May Not Be Realized, Which Could Have a Negative Impact on Our Operations and the Market Price of Our Common Stock.
We may continue to acquire Properties. However, newly acquired Properties may fail to perform as expected and could pose risks for our ongoing operations including the following:
•integration may prove costly or time-consuming and may divert our attention from the management of daily operations;
•we may be unable to access capital or we may encounter difficulties, such as increases in financing costs;
•we may incur costs and expenses associated with undisclosed or potential liabilities;
•we may experience a real estate tax re-assessment imposed by state or local governmental authorities that may result in higher real estate taxes than anticipated;
•unforeseen difficulties may arise in integrating an acquisition into our portfolio;
•expected synergies may not materialize; and
•we may acquire properties in new markets where we face risks associated with lack of market knowledge, such as understanding of the local economy, the local government and/or local permit procedures.
As a result of the foregoing, we may not accurately estimate or identify all costs necessary to bring an acquired Property up to standards established for our intended market position. As such, we cannot provide assurance that any acquisition we make will be accretive to us in the near term or at all. Furthermore, if we fail to realize the intended benefits of an acquisition, the market price of our common stock could decline to the extent that the market price reflects those anticipated benefits.
Development and Expansion Properties May Fail to Perform as Expected and the Intended Benefits May Not Be Realized, Which Could Have a Negative Impact on Our Operations and the Market Price of Our Common Stock.
We may periodically consider development and expansion activities, which are subject to risks such as construction costs exceeding original estimates and construction and lease-up delays, resulting in increased costs and lower than expected revenues. The construction and building industry, similar to many other industries, has experienced worldwide supply chain disruptions due to a multitude of factors that are beyond our control. As a result, we may be unable to complete our development or redevelopment projects timely and/or within our budget, which may affect our ability to lease to potential customers and adversely affect our business, financial condition and results of operations. To the extent we engage third-party contractors to complete development or expansion activities, there is no guarantee that they can complete these activities on time and in accordance with our plans and specifications. We may also be unable to obtain necessary entitlements and required governmental permits that could result in increased costs or the delay or abandonment of these activities. Additionally, there can be no assurance that these properties will operate better as a result of development or expansion activities due to various factors, including lower than anticipated occupancy and rental rates causing a property to be unprofitable or less profitable than originally estimated.
We Regularly Expend Capital to Maintain, Repair and Renovate Our Properties, Which Could Negatively Impact Our Financial Condition, Results of Operations and Cash Flows.
We have, and we may be required to, from time to time, make significant capital expenditures to maintain or enhance the competitiveness of our Properties, including infrastructure improvements. In addition, as most of our residents own their homes located in our Properties, the replacement, repairs and refurbishment of these homes may not be within our control. If our Properties are not as attractive to current and prospective customers as compared to the properties owned by our competitors, we could lose customers or suffer lower rental rates. There is no assurance that any capital expenditure would result in higher occupancy or higher rental rates. In addition, the price of commodities and skilled labor for our construction projects may increase unpredictably due to external factors, including supply chain disruptions. It is uncertain whether we would be able to source the essential commodities, supplies, materials, and skilled labor timely or at all without incurring significant costs or delays, particularly during times of economic uncertainty resulting from events outside of our control. To the extent that the expenditures exceed our available cash, we may need to secure new or additional financing.
Our Ability to Renew Ground Leases Could Adversely Affect Our Financial Condition and Results of Operations.
We own the buildings and leasehold improvements at certain Properties that are subject to long-term ground leases. For various reasons, landowners may not want to renew the ground lease agreements with similar terms and conditions, if at all, which could adversely impact our ability to operate these Properties and generate revenues. As of December 31, 2024, we had 10 Properties in our portfolio subject to ground lease agreements for land.

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Our Ability to Sell or Rent Manufactured Homes Could Be Impaired, Resulting in Reduced Cash Flows.
Selling and renting homes is a part of our business. Our ability to sell or rent manufactured homes could be adversely affected by any of the following factors:
•disruptions in the single-family housing market;
•downturns in economic conditions which adversely impact the housing market;
•local conditions, such as an oversupply of lifestyle-oriented properties or a reduction in demand for lifestyle-oriented properties;
•increased costs to acquire homes;
•our ability to obtain an adequate supply of homes at reasonable costs from MH suppliers;
•our ability to acquire or develop existing land suitable for home building;
•the ability of customers to obtain affordable financing; and
•demographics, such as the retirement of “baby boomers” and their demand for access to our lifestyle-oriented Properties.
Regulation of Chattel Financing May Affect Our Ability to Sell Homes.
Since 2010, the regulatory environment has made it difficult for purchasers of manufactured homes and RVs to obtain financing. The Secure and Fair Enforcement for Mortgage Licensing Act requires community owners interested in providing financing for customer purchases of manufactured homes to register as mortgage loan originators in states where they engage in such financing. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act amended the Truth in Lending Act and other consumer protection laws by adding requirements for residential mortgage loans, including limitations on mortgage origination activities, restrictions on high-cost mortgages and new standards for appraisals. The law also requires lenders to make a reasonable investigation into a borrower's ability to repay a loan. These requirements make it more difficult for homeowners to obtain affordable financing to obtain loans to purchase manufactured homes or RVs. Homeowners' ability to obtain affordable financing could affect our ability to sell homes.
Our Investments in Joint Ventures Could Be Adversely Affected by Our Lack of Sole Decision-Making Authority Regarding Major Decisions, Our Reliance on Our Joint Venture Partners' Financial Condition, Any Disputes That May Arise Between Us and Our Joint Venture Partners and Our Exposure to Potential Losses From the Actions of Our Joint Venture Partners.
We currently and may continue to acquire properties through or make investments in joint ventures with other persons or entities. Joint venture investments involve risks not present with respect to our wholly owned Properties, including the following:
•Our joint venture partners may experience financial distress, become bankrupt or fail to fund their share of required capital contributions, which could delay construction or development of a property, increase our financial commitment to the joint venture or adversely impact the ongoing operations of the joint venture;
•Our joint venture partners may have business interests or goals with respect to a property that conflict with our business interests and goals, which could increase the likelihood of disputes regarding the ownership, management or disposition of the property; and
•We may be unable to take actions that are opposed by our joint venture partners under arrangements that require us to share decision-making authority over major decisions affecting the ownership or operation of the joint venture and any property owned by the joint venture, such as the sale or financing of the property or the making of additional capital contributions for the benefit of the venture.
At times we have entered into agreements providing for joint and several liability with our partners. Frequently, we and our partners may each have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partners' interest, at a time when we otherwise would not have initiated such a transaction. Any of these risks could materially and adversely affect our ability to generate and recognize attractive returns on our joint venture investments, which could have a material adverse effect on our results of operations, financial condition and distributions to our stockholders.
There is a Risk of Accidents, Injuries or Disease Outbreaks Occurring at Our Properties Which May Negatively Impact Our Operations.
While we maintain and promote safety at our Properties, there are inherent risks associated with certain features, assets and activities at our communities. An accident, injury or disease outbreak at any of our communities, particularly an accident, injury or disease outbreak involving the safety of our residents, guests and employees, may be associated with claims against us involving higher assertions of damages and/or higher public visibility. The occurrence of an accident, injury or disease outbreak at any of our communities could also cause damage to our brand or reputation, lead to loss of consumer confidence in us, reduce occupancy at our communities and negatively impact our results of operations.
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Our Success Depends on Our Talented Employees, Management, Directors and Key Personnel.
Our employees, management, directors and other key personnel have a significant role in our success. Our ability to attract, retain and motivate talented employees and directors could significantly impact our future performance. The loss of one or more members of our senior leadership team could materially and adversely affect us. Competition for these individuals is intense, and there is no assurance that we will retain our directors, key officers and employees or that we will be able to attract and retain other highly qualified individuals in the future.
Our Business Operations are Dependent on the Effective Operation of Technology.
We rely on software and computer systems to process and store information required for our business operations. Any disruption to these systems or to third-party vendors that maintain these systems could adversely affect our business operations. While we maintain and require our vendors to maintain appropriate back-up copies of our information, transitioning to a new system or vendor can be time-consuming and disruptive. Additionally, it is important for us to explore and evolve with new developments in technology to stay competitive. For example, our customers rely on our technology platforms to make reservations; and therefore, these user interfaces must be understandable and easy to use. It may require investment of both time and expense to implement a new system or upgrade our existing technology, and we may not achieve the benefits that we anticipate from any new system, software or technology. Interruptions to any of the above could lead to lost revenues, interruptions in our business operations and damage to our business reputation. New technologies, including artificial intelligence, may also pose inherent risks such as potential for inaccuracy, bias, intellectual property infringement, or misappropriation, and may expand concerns regarding data privacy and cybersecurity, and could result in higher than anticipated costs or could adversely affect our results of operations. For more information on cybersecurity risks that could affect the Company, please see “We Face Risks Relating to Cybersecurity Incidents and Privacy Laws.” below.
Public health crises, such as an Epidemic or a Pandemic, Could Materially and Adversely Impact or Disrupt Our Business Including Our Financial Condition, Results of Operations and Cash Flows.
Pandemics, epidemics, or other public health crises, and measures intended to prevent the spread of such events, have had and could in the future have significant repercussions across regional, national and global economies and financial markets. These events have caused and could in the future cause governmental and societal responses that are highly uncertain, and we cannot predict with confidence the impact a public health crisis would have on macroeconomic conditions, consumer behavior, cross-border travel, labor availability, credit and financing conditions, supply chain management, and local operations in impacted markets, all of which can materially and adversely affect our financial condition, results of operations and cash flows.
Risks Relating to Governmental Regulation and Potential Litigation
Changes to Federal and State Laws and Regulations Could Adversely Affect Our Operations and the Market Price of Our Common Stock.
Our Properties and business operations are subject to certain federal, state and local and foreign laws, regulations and policies. Compliance with laws and regulations that govern our operations may require significant expenditures or modifications of business plans that could have a detrimental effect on our Properties and operations. We do not know whether existing requirements will change or whether future requirements will develop, which may require us to spend additional amounts to comply with the regulations, or may restrict our ability to conduct our business operations in ways that are profitable. Failure to comply with these requirements could subject us to significant liability, including governmental fines or private litigation. There can be no assurance that the application of laws, regulations or policies will not occur in a manner that could have a detrimental effect on our financial condition, results of operations and cash flows.
Rent Control Legislation
Certain of our Properties are subject to state and local rent control regulations that dictate rent increases and our ability to recover increases in operating expenses and the costs of capital improvements. In addition, in certain jurisdictions, such regulations allow residents to sell their homes for a price that includes a premium above the intrinsic value of the homes. The premium represents the value of the future discounted rent-controlled rents, which is fully capitalized into the prices of the homes sold. In our view, such regulations result in a transfer to the residents of the value of our land, which would otherwise be reflected in market rents. As part of our effort to realize the value of Properties subject to restrictive regulation, we have initiated lawsuits at various times against various municipalities imposing such regulations in an attempt to balance the interests of our stockholders with the interests of our customers.
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In addition, we operate certain of our Properties and may acquire additional properties, in high cost markets where the demand for affordable housing may result in the adoption of new rent control legislation that may impact rent increases.
We also own Properties in certain areas of the country where rental rates at our Properties have not increased as fast as real estate values either because of locally imposed rent control or long term leases. In such areas, certain local government entities have at times investigated the possibility of seeking to take our Properties by eminent domain at values below the value of the underlying land. While no such eminent domain proceeding has been commenced and we anticipate exercising all of our rights in connection with any such proceeding, successful condemnation proceedings by municipalities could adversely affect our financial condition.
Resident groups have previously filed lawsuits against us seeking to limit rent increases and/or seeking large damage awards for our alleged failure to properly maintain certain Properties or other resident related matters. An adverse finding against us in any such proceeding could materially and adversely affect our results of operations, financial condition and distributions to our stockholders.
Occupational, Safety and Health Act
Our Properties are subject to regulation under the federal Occupational, Safety and Health Act (“OSHA”), which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress and unsanitary conditions. Although we believe that our Properties are in compliance in all material respects with applicable requirements, complying with OSHA and similar laws can be costly and any failure to comply with these regulations could result in penalties or potential litigation.
Americans with Disabilities Act
Under the Americans with Disabilities Act (“ADA”), all public accommodations and commercial facilities must meet certain federal requirements related to access and use by disabled persons. Although we believe that our Properties are in compliance in all material respects with applicable requirements, noncompliance with the ADA or related laws or regulations could result in the U.S. government imposing fines or private litigants being awarded damages against us. Such costs may adversely affect our ability to make distributions or payments to our investors. Compliance with the ADA requirements could involve removal of structural barriers to access or use by disabled persons. Other federal, state and local laws may require modifications to or restrict further renovations of our Properties with respect to such access or use.
Additionally, Title III of the ADA has been interpreted by the U.S. courts to include websites as “places of public accommodations”. For our websites to be ADA compliant, they must be accessible. While no laws have been passed related to website accessibility, the recognized de facto standard in the U.S. is the Web Content Accessibility Guideline. We may incur costs to make our websites ADA compliant or face litigation if they are not compliant.
Laws and Regulations Relating to Campground Membership Sales and Properties Could Adversely Affect the Value of Certain Properties and Our Cash Flows.
Many of the states in which we operate have laws regulating campground membership sales and properties. These laws generally require comprehensive disclosure to prospective purchasers and usually give purchasers the right to rescind their purchase between three to five days after the date of sale. Some states have laws requiring us to register with a state agency and obtain a permit to market. We are subject to changes, from time to time, in the application or interpretation of such laws that can affect our business or the rights of our members.
In some states, including California, Oregon and Washington, laws place limitations on the ability of the owner of a campground property to close the property unless the customers at the property receive access to a comparable property. The impact of the rights of customers under these laws is uncertain and could adversely affect the availability or timing of sale opportunities or our ability to realize recoveries from Property sales.
Certain consumer rights and defenses that vary from jurisdiction to jurisdiction may affect our portfolio of contracts receivable. Examples of such laws include state and federal consumer credit and truth-in-lending laws requiring the disclosure of finance charges and usury and retail installment sales laws regulating permissible finance charges.
Litigation Risk Could Materially and Adversely Affect Our Business.
We are involved and may continue to be involved in legal proceedings, claims, class actions, inquiries and investigations relating to our operations, corporate transactions, dispositions and investments and otherwise in the ordinary course of business.
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These legal proceedings may include, but are not limited to, proceedings related to consumer, shareholder, securities, anticompetitive, antitrust, employment, environmental, development, tort, eviction and commercial legal issues. Litigation can be lengthy and expensive, and it can divert management's and our Directors' attention and resources away from our business. We cannot provide any assurance regarding the outcome of any claims, and an unfavorable outcome in litigation could result in liability material to our financial condition or results of operations. We cannot provide any assurance regarding the outcome of any claims that may arise in the future. We also have agreed to indemnify our present and former Directors and Officers in connection with litigation in which they are named or threatened to be named as a party in their capacity as Directors and Officers. Any judgments, fines or settlements that exceed our insurance coverage and any indemnification costs that we are required to pay could materially and adversely affect us.
Environmental Risks
Natural Disasters Have and Could in the Future Adversely Affect the Value of Our Properties, Our Financial Condition, Results of Operations and Cash Flows.
We are subject to risks associated with natural disasters, including but not limited to hurricanes, storms, fires and earthquakes. As of December 31, 2024, we owned or had an ownership interest in 452 Properties, including 136 Properties and 19 marinas located in Florida and 49 Properties located in California. The occurrence of a natural disaster or other catastrophic event in any of these areas have caused and may cause a sudden decrease in the value of our Properties and result in an adverse effect to our financial condition, results of operations and cash flows.
Changes in Weather Patterns May Adversely Impact Our Business.
Changes in weather patterns could increase the frequency and severity of natural disasters. Our markets could experience increases in storm intensity, frequency and magnitude of hurricanes, wildfires, rising sea levels, drought and changes to precipitation and temperatures. The physical effects of changes in weather patterns could have a material adverse effect on our properties, operations and business. If there are prolonged disruptions at our properties due to extreme weather or natural disasters, our results of operations and financial condition could be materially adversely affected. Our properties are dependent on state and local utility infrastructure for delivery of energy, water supply and/or other utilities. We do not control investment in that infrastructure and the condition of the infrastructure and supply of the utilities may not be sufficient to handle impact resulting from changes in weather patterns. Over time, these conditions could result in increased incidents of physical damage to our Properties, declining demand for our Properties and increased difficulties operating them. Changes in weather patterns and natural disasters may also have indirect effects on our business by increasing the cost of (or making unavailable) insurance on terms we find acceptable, increasing the cost of (or making unavailable) energy, water supply and other utilities at our Properties and requiring us to expend funds as we seek to repair and protect our Properties against such risks.
In addition, changes in federal, state and local legislation and regulation may require increased capital expenditures at our Properties. These capital expenditures may or may not result in lower on-going expenses or make an impact on the desirability of our Properties and our ability to attract high quality residents and guests. Any such losses, increases in costs or business interruptions could adversely affect our financial condition and operating results.
Environmental and Utility-Related Problems are Possible and Can Be Costly.
Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real property to pay fines and penalties and investigate and clean up hazardous or toxic substances, including lead or petroleum product releases at such property. The owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination. Properties containing lead may require removal of the material. This can be costly and, if the lead infiltrates the groundwater or other water supply, further remediation may be necessary. Such laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. Even if more than one person may have been responsible for the contamination, each person covered by the applicable laws may be held responsible for all of the clean-up costs incurred. In addition, third parties could sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site.
Environmental laws also govern the presence, maintenance and removal of environmental contamination, including asbestos, wastewater discharge and oil spills. Such laws require that owners or operators of properties containing hazardous or toxic substances to properly manage them, including, but not limited to, requirements to notify and train relevant persons to take special precautions, and to remove or otherwise abate the contaminant. Such laws may impose fines and penalties on real property owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to the contaminant.
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Moreover, certain of our marinas are located on waterways that are subject to federal laws, including the Clean Water Act and the Oil Pollution Act, as well as analogous state laws regulating navigable waters, oil pollution, adverse impacts to fish and wildlife, and other matters. For example, under the Oil Pollution Act, owners and operators of vessels and onshore facilities may be subject to liability for removal costs and damages arising from an oil spill in waters of the United States.
Utility-related laws and regulations also govern the provision of utility services. Such laws regulate, for example, how and to what extent owners or operators of property can charge renters for provision of utilities. Such laws also regulate the operations and performance of utility systems and may impose fines and penalties on real property owners or operators who fail to comply with these requirements. The regulations may also require capital investment to maintain compliance.
Stakeholder Evaluations of Sustainability Matters May Impact Our Ability to Attract Investors and Could Have a Negative Impact on Our Reputation.
Evaluations of Sustainability matters are important to investors and other stakeholders, and there is an increased focus on such matters by various regulatory authorities, including the SEC and the state of California. Sustainability assessments by certain organizations that provide corporate governance and other corporate risk advisory services to investors provide scores and ratings to evaluate companies based upon publicly available information. In addition, investors, particularly institutional investors, may use sustainability scores to benchmark companies against their peers. The methodologies by which Sustainability matters are assessed may vary among evaluators and regulatory authorities. The activities and expense required to comply with varying criteria, laws, regulations or standards and changes thereto may be significant. Some investors focus on disclosures of sustainability-related business practices and scores when choosing to allocate their capital and may consider a company's score in making an investment decision. Although we have undertaken and continue to pursue sustainability initiatives and disclosures, there can be no assurance that we will score highly on Sustainability matters across evaluators in the future. In addition, the criteria by which companies are rated may change, which could cause the Company to score differently or worse than it has in the past and may result in investors deciding to refrain from investing in us and/or result in a negative perception of the Company, all of which could have an adverse impact on the price of our securities.
Risks Relating to Debt and the Financial Markets
Our Substantial Indebtedness Could Adversely Affect Our Financial Condition and Results of Operations.
Our business is subject to risks normally associated with debt financing. The total principal amount of our outstanding indebtedness was approximately $3,229.7 million as of December 31, 2024, of which $77.0 million, or 2.38%, is related to our line of credit and $87.6 million of secured debt, or 2.71%, matures in 2025. Our substantial indebtedness and the cash flows associated with serving our indebtedness could have important consequences, including the risks that:
•our cash flows could be insufficient to pay distributions at expected levels and meet required payments of principal and interest;
•we might be required to use a substantial portion of our cash flows from operations to pay our indebtedness, thereby reducing the availability of our cash flows to fund the implementation of our business strategy, acquisitions, capital expenditures and other general corporate purposes;
•our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
•terms of refinancing may not be as favorable as the terms of existing indebtedness, resulting in higher interest rates that could adversely affect net income, cash flows and our ability to service debt and make distributions to stockholders;
•if principal payments due at maturity cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new equity capital, our cash flows may not be sufficient in all years to repay all maturing debt; and
•to the extent that any Property is cross-collateralized with any other Properties, any default under the mortgage note relating to one Property could result in a default under the financing arrangements relating to other Properties that also provide security for that mortgage note or are cross-collateralized with such mortgage note.
Our Ability to Obtain Mortgage Financing or Refinance Maturing Mortgages May Adversely Affect Our Financial Condition.
Lenders' demands on borrowers as to the quality of the collateral and related cash flows may make it challenging to secure financing for our wholly owned assets or those owned by our joint ventures on attractive terms or at all. Market factors including increases in the U.S. federal reserve funds rate may result in increases in market interest rates, which could increase the costs of refinancing existing indebtedness or obtaining new debt.
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Additionally, disruptions in capital and credit markets, as well as changes in government regulation, may lead to changes at Fannie Mae and Freddie Mac, that could impact both the capacity and liquidity of lenders, resulting in financing terms that are less attractive to us and/or the unavailability of certain types of debt financing. This could have an adverse effect on our ability to refinance maturing debt, react to changing economic and business conditions or access capital necessary to fund business operations, including the acquisition or expansion of properties.
Financial Covenants Could Adversely Affect Our Financial Condition.
If a Property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the mortgagee could foreclose on the Property, resulting in loss of income and asset value. The mortgages on our Properties contain customary negative covenants, which among other things limit our ability, without the prior consent of the lender, to further mortgage the Property and to discontinue insurance coverage. In addition, our unsecured credit facilities contain certain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including total debt-to-assets ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt. Foreclosure on mortgaged Properties or an inability to refinance existing indebtedness would likely have a negative impact on our financial condition and results of operations.
Our Degree of Leverage Could Limit Our Ability to Obtain Additional Financing.
Our debt-to-market-capitalization ratio (total debt as a percentage of total debt plus the market value of the outstanding common stock and OP Units held by parties other than us) was approximately 19.5% as of December 31, 2024. The degree of leverage could have important consequences to stockholders, including an adverse effect on our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, development or other general corporate purposes and could make us more vulnerable to a downturn in business or the economy generally.
We May Be Able to Incur Substantially More Debt, Which Would Increase the Risks Associated With Our Substantial Leverage.
Despite our current indebtedness levels, we may still be able to incur substantially more debt in the future. If new debt is added to our current debt levels, an even greater portion of our cash flow will be needed to satisfy our debt service obligations. As a result, the related risks that we now face could intensify and increase the risk of a default on our indebtedness.
Risks Related to Our Company Ownership
Provisions of Our Charter and Bylaws Could Inhibit Changes of Control.
Certain provisions of our charter and bylaws may delay or prevent a change of control or other transactions that could provide our stockholders with a premium over the then-prevailing market price of their common stock or future series of preferred stock, if any, which might otherwise be in the best interest of our stockholders. These include the Ownership Limit described below and advance notice requirements for shareholder proposals and nomination of directors. Also, any future series of preferred stock may have certain voting provisions that could delay or prevent a change of control or other transaction that might involve a premium price or otherwise be beneficial to our stockholders.
Maryland Law Imposes Certain Limitations on Changes of Control.
Certain provisions of the Maryland General Corporation Law (“MGCL”) prohibit “business combinations” (including certain issuances of equity securities) with any person who beneficially owns 10% or more of the voting power of our outstanding common stock, or with an affiliate of ours, who, at any time within the two-year period prior to the date in question, was the owner of 10% or more of the voting power of our outstanding voting stock (an “Interested Stockholder”), or with an affiliate of an Interested Stockholder. These prohibitions last for five years after the most recent date on which the Interested Stockholder became an Interested Stockholder. After the five-year period, a business combination with an Interested Stockholder must be approved by two super-majority stockholder votes unless, among other conditions, our common stockholders receive a minimum price for their shares and the consideration is received in cash or in the same form as previously paid by the Interested Stockholder for shares of our common stock. The Board of Directors has exempted from these provisions under Maryland law any business combination with certain holders of OP Units who received them at the time of our initial public offering and our officers who acquired common stock at the time we were formed and each and every affiliate of theirs.
Additionally, Subtitle 8 of Title 3 of the MGCL permits our Board of Directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to elect to be subject to certain provisions relating to corporate governance that may have the effect of delaying, deferring or preventing a transaction or a change of control of our company that might involve a premium to the market price of our common stock or otherwise be in our stockholders’ best interests.
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These provisions include a classified board; two-thirds vote to remove a director; that the number of directors may only be fixed by the Board of Directors; that vacancies on the board as a result of an increase in the size of the board or due to death, resignation or removal can only be filled by the board and the director appointed to fill the vacancy serves for the remainder of the full term of the class of director in which the vacancy occurred and a majority requirement for the calling by stockholders of special meetings. Through provisions in our charter and bylaws unrelated to Subtitle 8, we already (a) require a two-thirds vote for the removal of any director from the board and (b) vest in the board the exclusive power to fix the number of directorships provided that, if there is stock outstanding and so long as there are three or more stockholders, the number is not less than three. In the future, our Board of Directors may elect, without stockholder approval, to make us subject to the provisions of Subtitle 8 to which we are not currently subject.
Our Board of Directors has power to adopt, alter or repeal any provision of our bylaws or make new bylaws, provided, however, that our stockholders may, with certain exceptions, alter or repeal any provision of our bylaws and adopt new bylaws if any such alteration, repeal or adoption is approved by the affirmative vote of a majority of all votes entitled to be cast on the matter.
Changes in Our Investment and Financing Policies May Be Made Without Stockholder Approval.
Our investment and financing policies and our policies with respect to certain other activities, including our growth, debt, capitalization, distributions, REIT status and operating policies, are determined by our Board of Directors. Although our Board of Directors has no present intention to do so, these policies may be amended or revised from time to time at the discretion of our Board of Directors without notice to or a vote of our stockholders. Accordingly, stockholders may not have control over changes in our policies and changes in our policies may not fully serve the interests of all stockholders.
Our Business Ethics and Conduct Policy May Not Adequately Address All Actual or Perceived Conflicts of Interest That May Arise With Respect to Our Activities.
In order to avoid any actual or perceived conflicts of interest involving any of our Board of Directors, our officers or our employees, we have a business ethics and conduct policy to specifically manage and address some of the potential conflicts relating to our activities. Although under this policy, specified transactions, agreements and relationships involving members of our Board of Directors, officers or employees must be approved pursuant to the terms of the policy, there is no assurance that this policy will be adequate to address all of the conflicts that may arise or will address such conflicts in a manner that is favorable to us. It is possible that actual, potential or perceived conflicts could give rise to investor dissatisfaction or litigation or regulatory enforcement actions. If we fail, or appear to fail, to identify, disclose and appropriately address potential conflicts of interest, there could be an adverse effect on our business or reputation regardless of whether any such claims have merit.
Risks Relating to Our Common Stock
We Depend on Our Subsidiaries' Dividends and Distributions.
Substantially all of our assets are owned indirectly by the Operating Partnership. As a result, we have no source of cash flows other than distributions from our Operating Partnership. For us to pay dividends to holders of our common stock, the Operating Partnership must first distribute cash to us. Before it can distribute the cash, our Operating Partnership must first satisfy its obligations to its creditors.
Fluctuations in Market Interest Rates May Have an Effect on the Value of Our Common Stock.
One of the factors that investors consider important in deciding whether to buy or sell shares of a REIT is the distribution rates with respect to such shares (as a percentage of the price of such shares) relative to market interest rates. If market interest rates increase, prospective purchasers of REIT shares may expect a higher distribution rate. Higher interest rates would not, however, result in more of our funds to distribute and, in fact, would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our publicly traded securities to go down. On the other hand, a decrease in interest rates could lead to increased competition in the real estate market, which in turn may lead to a decrease in yields for investment opportunities. If we are unable to offset the decrease in yields by obtaining lower interest rates on our borrowings, our financial condition, results of operations and cash flows could be adversely impacted.
Issuances or Sales of Our Common Stock May Be Dilutive.
The issuance or sale of substantial amounts of our common stock could have a dilutive effect on our actual and expected earnings per share, FFO per share and Normalized Funds from Operations (“Normalized FFO”) per share. We have in the past and may in the future sell shares of our common stock under an ATM equity offering program from time-to-time. The actual amount of dilution cannot be determined at this time and would be dependent upon numerous factors which are not currently known to us.
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Our Share Price Could Be Volatile and Could Decline, Resulting in A Substantial or Complete Loss on Our Stockholders’ Investment.
We list our common stock on the New York Stock Exchange (the “NYSE”) and our common stock could experience significant price and volume fluctuations. Investors in our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The price of our common stock could be subject to wide fluctuations in response to a number of factors, including:
•issuances of other equity securities in the future, including new series or classes of preferred stock;
•our operating performance and the performance of other similar companies;
•our ability to maintain compliance with covenants contained in our debt facilities;
•actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity;
•changes in expectations of future financial performance or changes in our earnings estimates or those of analysts;
•changes in our distribution policy;
•publication of research reports about us or the real estate industry generally;
•increases in market interest rates that lead purchasers of our common stock to demand a higher dividend yield;
•changes in market valuations of similar companies;
•adverse market reaction to the amount of our debt outstanding at any time, the amount of our debt maturing in the near-term and medium-term and our ability to refinance our debt, or our plans to incur additional debt in the future;
•additions or departures of key employees, management, directors and other key personnel;
•speculation in the press or investment community;
•equity issuances by us, or share resales by our stockholders or the perception that such issuances or resales may occur;
•addition to, or removal from, market indexes used by investors to make investment decisions;
•actions by institutional stockholders; and
•general market and economic conditions.
Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock to decline significantly, regardless of our financial condition, results of operations and prospects. It is impossible to provide any assurance that the market price of our common stock will not fall in the future, and it may be difficult for holders to resell shares of our common stock at prices they find attractive, or at all. In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources.
Risks Relating to REITs and Income Taxes
We are Dependent on External Sources of Capital.
To qualify as a REIT, we must distribute to our stockholders each year at least 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gain). In addition, we intend to distribute all or substantially all of our net income so that we will generally not be subject to U.S. federal income tax on our earnings. Because of these distribution requirements, it is not likely that we will be able to fund all future capital needs, including acquisitions, from income from operations. We therefore will have to rely on third-party sources of debt and equity capital financing, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including conditions in the capital markets generally and the market's perception of our growth potential and our current and potential future earnings. It may be difficult for us to meet one or more of the requirements for qualification as a REIT, including but not limited to our distribution requirement. Moreover, additional equity offerings may result in substantial dilution of stockholders' interests and additional debt financing may substantially increase our leverage.
We Have a Stock Ownership Limit for REIT Tax Purposes.
To remain qualified as a REIT for U.S. federal income tax purposes, not more than 50% in value of our outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the federal income tax laws applicable to REITs) at any time during the last half of any taxable year. To facilitate maintenance of our REIT qualification, our charter, subject to certain exceptions, prohibits Beneficial Ownership (as defined in our charter) by any single stockholder of more than 5% (in value or number of shares, whichever is more restrictive) of our outstanding capital stock. We refer to this as the “Ownership Limit”. Within certain limits, our charter permits the Board of Directors to increase the Ownership Limit with respect to any class or series of stock.
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The Board of Directors, upon receipt of a ruling from the IRS, opinion of counsel, or other evidence satisfactory to the Board of Directors and upon 15 days prior written notice of a proposed transfer which, if consummated, would result in the transferee owning shares in excess of the Ownership Limit, and upon such other conditions as the Board of Directors may direct, may exempt a stockholder from the Ownership Limit. Absent any such exemption, capital stock acquired or held in violation of the Ownership Limit will be transferred by operation of law to us as trustee for the benefit of the person to whom such capital stock is ultimately transferred and the stockholder's rights to distributions and to vote would terminate. Such stockholder would be entitled to receive, from the proceeds of any subsequent sale of the capital stock we transferred as trustee, the lesser of (i) the price paid for the capital stock or, if the owner did not pay for the capital stock (for example, in the case of a gift, devise or other such transaction), the market price of the capital stock on the date of the event causing the capital stock to be transferred to us as trustee or (ii) the amount realized from such sale. A transfer of capital stock may be void if it causes a person to violate the Ownership Limit. The Ownership Limit could delay or prevent a change in control of us and therefore, could adversely affect our stockholders' ability to realize a premium over the then-prevailing market price for their common stock or adversely affect the best interest of our stockholders.
Our Qualification as a REIT Is Dependent on Compliance with U.S. Federal Income Tax Requirements.
We believe we have been organized and operated in a manner so as to qualify for taxation as a REIT and we intend to continue to operate so as to qualify as a REIT for U.S. federal income tax purposes. Our current and continuing qualification as a REIT depends on our ability to meet the various requirements imposed by the Code, which relate to organizational structure, distribution levels, diversity of stock ownership and certain restrictions with regard to owned assets and categories of income. If we qualify for taxation as a REIT, we are generally not subject to U.S. federal income tax on our taxable income that is distributed to our stockholders. However, qualification as a REIT for U.S. federal income tax purposes is governed by highly technical and complex provisions of the Code for which there are only limited judicial or administrative interpretations. In connection with certain transactions, we have received, and relied upon, advice of counsel as to the impact of such transactions on our qualification as a REIT. Our qualification as a REIT requires analysis of various facts and circumstances that may not be entirely within our control and we cannot provide any assurance that the Internal Revenue Service (the “IRS”) will agree with our analysis or the analysis of our tax counsel. In particular, the proper U.S. federal income tax treatment of right-to-use membership contracts and rental income from certain short-term stays at RV communities is uncertain and there is no assurance that the IRS will agree with our treatment of such contracts or rental income. If the IRS were to disagree with our analysis or our tax counsel's analysis of various facts and circumstances, our ability to qualify as a REIT could be adversely affected.
In addition, legislation, changes in regulations, administrative interpretations or court decisions might significantly change the tax laws with respect to the requirements for qualification as a REIT or the U.S. federal income tax consequences of qualification as a REIT.
If, with respect to any taxable year, we failed to maintain our qualification as a REIT (and if specified relief provisions under the Code were not applicable to such disqualification), we would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. If we lost our REIT status, we could not deduct distributions to stockholders in computing our net taxable income at regular corporate rates and we would be subject to U.S. federal income tax on our net taxable incomes. If we had to pay U.S. federal income tax, the amount of money available to distribute to stockholders and pay indebtedness would be reduced for the year or years involved and we would no longer be required to distribute money to stockholders. Although we currently intend to operate in a manner designed to allow us to qualify as a REIT, future economic, market, legal, tax or other considerations may cause us to revoke the REIT election.
Furthermore, we own a direct interest in a subsidiary REIT and in the past we have owned interests in other subsidiary REITs, each of which elected to be taxed as REITs under Sections 856 through 860 of the Code. Provided that each subsidiary REIT that we own qualifies as a REIT, our interest in such subsidiary REIT will be treated as a qualifying real estate asset for purposes of the REIT asset tests and any dividend income or gains derived by us from such subsidiary REIT will generally be treated as income that qualifies for purposes of the REIT gross income tests. To qualify as a REIT, the subsidiary REIT must independently satisfy all of the REIT qualification requirements. If such subsidiary REIT were to fail to qualify as a REIT and certain relief provisions did not apply, it would be treated as a regular taxable corporation and its income would be subject to U.S. federal income tax. In addition, a failure of the subsidiary REIT to qualify as a REIT could have an adverse effect on our ability to comply with the REIT income and asset tests and thus our ability to qualify as a REIT.
We May Pay Some Taxes, Reducing Cash Available for Stockholders.
Even if we qualify as a REIT for U.S. federal income tax purposes, we may be subject to some U.S. federal, foreign, state and local taxes on our income and property. Since January 1, 2001, certain of our corporate subsidiaries have elected to be treated as “taxable REIT subsidiaries” for U.S. federal income tax purposes and are taxable as regular corporations and subject to certain limitations on intercompany transactions. If tax authorities determine that amounts paid by our taxable REIT subsidiaries to us are greater than what would be paid under similar arrangements among unrelated parties, we could be subject to a 100% penalty tax on the excess payments and ongoing intercompany arrangements could have to change, resulting in higher ongoing tax payments.
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To the extent we are required to pay U.S. federal, foreign, state or local taxes or U.S. federal penalty taxes due to existing laws or changes to them, we will have less cash available for distribution to our stockholders.
Dividends Payable by REITs Generally Do Not Qualify For the Reduced Tax Rates Available For Some Dividends, Which May Negatively Affect the Value of Our Shares.
Income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferential rates, currently at a maximum federal rate of 20%. Dividends payable by REITs, however, generally are not eligible for the preferential tax rates applicable to qualified dividend income. Under the Tax Cuts and Jobs Act, or the TCJA, however, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of our common stock.
Partnership Tax Audit Rules Could Have a Material Adverse Effect on Us.
The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships. Under the rules, effective for taxable years beginning in 2018, among other changes and subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and a partner's allocable share thereof) is determined and taxes, interest and penalties attributable thereto are assessed and collected, at the partnership level. Unless the partnership makes an election permitted under the new law or takes certain steps to require the partners to pay their tax on their allocable shares of the adjustment, it is possible that partnerships in which we directly or indirectly invest, including the Operating Partnership, would be required to pay additional taxes, interest and penalties as a result of an audit adjustment. We, as a direct or indirect partner of the Operating Partnership and other partnerships, could be required to bear the economic burden of those taxes, interest and penalties even though` the Company, as a REIT, may not otherwise have been required to pay additional corporate-level tax. The changes created by these rules are significant for collecting tax in partnership audits and accordingly, there can be no assurance that these rules will not have a material adverse effect on us.
We May be Subject to Adverse Legislative or Regulatory Tax Changes That Could Reduce the Market Price of Our Outstanding Common or Preferred Shares.
The IRS, the United States Treasury Department and Congress frequently review U.S. federal income tax legislation, regulations and other guidance. In particular, the current administration has indicated that it intends to pass broad tax reform legislation in the near future, the details of which are not certain. We cannot predict whether, when or to what extent new U.S. federal tax laws, regulations, interpretations or rulings will be adopted. Any legislative action may prospectively or retroactively modify our tax treatment and therefore, may adversely affect our taxation or our Company's shareholders. We urge you to consult with your tax advisor with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our stock. Although REITs generally receive certain tax advantages compared to entities taxed as “C” corporations, it is possible that future legislation would result in a REIT having fewer tax advantages and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a “C” corporation.
Other Risk Factors Affecting Our Business
We May Identify Material Weaknesses in the Future or Otherwise Fail to Establish and Maintain Effective Internal Control Over Financial Reporting, Which Could Have a Material Adverse Effect on Our Business and Stock Price.

We are subject to Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), which requires us to maintain internal control over financial reporting and to report any material weaknesses in such internal control. In addition, our independent registered public accounting firm is required to express an opinion on our internal control over financial reporting based on their audit.

We can give no assurance that additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In the future, our internal controls may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements, and there is risk that a material misstatement of our annual or quarterly financial statements may not be prevented or detected.
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A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Any failure to maintain effective internal control over financial reporting could adversely impact our ability to report our financial position and results of operations on a timely and accurate basis. If our financial statements are inaccurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities. In either case, there could be an adverse affect on our business, financial condition and results of operations. Ineffective internal control over financial reporting could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We May Face Litigation and Other Risks as a Result of the Classification Error and Related Material Weakness in Our Internal Control Over Financial Reporting.

As a result of the classification error and related material weakness described in Part II, Item 9A. Controls and Procedures of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, we face the potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, and contractual or other claims arising from the restatement, material weakness, and the preparation of our financial statements. As of the date of this Annual Report on Form 10-K, we have no knowledge of any such litigation or dispute arising due to the restatement or material weakness. However, we can provide no assurance that any litigation or dispute will not arise in the future. Any litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition.
Some Potential Losses Are Not Covered by Insurance.
We carry comprehensive insurance coverage for losses resulting from property damage and environmental liability and business interruption claims on all of our Properties. In addition, we carry liability coverage for other activities not specifically related to property operations. These coverages include, but are not limited to, Directors & Officers liability, Employment Practices liability, Fiduciary liability and Cyber liability. We believe that the policy specifications and coverage limits of these policies should be adequate and appropriate given the relative risk of loss, the cost of insurance and industry practice. There are, however, certain types of losses, such as punitive damages, lease and other contract claims that generally are not insured. Should an uninsured loss or a loss in excess of coverage limits occur, we could lose all or a portion of the capital we have invested in a Property or the anticipated future revenue from a Property. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the Property.
Our current property and casualty insurance policies with respect to our MH and RV Properties, which we plan to renew, expire on April 1, 2025. We have a $125.0 million per occurrence limit with respect to our MH and RV all-risk property insurance program, which includes $75.0 million of coverage per occurrence for named windstorms, which include, for example, hurricanes. The loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25.0 million aggregate loss limit for earthquake(s) in California. The deductibles for this policy primarily range from $500,000 minimum to 5.0% per unit of insurance for most catastrophic events. For most catastrophic events, there is an additional one-time aggregate deductible of $10.0 million, which is capped at $5.0 million per occurrence. We have separate insurance policies with respect to our marina Properties. Those casualty policies will expire on November 1, 2025, and the property insurance program, which we plan to renew, expires on April 1, 2025. The marina property insurance program has a $30.0 million per occurrence limit, subject to self-insurance and a minimum deductible of $100,000 plus, for named windstorms, 5.0% per unit of insurance subject to a $500,000 minimum. A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
We Face Risks Relating to Cybersecurity Incidents and Privacy Laws.
We rely extensively on internally and externally hosted computer systems to process transactions, manage the privacy and security of data, including customer data, and operate our business. Critical components of our systems are dependent upon third-party providers and a significant portion of our business operations are conducted over the internet. These systems, as well as our other information technology systems and our networks are subject to system security risks, cybersecurity breaches, outages, disruptions, including disruptions that result in our and our customers' loss of access to our information systems, and other risks. Such risks could include viruses, malware, ransomware, denial-of-service attacks, and cybersecurity attacks, attempts to gain unauthorized access to our data and computer systems or steal confidential information, including credit card information from our customers, or they could include breaches due to error, phishing scams, malfeasance or other disruptions of employees, independent contractors or consultants, that could have a materially adverse impact on business strategy, results of operations, or financial condition.
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Third-party and supply chain attacks have increased in frequency and severity, and we cannot guarantee that the security of our service providers or any of their partners has not been compromised and our ability to require, monitor and enforce these third parties’ information security practices is limited. We also cannot be certain that our contracts with these third parties will allow us to obtain indemnification or recovery from them for data security-related liability that they cause us to incur. Thus, even if we are not targeted directly, cybersecurity attacks on other entities and institutions, including our customers, vendors, or other third parties with whom we do business, may occur and such events could impact our systems and networks, and have a materially adverse impact on our business strategy, results of operations, or financial condition. Attacks can be both individual or highly organized attempts by very sophisticated hacking organizations or nation-state actors. New technologies, such as artificial intelligence, and the increased sophistication and activities of perpetrators of cybersecurity attacks may further increase the frequency and severity of security incidents. We employ a number of measures to prevent, detect and mitigate these threats, but these measures may not be sufficient to mitigate all related risks. While we continue to improve our cybersecurity and take measures to protect our business, it may not always be possible to anticipate, detect, or recognize threats to our systems, to implement effective preventive measures, nor to ensure that our financial results will not be negatively impacted by such an incident. The extent of a particular cybersecurity attack and the steps that we may need to take to investigate the attack also may not be immediately clear. A cybersecurity incident could compromise the confidential information of our employees, customers and vendors to the extent such information exists on our systems or on the systems of third-party providers. Information and data maintained in digital form are subject to the risks of unauthorized access, modification, exfiltration, destruction or denial of access. Cybersecurity is an issue that is becoming increasingly regulated. As regulations take effect or evolve it is possible we may encounter issues being fully compliant with these legal standards. Any compromise of our security could result in a violation of applicable privacy, information security, and other laws, which continue to evolve and may be inconsistent from one jurisdiction to another, and such a violation of, or a failure to comply with, applicable laws could have a materially adverse impact on our business strategy, results of operations, or financial condition.
Social Media Platforms Could Cause Us to Suffer Brand Damage or Information Leakage.
Negative information about us, or our officers, employees, directors or Properties, even if untrue, could damage our reputation. In particular, information shared on social media platforms could cause us to suffer brand damage because social media platforms have increased the rapidity of the dissemination and greatly expanded the potential scope and scale of the impact of negative publicity. Furthermore, current or former employees, customers or others might make negative comments regarding us, publicly share material that reflects negatively on our reputation or disclose non-public sensitive information relating to our business. While we have customary internal policies related to posting Company information on public platforms, including social media sites, the continuing evolution of social media will present us with new challenges and risks.

Item 1B. Unresolved Staff Comments
None.

Item 1C. Cybersecurity
Cybersecurity represents an important component of the Company’s overall approach to risk management. The Company’s cybersecurity policies, standards and practices are fully integrated into the Company’s enterprise risk management (“ERM”) approach, and cybersecurity risks are subject to oversight by the Company’s Board of Directors. The Company generally approaches cybersecurity threats through a cross-functional, multilayered approach, with the goals of: (i) identifying, preventing and mitigating cybersecurity threats to the Company; (ii) preserving the confidentiality, security and availability of the information that we collect and store to use in our business; (iii) protecting the Company’s intellectual property; and (iv) maintaining the confidence of our customers, clients and business partners.
Risk Management and Strategy
Consistent with overall ERM policies and practices, the Company’s cybersecurity program focuses on the following areas:
•Vigilance: The Company maintains a primarily domestic presence, with our cybersecurity threat operations designed with the specific goal of identifying, preventing and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with our established incident response and recovery plans.
26

•Systems Safeguards: The Company deploys systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, software updates and patches, anti-malware functionality and access controls, all of which are evaluated and improved through ongoing vulnerability assessments and cybersecurity threat intelligence.
•Collaboration: The Company utilizes collaboration mechanisms established with public and private entities, including intelligence and enforcement agencies, industry groups and third-party service providers, to identify, assess and respond to cybersecurity threats and risks.
•Third-Party Risk Management: The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.
•Training: The Company provides periodic mandatory training for personnel regarding cybersecurity threats, which reinforces the Company’s information security policies, standards and practices, and such training is scaled to reflect the roles, responsibilities and information systems access of such personnel.
•Incident Response and Recovery Planning: The Company has established and maintains incident response and recovery plans that address the Company’s response to a cybersecurity incident and the recovery from a cybersecurity incident, and such plans are tested, evaluated and adjusted periodically.
•Communication and Coordination: The Company utilizes a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from the Company’s technology, operations, legal, risk management, internal audit and other key business functions, as well as the members of the Board of Directors and the Audit Committee in an ongoing dialogue regarding cybersecurity threats and incidents.
A key part of the Company’s strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of the Company’s processes and practices through auditing, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures. The Company regularly engages third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the Audit Committee and the Board of Directors, and the Company considers adjustments to its cybersecurity policies, standards, processes and practices as necessary based on the information provided by the assessments, audits and reviews.
The Company is not aware of any cybersecurity incidents in the last three years that have materially affected or are reasonably likely to materially affect the business strategy, results of operations, or financial condition of the Company. For more information regarding how cybersecurity threats could materially affect the Company, see "We Face Risks Relating to Cybersecurity Incidents and Privacy Laws." in Item 1A. Risk Factors.
Governance
The Board of Directors, in coordination with the Audit Committee, oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that the Company’s management implements to address risks from cybersecurity threats. The Board of Directors and the Audit Committee each receive regular presentations and reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to the Company’s peers and third parties. The Board of Directors and the Audit Committee receive prompt and timely information regarding any cybersecurity incident that meets established reporting guidelines. Decisions regarding the disclosure and reporting of such incidents are made by management in a timely manner. The Board of Directors and Audit Committee receive ongoing updates regarding any such incidents until they have been addressed. The Audit Committee regularly interacts with the Company's ERM function, the Company's Vice President of Information Technology, other members of management and relevant management committees, including the Company's Security Advisory Board and Cybersecurity Incident Response Team. On a quarterly basis each year, the Audit Committee discusses the Company’s approach to cybersecurity risk management with the Company’s Vice President of Information Technology.
The Company’s Vice President of Information Technology is the member of the Company’s management that is principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company. The Vice President of Information Technology works in coordination with the other members of the Security Advisory Board, which includes our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer and Executive Vice President and Chief Legal Officer.
27

The Company’s Vice President of Information Technology has over 26 years in Information Technology leadership including 16 years overseeing security and compliance operations. The Director of Information Security has over 15 years in various security roles in private and public sectors and has attained the professional certification of Certified Information Systems Security Professional (CISSP).
The Company’s Vice President of Information Technology and Director of Information Security, in coordination with the Security Advisory Board and Cybersecurity Incident Response Team, work collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents. To facilitate the success of this program, multidisciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents in accordance with the Company’s incident response and recovery plans. Through the ongoing communications from these teams, the Vice President of Information Technology and Director of Information Security, in coordination with the Security Advisory Board and Cybersecurity Incident Response Team monitor the prevention, detection, mitigation and remediation of cybersecurity incidents in real time, and report such incidents to the Audit Committee when appropriate.

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Item 2. Properties
General
Our Properties provide common area facilities and attractive amenities that create an inviting community for our residents and guests. These common area facilities generally include a clubhouse, a swimming pool, laundry facilities, cable television and internet service. Many Properties also offer additional amenities such as golf courses, tennis, pickleball, shuffleboard and basketball courts, sauna/whirlpool spas, exercise rooms and various social activities. It is our responsibility to provide maintenance of the common area facilities and amenities and to ensure that our residents and guests comply with our community policies, including maintaining their homes and the surrounding area. Most of our residents own their homes; and therefore, also have a vested interest to care for their homes. We hold regular meetings with management personnel at our Properties to understand and address the needs of our residents and guests and to provide necessary trainings. Our Properties historically have had, and we believe they will continue to have, low turnover and high occupancy rates.
Property Portfolio
As of December 31, 2024, we owned or had an ownership interest in a portfolio of 452 Properties located predominantly in the United States containing 173,201 Sites. A total of 120 of the Properties were encumbered by debt (see Item 8. Financial Statements and Supplementary Data—Note 9. Borrowing Arrangements). The distribution of our Properties reflects our belief that geographic diversification helps to insulate the total portfolio from regional economic influences. We intend to target new acquisitions in or near markets where our Properties are located and will also consider acquisitions of properties outside such markets.
Our two largest Properties as determined by property operating revenues were Colony Cove, located in Ellenton, Florida and ViewPoint RV & Golf Resort, located in Mesa, Arizona. Each accounted for approximately 2.0% of our total property operating revenues for the year ended December 31, 2024.
The following table sets forth certain information relating to our 437 wholly-owned Properties containing 169,431 Sites as of December 31, 2024, not including Properties owned through joint ventures. These Properties are categorized by major market. For RV and marina Properties, the total number of annual Sites represents Sites occupied by annual residents and are presented as 100% occupied. Annual Site occupancy percentage subtotals by market and grand total are presented on a weighted average basis.
Property City State Property Type
Acres (a)
Developable
Acres (b)
 Total Number of Sites as of 12/31/24 Total Number of Annual Sites as of 12/31/24 Annual Site Occupancy as of 12/31/24
Florida
East:
Aventura Marina Aventura FL Marina 15 — 6 5 100.0%
Hi-Lift Marina Aventura FL Marina 3 — 211 206 100.0%
Cheron Village Davie FL MH 30 — 202 202 100.0%
Carriage Cove Daytona Beach FL MH 59 — 418 418 84.0%
Daytona Beach Marina Daytona Beach FL Marina 5 — 179 154 100.0%
Coquina Crossing Elkton FL MH 316 26 596 596 98.5%
Bulow Plantation Flagler Beach FL MH 323 90 276 276 98.9%
Bulow RV Flagler Beach FL RV (f) 91 352 88 100.0%
Carefree Cove Fort Lauderdale FL MH 20 — 164 164 93.3%
Everglades Lakes Fort Lauderdale FL MH 103 — 611 611 93.6%
Park City West Fort Lauderdale FL MH 60 — 363 363 98.9%
Sunshine Holiday MH Fort Lauderdale FL MH 32 — 245 245 97.1%
Sunshine Holiday RV Fort Lauderdale FL RV (e) — 130 50 100.0%
Hollywood Marina Hollywood FL Marina 9 — 190 167 100.0%
29

Property City State Property Type
Acres (a)
Developable
Acres (b)
 Total Number of Sites as of 12/31/24 Total Number of Annual Sites as of 12/31/24 Annual Site Occupancy as of 12/31/24
Jupiter Marina Jupiter FL Marina 5 — 231 223 100.0%
Lake Worth Village Lake Worth FL MH 117 — 823 823 96.6%
Lantana Marina Lantana FL Marina 5 — 394 290 100.0%
Maralago Cay Lantana FL MH 102 — 602 602 96.5%
South Lantana Marina Lantana FL Marina 1 — 73 60 100.0%
Coral Cay Plantation Margate FL MH 121 — 818 818 94.9%
Lakewood Village Melbourne FL MH 68 — 349 349 88.3%
Miami Everglades Miami FL RV 34 9 303 34 100.0%
South Miami Marina Miami FL Marina 41 — 254 223 100.0%
Okeechobee RV Resort Okeechobee FL RV 110 — 740 284 100.0%
Holiday Village, Ormond Beach Ormond Beach FL MH 43 — 301 301 90.0%
Sunshine Holiday-Daytona North Ormond Beach FL RV 69 3 349 141 100.0%
Palm Beach Gardens Marina Palm Beach Gardens FL Marina 12 — 133 122 100.0%
The Meadows, FL Palm Beach Gardens FL MH 55 — 378 378 97.1%
Breezy Hill Pompano Beach FL RV 52 — 762 326 100.0%
Hidden Harbour Marina Pompano Beach FL Marina 4 — 357 292 100.0%
Highland Woods Travel Park Pompano Beach FL RV 15 — 148 15 100.0%
Inlet Harbor Marina Ponce Inlet FL Marina 10 — 295 244 100.0%
Lighthouse Pointe at Daytona Beach Port Orange FL MH 64 — 435 435 84.6%
Pickwick Village Port Orange FL MH 84 — 441 441 95.0%
Rose Bay Port Orange FL RV 21 2 303 163 100.0%
Palm Lake Riviera Beach FL MH 154 — 916 916 72.8%
Riviera Beach Marina Riviera Beach FL Marina 6 — 326 273 100.0%
Indian Oaks Rockledge FL MH 38 — 208 208 100.0%
Space Coast Rockledge FL RV 24 — 270 191 100.0%
St. Pete Marina St. Petersburg FL Marina 15 — 438 392 100.0%
Riverwatch Marina Stuart FL Marina 8 — 306 237 100.0%
Countryside at Vero Beach Vero Beach FL MH 125 — 643 643 96.7%
Heritage Plantation Vero Beach FL MH 64 — 437 437 94.5%
Heron Cay Vero Beach FL MH 130 — 588 588 93.9%
Holiday Village, Florida (c) Vero Beach FL MH 18 — 128 128 —%
Sunshine Travel-Vero Beach Vero Beach FL RV 33 3 323 139 100.0%
Vero Beach Marina Vero Beach FL Marina 26 — 160 114 100.0%
Vero Palm Estates Vero Beach FL MH 64 — 285 285 93.3%
Village Green Vero Beach FL MH 178 16 782 782 91.7%
Palm Beach Colony West Palm Beach FL MH 48 — 284 284 100.0%
Central:
Clover Leaf Farms Brooksville FL MH 227 20 845 845 97.6%
Clover Leaf Forest Brooksville FL RV 30 — 277 127 100.0%
Clerbrook Golf & RV Resort Clermont FL RV 288 — 1,255 536 100.0%
Lake Magic Clermont FL RV 69 — 471 159 100.0%
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Property City State Property Type
Acres (a)
Developable
Acres (b)
 Total Number of Sites as of 12/31/24 Total Number of Annual Sites as of 12/31/24 Annual Site Occupancy as of 12/31/24
Orange Lake Clermont FL MH 38 — 242 242 97.9%
Orlando Clermont FL RV 270 — 1,107 276 100.0%
Haselton Village Eustis FL MH 52 — 291 291 100.0%
Southern Palms RV Eustis FL RV 120 — 950 356 100.0%
Lakeside Terrace Fruitland Park FL MH 39 — 241 241 99.2%
Grand Island Resort Grand Island FL MH 35 — 362 362 79.3%
Sherwood Forest - MHP Kissimmee FL MH 124 8 769 769 98.0%
Sherwood Forest RV Kissimmee FL RV 107 6 513 154 100.0%
Tropical Palms Kissimmee FL RV 59 — 592 169 100.0%
Beacon Hill Colony Lakeland FL MH 31 — 201 201 99.0%
Beacon Terrace Lakeland FL MH 61 — 297 297 99.7%
Kings & Queens Lakeland FL MH 18 — 107 107 98.1%
Lakeland Harbor Lakeland FL MH 65 — 504 504 99.8%
Lakeland Junction Lakeland FL MH 23 — 193 193 99.5%
Coachwood Colony Leesburg FL MH 29 — 201 201 87.6%
Mid-Florida Lakes Leesburg FL MH 290 — 1,225 1,225 91.4%
Southernaire Mt. Dora FL MH 14 — 114 114 91.2%
Foxwood Farms Ocala FL MH 56 — 365 365 84.7%
Oak Bend Ocala FL MH 62 — 342 342 84.5%
Villas at Spanish Oaks Ocala FL MH 69 — 454 454 86.8%
Audubon Village - Florida Orlando FL MH 40 2 280 280 98.9%
Hidden Valley Orlando FL MH 50 — 303 303 99.3%
Starlight Ranch Orlando FL MH 130 — 783 783 98.1%
Covington Estates Saint Cloud FL MH 59 — 241 241 99.6%
Parkwood Communities Wildwood FL MH 121 — 694 694 98.1%
Three Flags Wildwood FL RV 23 — 221 55 100.0%
Winter Garden Winter Garden FL RV 27 — 350 123 100.0%
West:
Riverside RV Resort Arcadia FL RV 499 208 548 237 100.0%
Toby's RV Resort Arcadia FL RV 44 — 379 323 100.0%
Sunshine Key Big Pine Key FL RV 54 — 409 39 100.0%
Windmill Manor Bradenton FL MH 49 — 292 292 98.3%
Winter Quarters Manatee Bradenton FL RV 42 — 415 213 100.0%
Resort at Tranquility Lake Cape Coral FL RV 188 — 502 8 100.0%
Cape Coral Development Land (c) Cape Coral FL RV 1,000 468 — — —%
Palm Harbour Marina Cape Haze FL Marina 18 — 260 111 100.0%
Glen Ellen Clearwater FL MH 12 — 106 106 96.2%
Hillcrest FL Clearwater FL MH 25 — 276 276 95.7%
Holiday Ranch Clearwater FL MH 12 — 150 150 94.0%
Serendipity Clearwater FL MH 55 — 425 425 99.1%
Shady Lane Oaks Clearwater FL MH 31 — 249 249 97.2%
Shady Lane Village Clearwater FL MH 19 — 156 156 96.8%
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Property City State Property Type
Acres (a)
Developable
Acres (b)
 Total Number of Sites as of 12/31/24 Total Number of Annual Sites as of 12/31/24 Annual Site Occupancy as of 12/31/24
Silk Oak Lodge Clearwater FL MH 19 — 180 180 96.7%
Cortez Village Marina Cortez FL Marina 4 — 353 249 100.0%
Crystal Isles Crystal River FL RV 38 1 260 83 100.0%
Lake Haven Dunedin FL MH 48 — 379 379 98.7%
Marker 1 Marina Dunedin FL Marina 11 — 477 303 100.0%
Colony Cove Ellenton FL MH 543 5 2,405 2,405 94.1%
The Oaks at Colony Cove Ellenton FL MH (f) — 93 93 98.9%
Ridgewood Estates Ellenton FL MH 77 — 380 380 99.7%
Fort Myers Beach Fort Myers FL RV 37 6 292 90 100.0%
Fish Tale Marina Fort Myers Beach FL Marina 8 — 296 104 100.0%
Gulf Air Fort Myers Beach FL RV 25 — 246 44 100.0%
Holiday Travel Park Holiday FL RV 45 — 613 504 100.0%
Barrington Hills Hudson FL RV 28 — 392 286 100.0%
Down Yonder Largo FL MH 50 — 361 361 100.0%
East Bay Oaks Largo FL MH 40 — 328 328 99.7%
Eldorado Village Largo FL MH 25 — 227 227 100.0%
Paradise Park - Largo Largo FL MH 15 — 108 108 100.0%
Shangri-La Mobile Home Park Largo FL MH 14 — 160 160 93.1%
Vacation Village Largo FL RV 29 — 293 182 100.0%
Whispering Pines - Largo Largo FL MH 55 — 393 393 96.7%
Fiesta Key Long Key FL RV 28 — 373 22 100.0%
Winter Quarters Pasco Lutz FL RV 27 — 255 185 100.0%
Country Place New Port Richey FL MH 82 — 515 515 100.0%
Hacienda Village New Port Richey FL MH 66 — 505 505 99.2%
Harbor View Mobile Manor New Port Richey FL MH 69 — 471 471 85.8%
Bay Lake Estates Nokomis FL MH 34 — 228 228 88.2%
Lake Village Nokomis FL MH 105 40 391 391 93.1%
Royal Coachman Nokomis FL RV 111 2 546 493 100.0%
Buccaneer Estates North Fort Myers FL MH 223 — 1,183 1,183 72.7%
Island Vista Estates North Fort Myers FL MH 121 — 616 616 87.7%
Lake Fairways North Fort Myers FL MH 259 — 896 896 98.5%
Pine Lakes North Fort Myers FL MH 397 61 602 602 99.8%
Pioneer Village North Fort Myers FL RV 90 — 733 386 100.0%
Sunseekers RV Resort North Fort Myers FL RV 16 — 241 152 100.0%
The Heritage North Fort Myers FL MH 214 6 449 449 99.6%
Windmill Village - N. Ft. Myers North Fort Myers FL MH 69 — 491 491 85.3%
Silver Dollar Golf & Trap Club Resort Odessa FL RV 836 — 459 382 100.0%
Terra Ceia Palmetto FL RV 50 — 391 162 100.0%
Arbors at Countrywood (d) Plant City FL MH (f) — — — —%
Lakes at Countrywood Plant City FL MH 122 10 424 424 97.4%
Meadows at Countrywood Plant City FL MH 140 — 799 799 96.5%
Oaks at Countrywood Plant City FL MH 44 — 168 168 99.4%
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Property City State Property Type
Acres (a)
Developable
Acres (b)
 Total Number of Sites as of 12/31/24 Total Number of Annual Sites as of 12/31/24 Annual Site Occupancy as of 12/31/24
Harbor Lakes Port Charlotte FL RV 80 — 528 371 100.0%
Emerald Lake Punta Gorda FL MH 28 — 201 201 96.0%
Gulf View Punta Gorda FL RV 78 — 206 83 100.0%
Tropical Palms MH Punta Gorda FL MH 50 2 294 294 98.0%
Kingswood Riverview FL MH 52 — 229 229 100.0%
Winds of St. Armands North Sarasota FL MH 74 — 471 471 99.6%
Winds of St. Armands South Sarasota FL MH 90 5 360 360 98.1%
Topics RV Resort Spring Hill FL RV 35 — 230 179 100.0%
Pine Island St. James City FL RV 31 — 363 26 100.0%
Carefree Village Tampa FL MH 58 — 398 398 98.2%
Tarpon Glen Tarpon Springs FL MH 24 — 168 168 99.4%
Featherock Valrico FL MH 84 — 521 521 99.2%
Bay Indies Venice FL MH 210 — 1,309 1,309 95.6%
Ramblers Rest RV Resort Venice FL RV 117 — 647 345 100.0%
Peace River Wauchula FL RV 72 — 454 50 100.0%
Crystal Lake Zephyrhills Zephyrhills FL MH 147 — 518 518 85.3%
Forest Lake Estates MH Zephyrhills FL MH 192 68 929 929 98.8%
Forest Lake Village RV Zephyrhills FL RV 42 — 274 178 100.0%
Sixth Avenue Zephyrhills FL MH 14 — 133 133 87.2%
Other Multiple FL MH 7 — 133 133 45.1%
Total Florida Market 13,312 1,158 64,821 52,595 94.7%
California
Northern California:
Monte del Lago Castroville CA MH 54 — 310 310 99.7%
Colony Park Ceres CA MH 20 — 186 186 97.8%
Russian River Cloverdale CA RV 41 — 135 1 100.0%
Snowflower (d) Emigrant Gap CA RV 612 — 268 — —%
Four Seasons Fresno CA MH 40 — 242 242 96.7%
Yosemite Lakes (d) Groveland CA RV 403 30 299 — —%
Tahoe Valley (d) (e) Lake Tahoe CA RV 86 — 413 — —%
Sea Oaks Los Osos CA MH 18 1 125 125 100.0%
Ponderosa Resort Lotus CA RV 22 — 170 3 100.0%
Turtle Beach Manteca CA RV 39 — 79 11 100.0%
Marina Dunes RV Resort (d) Marina CA RV 6 — 96 — —%
Coralwood (e) Modesto CA MH 22 — 194 194 99.5%
Lake Minden Nicolaus CA RV 165 82 323 6 100.0%
Oceanside RV Resort (d) Oceanside CA RV 8 — 139 — —%
Lake of the Springs Oregon House CA RV 954 507 541 35 100.0%
Concord Cascade Pacheco CA MH 31 — 283 283 100.0%
San Francisco RV (d) Pacifica CA RV 12 — 122 — —%
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Property City State Property Type
Acres (a)
Developable
Acres (b)
 Total Number of Sites as of 12/31/24 Total Number of Annual Sites as of 12/31/24 Annual Site Occupancy as of 12/31/24
Quail Meadows Riverbank CA MH 20 — 146 146 100.0%
California Hawaiian San Jose CA MH 50 — 418 418 100.0%
Sunshadow San Jose CA MH 30 — 121 121 100.0%
Village of the Four Seasons San Jose CA MH 30 — 271 271 100.0%
Laguna Lake San Luis Obispo CA MH 100 — 300 300 100.0%
Contempo Marin San Rafael CA MH 63 1 396 396 100.0%
De Anza Santa Cruz Santa Cruz CA MH 30 — 198 198 100.0%
Santa Cruz Ranch (d) Scotts Valley CA RV 7 — 106 — —%
Royal Oaks Visalia CA MH 20 — 149 149 98.0%
Pilot Knob RV Resort Winterhaven CA RV 23 — 247 9 100.0%
Southern California:
Soledad Canyon Acton CA RV 273 — 1,251 32 100.0%
Los Ranchos Apple Valley CA MH 30 — 389 389 96.7%
Date Palm Country Club (e) Cathedral City CA MH 232 3 538 538 98.3%
Palm Springs Oasis RV Resort Cathedral City CA RV (f) — 140 27 100.0%
Oakzanita Springs Descanso CA RV 145 5 146 21 100.0%
Rancho Mesa El Cajon CA MH 20 — 158 158 100.0%
Rancho Valley El Cajon CA MH 19 — 140 140 100.0%
Royal Holiday Hemet CA MH 22 — 198 198 78.8%
Idyllwild Idyllwild-Pine Cove CA RV 191 — 287 33 100.0%
Pio Pico Jamul CA RV 176 10 512 51 100.0%
Wilderness Lakes Menifee CA RV 73 1 529 41 100.0%
Morgan Hill (d) Morgan Hill CA RV 69 6 339 — —%
Pacific Dunes Ranch (d) Oceana CA RV 48 — 215 — —%
San Benito Paicines CA RV 199 23 523 17 100.0%
Palm Springs Palm Desert CA RV 35 — 401 14 100.0%
Las Palmas Estates Rialto CA MH 18 — 136 136 100.0%
Parque La Quinta Rialto CA MH 19 — 166 166 98.2%
Rancho Oso (h) Santa Barbara CA RV 310 40 187 — —%
Meadowbrook Santee CA MH 43 — 338 338 100.0%
Lamplighter Village Spring Valley CA MH 32 — 270 270 100.0%
Santiago Estates Sylmar CA MH 113 9 300 300 100.0%
Total California Market 4,973 718 13,440 6,273 98.7%
Arizona:
Apache East Apache Junction AZ MH 17 — 123 123 100.0%
Countryside RV Apache Junction AZ RV 53 — 560 304 100.0%
Denali Park Apache Junction AZ MH 33 5 162 162 98.8%
Dolce Vita Apache Junction AZ MH 132 20 606 606 75.4%
Golden Sun RV Apache Junction AZ RV 33 — 329 208 100.0%
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Property City State Property Type
Acres (a)
Developable
Acres (b)
 Total Number of Sites as of 12/31/24 Total Number of Annual Sites as of 12/31/24 Annual Site Occupancy as of 12/31/24
Meridian RV Resort Apache Junction AZ RV 15 — 264 52 100.0%
Valley Vista Benson AZ RV 6 — 145 5 100.0%
Casita Verde Casa Grande AZ RV 14 — 192 98 100.0%
Fiesta Grande Casa Grande AZ RV 77 — 767 547 100.0%
Foothills West Casa Grande AZ RV 16 — 188 130 100.0%
Sunshine Valley Chandler AZ MH 55 — 381 381 100.0%
Verde Valley Cottonwood AZ RV 273 178 414 118 100.0%
Casa del Sol East II Glendale AZ MH 29 — 239 239 96.2%
Casa del Sol East III Glendale AZ MH 28 — 236 236 98.3%
Palm Shadows Glendale AZ MH 33 — 293 293 92.5%
Hacienda De Valencia Mesa AZ MH 51 — 363 363 98.6%
Mesa Spirit Mesa AZ RV 90 — 1,600 800 100.0%
Monte Vista Resort Mesa AZ RV 142 — 1,345 966 100.0%
Seyenna Vistas Mesa AZ MH 60 4 407 407 96.6%
The Highlands at Brentwood Mesa AZ MH 45 — 268 268 99.6%
ViewPoint RV & Golf Resort Mesa AZ RV 332 — 2,414 1,996 100.0%
Apollo Village Peoria AZ MH 29 3 238 238 95.4%
Casa del Sol West Peoria AZ MH 31 — 245 245 98.8%
Carefree Manor Phoenix AZ MH 16 — 130 130 97.7%
Central Park Phoenix AZ MH 37 — 293 293 97.3%
Desert Skies Phoenix AZ MH 24 — 166 166 98.8%
Sunrise Heights Phoenix AZ MH 28 — 199 199 97.5%
Whispering Palms Phoenix AZ MH 15 — 116 116 98.3%
Desert Vista (d) Salome AZ RV 10 — 125 — —%
Sedona Shadows Sedona AZ MH 48 — 210 210 94.8%
Venture In Show Low AZ RV 26 — 389 269 100.0%
Paradise Sun City AZ RV 80 — 950 778 100.0%
The Meadows AZ Tempe AZ MH 60 — 390 390 97.9%
Fairview Manor Tucson AZ MH 28 — 231 231 97.0%
Voyager RV Resort Tucson AZ RV 35 — 1,801 1,117 100.0%
The Crossing at Voyager (c) Tucson AZ MH 64 18 154 154 0.6%
Westpark Wickenburg AZ MH 48 — 269 269 86.6%
Araby Acres Yuma AZ RV 25 3 337 252 100.0%
Cactus Gardens Yuma AZ RV 43 — 430 224 100.0%
Capri Yuma AZ RV 20 — 303 146 100.0%
Desert Paradise Yuma AZ RV 26 — 260 83 100.0%
Foothill Village Yuma AZ RV 18 — 180 20 100.0%
Mesa Verde RV Yuma AZ RV 28 — 345 256 100.0%
Suni Sands Yuma AZ RV 34 — 336 134 100.0%
Total Arizona Market 2,307 231 19,393 14,222 96.8%
35

Property City State Property Type
Acres (a)
Developable
Acres (b)
 Total Number of Sites as of 12/31/24 Total Number of Annual Sites as of 12/31/24 Annual Site Occupancy as of 12/31/24
Colorado:
Hillcrest Village CO Aurora CO MH 72 — 602 602 98.7%
Cimarron Village Broomfield CO MH 50 — 327 327 100.0%
Holiday Village CO Colorado Springs CO MH 38 — 240 240 97.5%
Bear Creek Village Denver CO MH 12 — 121 121 98.3%
Holiday Hills Village Denver CO MH 99 — 736 736 98.4%
Golden Terrace Golden CO MH 32 — 263 263 99.6%
Golden Terrace South Golden CO MH 15 — 80 80 100.0%
Golden Terrace South RV (d) Golden CO RV (f) — 80 — —%
Golden Terrace West Golden CO MH 39 — 311 311 99.0%
Blue Mesa Recreational Ranch (d) Gunnison CO RV — — 385 — —%
Pueblo Grande Pueblo CO MH 33 — 250 250 96.0%
Woodland Hills Thornton CO MH 55 — 434 434 100.0%
Total Colorado Market 445 — 3,829 3,364 98.8%
Northeast:
Stonegate Manor North Windham CT MH 114 — 372 372 91.4%
Waterford Estates Bear DE MH 159 2 731 731 99.6%
McNicol Place Lewes DE MH 25 — 93 93 100.0%
Whispering Pines Lewes DE MH 67 2 393 393 100.0%
Mariner's Cove Millsboro DE MH 101 — 375 375 100.0%
Sweetbriar Millsboro DE MH 38 — 146 146 98.6%
Aspen Meadows Rehoboth Beach DE MH 46 — 200 200 100.0%
Camelot Meadows Rehoboth Beach DE MH 61 — 301 301 100.0%
Gateway to Cape Cod Rochester MA RV 80 25 194 73 100.0%
Hillcrest MA Rockland MA MH 19 — 79 79 91.1%
The Glen Rockland MA MH 24 — 36 36 97.2%
Old Chatham South Dennis MA RV 47 — 312 279 100.0%
Sturbridge Sturbridge MA RV 223 125 155 87 100.0%
Fernwood Capitol Heights MD MH 40 6 329 329 99.1%
Williams Estates/Peppermint Woods Middle River MD MH 121 — 803 803 100.0%
Mt. Desert Narrows (d) Bar Harbor ME RV 90 12 206 — —%
Patten Pond Ellsworth ME RV 81 60 137 34 100.0%
Pinehirst Old Orchard Beach ME RV 58 — 550 423 100.0%
Narrows Too Trenton ME RV 42 8 207 34 100.0%
Moody Beach Wells ME RV 48 — 274 109 100.0%
Sandy Beach Contoocook NH RV 40 — 190 105 100.0%
Pine Acres Raymond NH RV 100 — 421 216 100.0%
Tuxbury Resort South Hampton NH RV 193 100 305 199 100.0%
King Nummy Cape May Court House NJ RV 83 — 313 271 100.0%
Acorn Campground Green Creek NJ RV 160 43 323 246 100.0%
36

Property City State Property Type
Acres (a)
Developable
Acres (b)
 Total Number of Sites as of 12/31/24 Total Number of Annual Sites as of 12/31/24 Annual Site Occupancy as of 12/31/24
Whippoorwill RV Marmora NJ RV 39 — 288 233 100.0%
Mays Landing Resort Mays Landing NJ RV 18 — 168 105 100.0%
Echo Farms Ocean View NJ RV 31 — 245 223 100.0%
Lake and Shore Ocean View NJ RV 162 — 401 283 100.0%
Pine Haven Ocean View NJ RV 97 — 629 534 100.0%
Red Oak Shores Ocean View NJ RV 155 223 192 100.0%
Chestnut Lake Port Republic NJ RV 32 — 185 45 100.0%
Sea Pines Swainton NJ RV 75 32 549 327 100.0%
Pine Ridge at Crestwood Whiting NJ MH 188 — 1,035 1,035 92.5%
Rondout Valley Accord NY RV 184 94 398 85 100.0%
Alpine Lake RV Resort Corinth NY RV 200 54 500 369 100.0%
Lake George Escape Lake George NY RV 178 — 576 117 100.0%
The Woodlands Lockport NY MH 225 30 1,237 1,237 97.1%
Greenwood Village Manorville NY MH 79 — 512 512 99.4%
Brennan Beach Pulaski NY RV 201 — 1,377 1,211 100.0%
Lake George Schroon Valley Warrensburg NY RV 151 — 151 92 100.0%
Greenbriar Village Bath PA MH 63 — 319 319 96.6%
Sun Valley Bowmansville PA RV 86 3 265 216 100.0%
Green Acres Breinigsville PA MH 149 — 595 595 93.9%
Gettysburg Farm Dover PA RV 124 62 265 81 100.0%
Timothy Lake North East Stroudsburg PA RV 93 — 323 97 100.0%
Timothy Lake South East Stroudsburg PA RV 65 — 327 135 100.0%
Drummer Boy Gettysburg PA RV 89 — 465 254 100.0%
Round Top Gettysburg PA RV 52 — 391 189 100.0%
Circle M Lancaster PA RV 103 7 426 109 100.0%
Hershey Lebanon PA RV 196 20 297 66 100.0%
Robin Hill Lenhartsville PA RV 44 4 270 142 100.0%
PA Dutch County Manheim PA RV 102 55 269 83 100.0%
Spring Gulch New Holland PA RV 114 27 420 156 100.0%
Lil Wolf Orefield PA MH 56 — 269 269 94.1%
Scotrun Scotrun PA RV 63 6 178 117 100.0%
Appalachian RV Shartlesville PA RV 86 30 358 217 100.0%
Mountain View - PA Walnutport PA MH 45 1 187 187 90.4%
Timber Creek Westerly RI RV 108 — 364 351 100.0%
Total Northeast Market 5,713 808 21,907 16,117 98.5%
Southeast:
Hidden Cove Arley AL RV 99 34 163 79 100.0%
Dale Hollow State Park Marina Burkesville KY Marina 33 — 198 198 100.0%
Diamond Caverns Park City KY RV 714 218 220 28 100.0%
Forest Lake Advance NC RV 306 20 394 218 100.0%
37

Property City State Property Type
Acres (a)
Developable
Acres (b)
 Total Number of Sites as of 12/31/24 Total Number of Annual Sites as of 12/31/24 Annual Site Occupancy as of 12/31/24
Scenic Asheville NC MH 28 — 212 212 96.2%
Boathouse Marina Beaufort NC Marina 9 — 547 365 100.0%
Waterway RV Cedar Point NC RV 27 — 336 332 100.0%
Twin Lakes Chocowinity NC RV 132 11 419 372 100.0%
Holiday Trav-L-Park Resort Emerald Isle NC RV 23 — 299 162 100.0%
Topsail Sound RV Holly Ridge NC RV 34 — 350 211 100.0%
Green Mountain Lenoir NC RV 1,077 3 447 167 100.0%
Lake Gaston Littleton NC RV 69 — 235 201 100.0%
Lake Myers RV Mocksville NC RV 74 — 425 256 100.0%
Bogue Pines Newport NC MH 50 — 150 150 99.3%
Goose Creek Newport NC RV 92 — 735 697 100.0%
Whispering Pines - NC Newport NC RV 34 — 278 178 100.0%
Harbor Point Sneads Ferry NC RV 46 — 203 139 100.0%
White Oak Shores Stella NC RV 220 20 710 473 100.0%
White Oak Shores Stella NC Marina — — 56 40 100.0%
Carolina Landing Fair Play SC RV 73 30 192 72 100.0%
Inlet Oaks Village Murrells Inlet SC MH 35 — 172 172 99.4%
Carolina Shores RV (g) Myrtle Beach SC RV 80 — 813 — —%
Rivers Edge Marina North Charleston SC Marina 4 — 503 421 100.0%
The Oaks Yemassee SC RV 10 — 93 23 100.0%
Natchez Trace Hohenwald TN RV 672 339 537 190 100.0%
Cherokee Landing Saulsbury TN RV 254 124 339 7 100.0%
Meadows of Chantilly Chantilly VA MH 82 — 499 499 100.0%
Harbor View Colonial Beach VA RV 69 — 146 41 100.0%
Lynchburg Gladys VA RV 170 59 222 50 100.0%
Chesapeake Bay Gloucester VA RV 282 80 392 123 100.0%
Bayport Development (c) Jamaica VA RV 541 523 — — —%
Virginia Landing Quinby VA RV 863 — 233 15 100.0%
Grey's Point Camp Topping VA RV 125 16 791 584 100.0%
Bethpage Camp Resort Urbanna VA RV 271 81 1,285 897 100.0%
Williamsburg Williamsburg VA RV 65 10 211 89 100.0%
Regency Lakes Winchester VA MH 165 — 523 523 98.7%
Total Southeast Market 6,828 1,568 13,328 8,184 99.8%
Midwest:
O'Connell's Yogi Bear RV Resort Amboy IL RV 286 77 812 442 100.0%
Pheasant Lake Estates Beecher IL MH 238 190 613 613 90.9%
Pine Country Belvidere IL RV 131 10 185 127 100.0%
Willow Lake Estates Elgin IL MH 111 — 616 616 92.2%
Golf Vista Estates Monee IL MH 144 — 497 497 83.1%
Indian Lakes Batesville IN RV 545 82 1,212 680 100.0%
38

Property City State Property Type
Acres (a)
Developable
Acres (b)
 Total Number of Sites as of 12/31/24 Total Number of Annual Sites as of 12/31/24 Annual Site Occupancy as of 12/31/24
Horseshoe Lakes Clinton IN RV 289 66 123 71 100.0%
Twin Mills RV Howe IN RV 137 24 501 292 100.0%
Lakeside RV New Carlisle IN RV 13 — 89 89 100.0%
Bear Cave Buchanan MI RV 25 10 136 45 100.0%
St Claire Saint Claire MI RV 210 100 229 122 100.0%
Cedar Knolls Apple Valley MN MH 93 — 457 457 94.7%
Cimarron Park Lake Elmo MN MH 230 46 505 505 86.5%
Rockford Riverview Estates Rockford MN MH 88 — 428 428 97.7%
Rosemount Woods Rosemount MN MH 50 — 221 221 80.1%
Buena Vista Fargo ND MH 76 — 399 399 62.7%
Meadow Park Fargo ND MH 17 — 116 116 53.4%
Kenisee Lake Jefferson OH RV 143 50 119 84 100.0%
Wilmington Wilmington OH RV 109 41 169 120 100.0%
Rainbow Lake Manor Bristol WI MH 99 6 302 302 87.1%
Fremont Jellystone Park Campground Fremont WI RV 98 5 325 128 100.0%
Yukon Trails Lyndon Station WI RV 150 29 219 126 100.0%
Blackhawk Camping Resort Milton WI RV 214 24 490 319 100.0%
Lakeland Milton WI RV 107 5 682 420 100.0%
Westwood Estates Pleasant Prairie WI MH 95 — 344 344 90.1%
Plymouth Rock Plymouth WI RV 133 40 610 426 100.0%
Tranquil Timbers Sturgeon Bay WI RV 125 — 270 181 100.0%
Lake of the Woods RV Wautoma WI RV 117 — 303 136 100.0%
Neshonoc Lakeside West Salem WI RV 48 — 284 164 100.0%
Arrowhead Resort Wisconsin Dells WI RV 166 40 377 190 100.0%
Bay Point Marina Marblehead OH RV 48 9 184 184 100.0%
Bay Point Marina Marblehead OH Marina 179 — 660 554 100.0%
Total Midwest Market 4,514 854 12,477 9,398 93.5%
Nevada, Utah and Idaho:
Coach Royale Boise ID MH 12 — 91 91 100.0%
Maple Grove Boise ID MH 38 — 271 271 98.9%
Shenandoah Estates Boise ID MH 24 — 153 153 99.3%
West Meadow Estates Boise ID MH 29 — 178 178 100.0%
Mountain View - NV Henderson NV MH 72 — 354 354 100.0%
Bonanza Village Las Vegas NV MH 43 — 353 353 61.5%
Boulder Cascade Las Vegas NV MH 39 — 299 299 93.6%
Cabana Las Vegas NV MH 37 — 263 263 99.2%
Flamingo West Las Vegas NV MH 37 — 258 258 100.0%
Las Vegas Las Vegas NV RV 11 — 217 4 100.0%
Villa Borega Las Vegas NV MH 40 — 293 293 82.9%
39

Property City State Property Type
Acres (a)
Developable
Acres (b)
 Total Number of Sites as of 12/31/24 Total Number of Annual Sites as of 12/31/24 Annual Site Occupancy as of 12/31/24
Westwood Village Farr West UT MH 46 — 314 314 100.0%
St George (d) Hurricane UT RV 26 — 149 — —%
All Seasons Salt Lake City UT MH 19 — 121 121 100.0%
Total Nevada, Utah and Idaho Market 473 — 3,314 2,952 92.9%
Northwest:
Cultus Lake (Canada) (e) Lindell Beach BC RV 15 — 178 37 100.0%
Bend Bend OR RV 289 116 351 27 100.0%
Shadowbrook Clackamas OR MH 21 — 156 156 93.6%
Pacific City Cloverdale OR RV 105 50 307 36 100.0%
Falcon Wood Village Eugene OR MH 23 — 183 183 98.9%
Portland Fairview Fairview OR RV 30 — 407 228 100.0%
Quail Hollow (e) Fairview OR MH 21 — 137 137 100.0%
South Jetty Florence OR RV 57 5 204 8 100.0%
Seaside Seaside OR RV 80 7 251 45 100.0%
Whalers Rest South Beach OR RV 39 5 170 26 100.0%
Mt. Hood Village Welches OR RV 115 — 626 190 100.0%
Hope Valley RV Turner OR RV 69 23 164 157 100.0%
Birch Bay Blaine WA RV 31 7 246 10 100.0%
Mount Vernon Bow WA RV 311 — 251 25 100.0%
Chehalis Chehalis WA RV 309 — 360 16 100.0%
Grandy Creek (d) Concrete WA RV 63 — 179 — —%
Tall Chief (d) Fall City WA RV 71 — 180 — —%
Kloshe Illahee Federal Way WA MH 50 — 258 258 100.0%
La Conner (e) La Conner WA RV 106 — 319 41 100.0%
Leavenworth Leavenworth WA RV 255 30 266 8 100.0%
Thunderbird Resort Monroe WA RV 45 6 136 13 100.0%
Little Diamond Newport WA RV 360 30 520 1 100.0%
Oceana Ocean City WA RV 16 7 84 8 100.0%
Crescent Bar Quincy WA RV 14 — 115 6 100.0%
Long Beach Seaview WA RV 17 10 144 15 100.0%
Paradise RV Silver Creek WA RV 60 — 265 3 100.0%
Total Northwest Market 2,572 296 6,457 1,634 99.3%
Texas:
Alamo Palms Alamo TX RV 58 — 643 295 100.0%
Bay Landing Bridgeport TX RV 443 235 293 53 100.0%
Colorado River Columbus TX RV 218 22 232 22 100.0%
Victoria Palms Donna TX RV 117 — 1,122 474 100.0%
Lake Texoma (e) Gordonville TX RV 201 87 430 70 100.0%
Lakewood Harlingen TX RV 30 — 301 96 100.0%
40

Property City State Property Type
Acres (a)
Developable
Acres (b)
 Total Number of Sites as of 12/31/24 Total Number of Annual Sites as of 12/31/24 Annual Site Occupancy as of 12/31/24
Paradise Park Harlingen TX RV 60 — 563 259 100.0%
Sunshine RV Resort Harlingen TX RV 84 — 1,027 359 100.0%
Tropic Winds Harlingen TX RV 112 65 531 209 100.0%
Medina Lake Lakehills TX RV 208 50 387 19 100.0%
Paradise South Mercedes TX RV 49 — 493 172 100.0%
Lake Tawakoni (e) Point TX RV 324 11 293 48 100.0%
Fun N Sun RV San Benito TX RV 135 40 1,435 594 100.0%
Country Sunshine Weslaco TX RV 37 — 390 155 100.0%
Leisure World Weslaco TX RV 38 — 333 180 100.0%
Southern Comfort Weslaco TX RV 40 — 403 311 100.0%
Trails End RV Weslaco TX RV 43 — 362 232 100.0%
Lake Whitney Whitney TX RV 403 158 261 18 100.0%
Lake Conroe Willis TX RV 129 — 705 330 100.0%
Lake Conroe RV Resort Montgomery TX RV 130 — 261 31 100.0%
Total Texas Market 2,859 668 10,465 3,927 100.0%
Grand Total All Markets 43,996 6,301 169,431 118,666 96.3%
____________________________________
(a)Acres are approximate. For certain Properties, the acres were estimated based on 10 Sites per acre.
(b)Acres are approximate. There can be no assurance that developable acres will be developed. Development is contingent on many factors including, but not limited to, cost, ability to subdivide, accessibility, infrastructure needs, zoning, entitlement and topography.
(c)Development asset not included in the property count as there are no sites and the property is not operational.
(d)Property did not have annual Sites for 2024.
(e)Land has been leased to us under a non-cancelable operating lease, including one Loggerhead Marina Property (See Item 8. Financial Statements and Supplementary Data—Note 3. Leases).
(f)Acres for this community have been included in the acres of the adjacent community listed directly above this Property.
(g)RV community operated by a tenant pursuant to an existing ground lease.
(h)Property is closed temporarily due to storm and flooding events in 2023.
41


Item 3. Legal Proceedings
The description of legal proceedings is incorporated herein by reference from Item 8. Financial Statements and Supplementary Data—Note 15. Commitments and Contingencies in this Form 10-K.

Item 4. Mine Safety Disclosures
None.

42

PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our shares of common stock are traded on the NYSE under the symbol ELS. As of December 31, 2024, there were 277 holders of record for 191,056,527 outstanding shares of our common stock. Additionally, there were 9,103,904 OP Units outstanding, which are exchangeable for an equivalent number of shares of our common stock or, at our option, cash.
Issuer Purchases of Equity Securities
Period Total Number of Shares Purchased (a) Weighted Average Price Paid per Share (a) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
1/1/2024-3/31/2024 28,601  $ 66.72  None None
4/1/2024-6/30/2024 —  $ —  None None
7/1/2024-9/30/2024 —  $ —  None None
10/1/2024-12/31/2024 —  $ —  None None
1/1/2024-12/31/2024 28,601  $ 66.72  None None
(a) All shares were repurchased at the open market price and represent common stock surrendered to us to satisfy income tax withholding obligations due to the vesting of Restricted Share Grants. Certain of our executive officers and directors may from time to time adopt non-discretionary, written trading plans that comply with Securities and Exchange Commission Rule 10b5-1, or otherwise monetize their equity-based compensation. Securities and Exchange Commission Rule 10b5-1 provides executives with a method to monetize their equity-based compensation in an automatic and non-discretionary manner over time.
Dividends and Distributions
We distribute regular quarterly dividends to our stockholders. In order to maintain our qualification as a REIT, we are required, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and any net capital gain. In addition, we intend to distribute all or substantially all of our net income so that we will generally not be subject to U.S. federal income tax on our earnings.
In general, our Board of Directors makes decisions regarding the nature, frequency and amount of our dividends on a quarterly basis. The Board considers many factors when making these decisions, including our present and future liquidity needs, our current and projected financial condition and results of operations. As such, there can be no assurance that we will maintain the practice of paying regular quarterly dividends to continue to qualify as a REIT. See Item 1A. Risk Factors in this Form 10-K for a description of factors that may affect our ability to distribute dividends.

Item 6. [Reserved]

43

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying footnotes thereto included in this Annual Report on Form 10-K.
2024 Accomplishments
We continued our strong performance in 2024, as marked by these key operational and financial accomplishments:
•Net income per share of common stock (“Common Share”) on a fully diluted basis was $1.96 for the year ended December 31, 2024, 16.0% higher than the year ended December 31, 2023.
•FFO per Common Share on a fully diluted basis was $3.03 for the year ended December 31, 2024, 9.5% higher than the year ended December 31, 2023.
•Normalized FFO per Common Share on a fully diluted basis was $2.91 for the year ended December 31, 2024, 5.9% higher than the year ended December 31, 2023.
•Core portfolio generated growth of 6.5% in income from property operations, excluding property management, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
•Core MH base rental income increased by 6.1% during the year ended December 31, 2024, compared to the year ended December 31, 2023.
•Manufactured homeowners within our Core portfolio increased by 379 to 67,002 as of December 31, 2024, compared to 66,623 as of December 31, 2023.
•Core RV and marina base rental income for the year ended December 31, 2024 increased by 3.0%, compared to the year ended December 31, 2023.
•Core Annual RV and marina base rental income for the year ended December 31, 2024 increased by 6.5%, compared to the year ended December 31, 2023.
•New home sales of 756 for the year ended December 31, 2024.
•Added 736 expansion sites during the year ended December 31, 2024.
•Increased the annual dividend for 2024 to $1.91 per share of Common Stock, an increase of 6.7%, or $0.12, compared to the 2023 annual dividend of $1.79. Over the past 10 years, we have increased our dividend by an average of 11.4% per year.
•During the year ended December 31, 2024, we closed on a modification of our $500.0 million unsecured line of credit to extend the maturity date to July 18, 2028. All other material terms, including interest rate terms, remained the same. Additionally, we repaid our $300.0 million senior unsecured term loan and terminated the related interest rate swaps.
•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 at-the-market (“ATM”) offering program that was entered into in February 2024.
•In November 2024, we entered into our current ATM equity offering program with an aggregate offering price of up to $700.0 million.
Overview and Outlook
We are a self-administered and self-managed real estate investment trust (“REIT”) with headquarters in Chicago, Illinois. 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. As of December 31, 2024, we owned or had an ownership interest in a portfolio of 452 Properties located throughout the United States and Canada containing 173,201 individual developed areas (“Sites”). These Properties are located in 35 states and British Columbia.
We invest in properties in sought-after locations near retirement and vacation destinations and urban areas across the United States with a focus on delivering an exceptional experience to our residents and guests that results in delivery of value to stockholders. Our business model is intended to provide an opportunity for increased cash flows and appreciation in value. We seek growth in earnings, Funds from Operations (“FFO”) and cash flows by enhancing the profitability and operation of our Properties and investments. We accomplish this by attracting and retaining high quality customers to our Properties, who take pride in our Properties and in their homes and efficiently managing our Properties by increasing occupancy, maintaining competitive market rents and controlling expenses. We also actively pursue opportunities that fit our acquisition criteria and are currently engaged in various stages of negotiations relating to the possible acquisition of additional properties.
44
Management's Discussion and Analysis (continued)
We believe the demand from baby boomers for MH and RV communities will continue to be strong over the long term. It is estimated that approximately 10,000 Americans turn 65 years old every day and all baby boomers will be at least age 65 by 2030. These individuals, seeking an active lifestyle, will continue to drive the market for second-home sales as vacation properties, investment opportunities or retirement retreats. We expect it is likely that over the next decade, we will continue to see high levels of second-home sales and that manufactured homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes. We also believe the Millennial and Generation Z demographic will contribute to our future long-term customer pipeline. After conducting a comprehensive study of RV ownership, according to the Recreational Vehicle Industry Association (“RVIA”), data suggested that RV sales are expected to benefit from an increase in demand from those born in the United States from 1980 to 2003, or Millennials and Gen Z, over the coming years. We believe the demand from baby boomers and these younger generations will continue to outpace supply for MH and RV communities. The entitlement process to develop new MH and RV communities is extremely restrictive. As a result, there have been limited new communities developed in our target geographic markets.
We generate the majority of our revenues from customers renting our Sites or entering into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays. MH Sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes. Annual RV and marina Sites are leased on an annual basis to customers who generally have an RV, factory-built cottage, boat or other unit placed on the site, including those Northern properties that are open for the summer season. 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. The revenue from seasonal and transient Sites is generally higher during the first and third quarters. We consider the transient revenue stream to be our most volatile as it is subject to weather conditions and other factors affecting the marginal RV customer's vacation and travel preferences. We also generate revenue from customers renting our marina dry storage. Additionally, we have interests in joint venture Properties for which revenue is classified as Equity in income from unconsolidated joint ventures on the Consolidated Statements of Income and Comprehensive Income.
Approximately one quarter of our rental agreements on MH Sites contain rent increase provisions that are directly or indirectly connected to the published CPI statistics issued from June through September of the year prior to the increase effective date. Approximately two-thirds of these rental agreements are subject to a CPI floor of approximately 3.0% to 5.0%.
State and local rent control regulations affect 28 wholly-owned Properties, including 14 of our 47 California Properties, all 7 of our Delaware Properties, 1 of our 2 Maryland Properties, 1 of our 5 Massachusetts Properties, 1 of our 11 New Jersey Properties, 1 of our 7 New York Properties and 3 of our 11 Oregon Properties. These rent control regulations govern rent increases and generally permit us to increase rates by a percentage of the increase in the national, regional or local CPI, depending on the rent control ordinance. These rate increases generally range from 60.0% to 100.0% of CPI with certain limits depending on the jurisdiction.
The following table shows the breakdown of our Sites by type (amounts are approximate):
Total Sites as of
  December 31, 2024
MH Sites 73,200 
RV Sites:
Annual 34,200 
Seasonal 11,800 
Transient 17,300 
Marina Slips 6,900 
Membership (1)
 26,000 
Joint Ventures (2)
 3,800 
Total 173,200 
_____________________
(1)Primarily utilized to service the approximately 113,600 members. Includes approximately 5,900 Sites rented on an annual basis.
(2)Includes approximately 2,000 annual Sites and 1,800 transient Sites.

Membership Sites are primarily utilized to service approximately 113,600 annual subscription members, including 21,500 free trial members added through our RV dealer program. The majority of the remaining 92,100 have purchased a Thousand Trails Camping (“TTC”) membership, which is an annual subscription providing the member access to our Properties in one to five geographic regions of the United States. In 2024, a TTC membership for a single geographic region required an annual payment of $725. In addition, members are eligible to upgrade their subscriptions. A membership upgrade may offer (1) increased length of consecutive stay; (2) the ability to make earlier advance reservations; (3) discounts on rental accommodations and (4) access to additional properties, including non-membership recreational vehicle ("RV") properties.
45
Management's Discussion and Analysis (continued)
Certain membership upgrades require a non-refundable upfront payment, for which we offer financing options to eligible customers. As a customer acquisition tool, we have relationships with a network of RV dealers to provide each new RV owner with a free one-year trial subscription to a TTC membership.
In our Home Sales and Rentals Operations business, our revenue streams include home sales, home rentals and brokerage services and ancillary activities. We generate revenue through home sales and rental operations by selling or leasing manufactured homes and cottages that are located in Properties owned and managed by us. We believe renting our vacant homes represents an attractive source of occupancy and an opportunity to convert the renter to a homebuyer in the future. Additionally, home sale brokerage services are offered to our residents who may choose to sell their homes rather than relocate them when moving from a Property. At certain Properties, we operate ancillary facilities, such as golf courses, pro shops, stores and restaurants.
In the manufactured housing industry, options for home financing, also known as chattel financing, are limited. Chattel financing options available today include community owner-funded programs or third-party lender programs that provide subsidized financing to customers and often require the community owner to guarantee customer defaults. Third-party lender programs have stringent underwriting criteria, sizable down payment requirements, short term loan amortization and high interest rates. We have a limited program under which we purchase loans made by an unaffiliated lender to homebuyers at our Properties.
The Federal Housing Finance Agency (the “FHFA”), overseer of Fannie Mae, Freddie Mac (the “GSEs”) and the Federal Home Loan Banks, focuses on equitable access to affordable and sustainable housing. Since 2017, the FHFA has developed programs for the GSEs that address leadership in developing loan products and flexible underwriting guidelines in underserved markets to facilitate a secondary market for mortgages on manufactured homes titled as real property or personal property, blanket loans for certain categories of manufactured housing communities, preserving the affordability of housing for renters and homebuyers, and housing in rural markets. While the FHFA and the current programs may have a positive impact on our customers, the impact on us as well as the industry cannot be determined at this time.
In addition to net income computed in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we assess and measure our overall financial and operating performance using certain Non-GAAP supplemental measures, which include: (i) FFO, (ii) Normalized FFO, (iii) Income from property operations, (iv) Income from property operations, excluding property management, and (v) Core Portfolio income from property operations, excluding property management (operating results for Properties owned and operated in both periods under comparison). We use these measures internally to evaluate the operating performance of our portfolio and provide a basis for comparison with other real estate companies. Definitions and reconciliations of these measures to the most comparable GAAP measures are included below in this discussion.
Results Overview
(amounts in thousands) Years Ended December 31,
2024 2023 $ Change
% Change (1)
Net Income per fully diluted Common Share $ 1.96  $ 1.69  $ 0.27  16.0  %
FFO per fully diluted Common Share and OP Unit $ 3.03  $ 2.77  $ 0.26  9.5  %
Normalized FFO per fully diluted Common Share and OP Unit $ 2.91  $ 2.75  $ 0.16  5.9  %
_____________________
(1)Calculations prepared using actual results without rounding.
Our Core Portfolio could change from time-to-time depending on acquisitions, dispositions and significant transactions or unique situations. Our Core Portfolio in 2024 and 2023 includes all Properties acquired prior to December 31, 2022 that we have owned and operated continuously since January 1, 2023. Our Non-Core Portfolio includes all Properties that were not owned and operated during all of 2023 and 2024, including six properties in Florida impacted by Hurricane Ian and two properties in California that were impacted by storm and flooding events.
For the year ended December 31, 2024, property operating revenues in our Core Portfolio, increased 4.8% and property operating expenses in our Core Portfolio, excluding property management, increased 2.6%, from the year ended December 31, 2023, resulting in increased income from property operations, excluding property management, of 6.5%.
While we continue to focus on increasing the number of manufactured homeowners in our Core Portfolio, we also believe renting our vacant homes represents an attractive source of occupancy and an opportunity to potentially convert the renter to a new homebuyer in the future. We continue to expect there to be fluctuations in the sources of occupancy gains depending on local market conditions, availability of vacant sites and success with converting renters to homeowners.
46
Management's Discussion and Analysis (continued)
Our Core Portfolio was comprised of approximately 92% homeowners and 3% renters, and our average aggregate occupancy in our MH communities was approximately 95% for both the years ended December 31, 2024 and December 31, 2023. For the year ended December 31, 2024, our Core Portfolio occupancy increased by 38 sites with an increase in homeowner occupancy of 379 sites and a decrease in rental occupancy of 341. In addition to maintaining occupancy, we have experienced rental rate increases during the year ended December 31, 2024, which contributed to a growth of 6.1% in Core MH base rental income compared to the same period in 2023.
RV and marina base rental income in our Core Portfolio for the year ended December 31, 2024, was 3.0% higher than the same period in 2023 and was driven by an increase in annual revenues. Core RV and marina base rental income from annuals represents 70.3% of total Core RV and marina base rental income and increased 6.5% for the year ended December 31, 2024 compared to the same period in 2023. Core seasonal RV and marina base rental income decreased 4.7% for the year ended December 31, 2024 compared to the same period in 2023. Core transient RV and marina base rental income decreased 4.3% for the year ended December 31, 2024 compared to the same period in 2023.
We continue to experience a stable membership base within our Thousand Trails portfolio. For the year ended December 31, 2024, annual membership subscriptions revenue increased 0.8% over the same period in 2023. During the year ended December 31, 2024, we sold 19,539 TTC memberships and activated 23,552 TTC memberships through our RV dealer program.
The following table provides additional details regarding our TTC memberships for the past five years:
2024 2023 2022 2021 2020
TTC Origination 43,091  45,990  51,415  50,523  44,129 
    TTC Sales 19,539  20,758  23,237  23,923  20,587 
    RV Dealer TTC Activations 23,552  25,232  28,178  26,600  23,542 
Demand for our homes and communities is strong, as evidenced by factors including our high occupancy levels. Additionally, we closed 756 new home sales during the year ended December 31, 2024 compared to 905 new home sales during the year ended December 31, 2023. Our strategy of converting existing residents to home buyers continues to be successful, with approximately 25% of our home sales during the year ended December 31, 2023 coming from individuals who already reside in our communities as an existing renters or homeowners.
Our gross investment in real estate increased $209.4 million to $7,915.7 million as of December 31, 2024, from $7,706.3 million as of December 31, 2023, primarily due to capital improvements during the year ended December 31, 2024.
Property Acquisitions/Dispositions and Joint Ventures
The following chart lists the Properties acquired or sold from January 1, 2023 through December 31, 2024 and Sites added through expansion opportunities at our existing Properties.
Location Type of Property Transaction Date Sites
Total Sites as of January 1, 2023 (1)
 171,200 
Acquisition Properties:
Red Oak Shores Campground Ocean View, New Jersey RV March 28, 2023 223
Expansion Site Development:
Sites added (reconfigured) in 2023 994 
Sites added (reconfigured) in 2024 736 
Total Sites as of December 31, 2024 (1)
 173,200 
_____________________
(1)    Sites are approximate

47
Management's Discussion and Analysis (continued)
Markets
The following table identifies our largest markets by number of Sites and provides information regarding our Properties (excluding sixteen Properties owned through our Joint Ventures).
Major Market Total Sites Number of
Properties		 Percent of
Total Sites		 Percent of Total
Property Operating
Revenue
Florida 64,821  151  38.3  % 45.3  %
Northeast 21,907  59  12.9  % 11.3  %
Arizona 19,393  44  11.4  % 10.6  %
California 13,440  47  7.9  % 10.7  %
Southeast 13,328  34  7.9  % 5.5  %
Midwest 12,477  31  7.4  % 5.3  %
Texas 10,465  20  6.2  % 2.6  %
Northwest 6,457  26  3.8  % 3.0  %
Colorado 3,829  11  2.3  % 3.4  %
Other 3,314  14  2.0  % 2.3  %
Total 169,431  437  100.0  % 100.0  %

Qualification as a REIT
Commencing with our taxable year ended December 31, 1993, we have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe we have met the requirements and have qualified for taxation as a REIT and we plan to continue to meet these requirements. The requirements for qualification as a REIT are highly technical and complex, as they pertain to the ownership of our outstanding stock, the nature of our assets, the sources of our income and the amount of our distributions to our stockholders. Examples include that at least 95% of our gross income must come from sources that are itemized in the REIT tax laws and at least 90% of our REIT taxable income, computed without regard to our deduction for dividends paid and our net capital gain, must be distributed to stockholders annually. If we fail to qualify as a REIT and are unable to correct such failure, we would be subject to U.S. federal income tax at regular corporate rates. Additionally, we could remain disqualified as a REIT for four years following the year we first failed to qualify. Even if we qualify for taxation as a REIT, we are subject to certain foreign, state and local taxes on our income and property and U.S. federal income and excise taxes on our undistributed income.
Non-GAAP Financial Measures
Management's discussion and analysis of financial condition and results of operations include certain Non-GAAP financial measures that in management's view of the business are meaningful as they allow investors the ability to understand key operating details of our business that may not always be indicative of recurring annual cash flow of the portfolio. These Non-GAAP financial measures as determined and presented by us may not be comparable to similarly titled measures reported by other companies and include income from property operations and Core Portfolio, FFO, and Normalized FFO.
We believe investors should review Income from property operations and Core Portfolio, FFO, and Normalized FFO, along with GAAP net income and cash flows from operating activities, investing activities and financing activities, when evaluating an equity REIT's operating performance. A discussion of Income from property operations and Core Portfolio, FFO, Normalized FFO and a reconciliation to net income, are included below.
Income from Property Operations and Core Portfolio
We use income from property operations, income from property operations, excluding property management and Core Portfolio income from property operations, excluding property management, as alternative measures to evaluate the operating results of our Properties. Income from property operations represents rental income, membership subscriptions and upgrade sales, utility and other income less property and rental home operating and maintenance expenses, real estate taxes, membership sales and marketing expenses and property management expenses. Income from property operations, excluding property management, represents income from property operations excluding property management expenses. Property management represents the expenses associated with indirect costs such as off-site payroll and certain administrative and professional expenses. We believe exclusion of property management expenses is helpful to investors and analysts as a measure of the operating results of our properties, excluding items that are not directly related to the operation of the properties. For comparative purposes, we present bad debt expense within Insurance and other in the current and prior periods.
48
Management's Discussion and Analysis (continued)
We believe that this Non-GAAP financial measure is helpful to investors and analysts as a measure of the operating results of our properties.
Our Core Portfolio consists of our Properties owned and operated during all of 2023 and 2024. Core Portfolio income from property operations, excluding property management, is useful to investors for annual comparison as it removes the fluctuations associated with acquisitions, dispositions and significant transactions or unique situations. Our Non-Core Portfolio includes all Properties that were not owned and operated during all of 2023 and 2024, including six properties in Florida impacted by Hurricane Ian and two properties in California that were impacted by storm and flooding events.
Funds from Operations (“FFO”) and Normalized Funds from Operations (“Normalized FFO”)
We define FFO as net income, computed in accordance with GAAP, excluding gains or losses from sales of properties, depreciation and amortization related to real estate, impairment charges and adjustments to reflect our share of FFO of unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis. We compute FFO in accordance with our interpretation of standards established by the National Association of Real Estate Investment Trusts (“NAREIT”), which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do.
We believe FFO, as defined by the Board of Governors of NAREIT, is generally a measure of performance for an equity REIT. While FFO is a relevant and widely used measure of operating performance for equity REITs, it does not represent cash flow from operations or net income as defined by GAAP, and it should not be considered as an alternative to these indicators in evaluating liquidity or operating performance.
We define Normalized FFO as FFO excluding non-operating income and expense items, such as gains and losses from early debt extinguishment, including prepayment penalties, defeasance costs, transaction/pursuit costs and other, and other miscellaneous non-comparable items.
We believe that FFO and Normalized FFO are helpful to investors as supplemental measures of the performance of an equity REIT. We believe that by excluding the effect of gains or losses from sales of properties, depreciation and amortization related to real estate and impairment charges, which are based on historical costs and may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. We further believe that Normalized FFO provides useful information to investors, analysts and our management because it allows them to compare our operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences not related to our normal operations. For example, we believe that excluding the early extinguishment of debt and other miscellaneous non-comparable items from FFO allows investors, analysts and our management to assess the sustainability of operating performance in future periods because these costs do not affect the future operations of the properties. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items.
Our definitions and calculations of these Non-GAAP financial and operating measures and other terms may differ from the definitions and methodologies used by other REITs and accordingly, may not be comparable. These Non-GAAP financial and operating measures do not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to net income, determined in accordance with GAAP, as an indication of our financial performance, or to cash flows from operating activities, determined in accordance with GAAP, as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.
The following table reconciles net income available for Common Stockholders to income from property operations for the years ended December 31, 2024, 2023 and 2022:
49
Management's Discussion and Analysis (continued)
  Total Portfolio
(amounts in thousands)
 2024 2023 2022
Computation of Income from Property Operations:
Net income available for Common Stockholders $ 366,998  $ 314,191  $ 284,611 
Redeemable preferred stock dividends 16  16  16 
Income allocated to non-controlling interests – Common OP Units 17,804  15,470  14,198 
Consolidated net income 384,818  329,677  298,825 
Equity in income of unconsolidated joint ventures (6,248) (2,713) (3,363)
Income tax benefit (354) (10,488) — 
(Gain)/Loss on sale of real estate and impairment, net 2,466  3,581  — 
Gross revenues from home sales, brokered resales and ancillary services (117,732) (145,219) (180,179)
Interest income (9,238) (9,037) (7,430)
Income from other investments, net (8,274) (8,703) (8,553)
Property management 78,114  76,170  74,083 
Depreciation and amortization 203,879  203,738  202,362 
Cost of home sales, brokered resales and ancillary services 84,771  107,668  139,012 
Home selling expenses and ancillary operating expenses 27,644  27,453  27,321 
General and administrative 38,483  47,280  44,857 
Casualty-related charges/(recoveries), net (20,950) —  — 
Other expenses 5,533  5,768  8,646 
Other items (6,800) —  — 
Early debt retirement 5,833  68  1,156 
Interest and related amortization 137,710  132,342  116,562 
Income from property operations, excluding property management $ 799,655  $ 757,585  $ 713,299 
Property management $ (78,114) $ (76,170) $ (74,083)
Income from property operations $ 721,541  $ 681,415  $ 639,216 
The following table presents a calculation of FFO available for Common Stock and OP Unitholders and Normalized FFO available for Common Stock and OP Unitholders for the years ended December 31, 2024, 2023 and 2022:
(amounts in thousands) 2024 2023 2022
Computation of FFO and Normalized FFO:
Net income available for Common Stockholders $ 366,998  $ 314,191  $ 284,611 
Income allocated to non-controlling interests – Common OP Units 17,804  15,470  14,198 
Depreciation and amortization 203,879  203,738  202,362 
Depreciation on unconsolidated joint ventures 4,826  4,599  3,886 
(Gain)/Loss on unconsolidated joint ventures —  (416) — 
(Gain)/Loss on sale of real estate and impairment, net 2,466  3,581  — 
FFO available for Common Stock and OP Unit holders 595,973  541,163  505,057 
Deferred income tax benefit (1)
 (354) (10,488) — 
Accelerated vesting of stock-based compensation expense (2)
 —  6,320  — 
Early debt retirement 5,833  68  1,156 
Transaction/pursuit costs and other (3)
 383  458  3,807 
Insurance proceeds due to catastrophic weather events, net (22,101) —  — 
Other items (4)
 (6,800) —  — 
Lease termination expenses (5)
 —  —  3,119 
Normalized FFO available for Common Stock and OP Unit holders $ 572,934  $ 537,521  $ 513,139 
Weighted average Common Shares outstanding—Fully Diluted 196,636  195,429  195,255 
_____________________
(1)Represents the release of the valuation allowance of U.S. federal and state deferred tax assets related to our taxable REIT subsidiaries.
(2)Represents 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.
(3)Represents transaction/pursuit costs related to unconsummated acquisitions included in Other expenses in the Consolidated Statements of Income.
(4)Represents an increase in Other income of $6.8 million related to aged prepaid balances that were determined to no longer be liabilities. See Item 8. Financial Statements and Supplementary Data—Note 2. Summary of Significant Accounting Policies
(5)Represents non-operating expenses associated with the Westwinds ground leases that terminated on August 31, 2022 and is included in General and Administrative expenses in the Consolidated Statement of Income.
50
Management's Discussion and Analysis (continued)
Results of Operations
This section discusses the comparison of our results of operations for the years ended December 31, 2024 and December 31, 2023. Our Core Portfolio could change from time-to-time depending on acquisitions, dispositions and significant transactions or unique situations. Our Core Portfolio consists of our Properties owned and operated during all of 2023 and 2024. Our Non-Core Portfolio includes all Properties that were not owned and operated during all of 2023 and 2024, including six properties in Florida impacted by Hurricane Ian and two properties in California that were impacted by storm and flooding events. For the comparison of our results of operations for the years ended December 31, 2023 and December 31, 2022 and discussion of our operating activities, investing activities and financing activities for these years, refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024.
Income from Property Operations
The following table summarizes certain financial and statistical data for our Core Portfolio and total portfolio:
  Core Portfolio Total Portfolio
(amounts in thousands)
 2024 2023 Variance %
Change		 2024 2023 Variance %
Change
MH base rental income (1)
 $ 709,440  $ 668,505  $ 40,935  6.1  % $ 710,130  $ 669,127  $ 41,003  6.1  %
Rental home income (1)
 13,669  14,581  (912) (6.3) % 13,718  14,626  (908) (6.2) %
RV and marina base rental income (1)
 425,760  413,459  12,301  3.0  % 438,448  425,664  12,784  3.0  %
Annual membership subscriptions 65,549  65,330  219  0.3  % 65,883  65,379  504  0.8  %
Membership upgrades sales (2)
 16,365  14,680  1,685  11.5  % 16,433  14,719  1,714  11.6  %
Utility and other income 129,889  121,193  8,696  7.2  % 144,801  141,178  3,623  2.6  %
Property operating revenues 1,360,672  1,297,748  62,924  4.8  % 1,389,413  1,330,693  58,720  4.4  %
Utilities expense 156,734  152,841  3,893  2.5  % 159,058  155,160  3,898  2.5  %
Payroll 117,465  118,150  (685) (0.6) % 120,204  120,310  (106) (0.1) %
Repairs & maintenance 91,739  92,405  (666) (0.7) % 93,997  94,424  (427) (0.5) %
Insurance and other (1)(3)
 103,150  96,096  7,054  7.3  % 106,801  98,847  7,954  8.0  %
Real estate taxes 80,354  76,477  3,877  5.1  % 81,966  77,993  3,973  5.1  %
Rental home operating and maintenance 5,647  5,390  257  4.8  % 5,669  5,400  269  5.0  %
Membership sales and marketing (4)
 21,995  20,950  1,045  5.0  % 22,063  20,974  1,089  5.2  %
Property operating expenses, excluding property management 577,084  562,309  14,775  2.6  % 589,758  573,108  16,650  2.9  %
Income from property operations, excluding property management (5)
 783,588  735,439  48,149  6.5  % 799,655  757,585  42,070  5.6  %
Property management 78,114  76,172  1,942  2.5  % 78,114  76,170  1,944  2.6  %
Income from property operations (5)
 $ 705,474  $ 659,267  $ 46,207  7.0  % $ 721,541  $ 681,415  $ 40,126  5.9  %
_____________________
(1)    Rental income consists of the following total portfolio income items in this table: 1) MH base rental income, 2) Rental home income, 3) RV and marina base rental income and 4) Utility income, which is calculated by subtracting Other income on the Consolidated Statements of Income and Comprehensive Income from Utility and other income in this table. The difference between the sum of the total portfolio income items and Rental income on the Consolidated Statements of Income and Comprehensive Income is bad debt expense, which is presented in Insurance and other expense in this table.
(2)    Membership upgrade sales revenue is net of deferrals of $15.1 million and $21.0 million for the years ended December 31, 2024 and 2023, respectively.
(3)    Includes bad debt expense for all periods presented.
(4)    Membership sales and marketing expense is net of sales commission deferrals of $2.6 million and $3.2 million for the years ended December 31, 2024 and 2023, respectively.
(5)    See Non-GAAP Financial Measures section of the Management's Discussion and Analysis for definitions and reconciliations of these Non-GAAP measures to Net Income available for Common Stockholders.
Total portfolio income from property operations for 2024 increased $40.1 million, or 5.9%, from 2023, driven by an increase of $46.2 million, or 7.0%, from our Core Portfolio, partially offset by a decrease of $6.1 million from our Non-Core Portfolio. The increase in income from property operations from our Core Portfolio was primarily due to higher property operating revenues, primarily in MH base rental income and RV and marina base rental income, as well as utility and other income, partially offset by an increase in property operating expenses, excluding property management. The decrease in income from property operations from our Non-Core Portfolio was primarily attributed to higher business interruption insurance proceeds received in 2023 related to Hurricane Ian and lower property operating income in 2024.

51
Management's Discussion and Analysis (continued)
Property Operating Revenues
MH base rental income in our Core Portfolio for 2024 increased $40.9 million, or 6.1%, from 2023, which was primarily due to growth from rate increases of 5.9%. The average monthly base rental income per Site in our Core portfolio increased to approximately $858 in 2024 from approximately $810 in 2023. The average occupancy in our Core Portfolio was approximately 94.9% in both 2024 and 2023.
RV and marina base rental income is comprised of the following:
  Core Portfolio Total Portfolio
(amounts in thousands) 2024 2023 Variance % Change 2024 2023 Variance % Change
Annual $ 299,138  $ 280,905  $ 18,233  6.5  % $ 307,958  $ 291,524  $ 16,434  5.6  %
Seasonal 54,686  57,393  (2,707) (4.7) % 56,935  58,535  (1,600) (2.7) %
Transient 71,936  75,161  (3,225) (4.3) % 73,555  75,605  (2,050) (2.7) %
RV and marina base rental income $ 425,760  $ 413,459  $ 12,301  3.0  % $ 438,448  $ 425,664  $ 12,784  3.0  %
Core Annual RV and marina base rental income increased during the year ended December 31, 2024, from the year ended December 31, 2023, primarily in the South and West regions, and was due to growth from rate increases of 8.2% and a decline of 1.7% in occupancy. The decrease in Core Seasonal RV and marina base rental income was due to reduced demand from individuals seeking to work remotely and non-returning Hurricane Ian workers at our Florida properties. The decrease in Core Transient RV and marina base rental income was primarily due to returning competitor supply, weather disruptions and normalized demand following the COVID pandemic.
Utility and other income in our Core Portfolio for 2024 increased $8.7 million, or 7.2%, from 2023. The increase was primarily due to higher utility income of $5.1 million, pass-through income of $2.8 million and insurance proceeds of $1.2 million, partially offset by a decrease in other property income of $0.4 million. Utility income increased mainly due to higher trash and sewer income in all regions. The increase in pass-through income was due to increases in real estate tax pass-throughs to customers in Florida. The increase in insurance proceeds was primarily due to California flood insurance proceeds received in 2024.
Property Operating Expenses
Property operating expenses, excluding property management, in our Core Portfolio for 2024 increased $14.8 million, or 2.6%, from 2023, primarily due to increases in insurance of $4.7 million, utility expenses of $3.9 million, real estate taxes of $3.9 million and bad debt expense of $1.2 million.
52
Management's Discussion and Analysis (continued)
Home Sales and Other
The following table summarizes certain financial and statistical data for our Home Sales and Other Operations:
(amounts in thousands, except home sales volumes) 2024 2023 Variance % Change
Gross revenue from new home sales $ 66,432  $ 88,546  $ (22,114) (25.0) %
Cost of new home sales 57,713  78,427  (20,714) (26.4) %
Gross revenue from used home sales 3,812  3,872  (60) (1.5) %
Cost of used home sales 2,745  4,050  (1,305) (32.2) %
Gross revenue from brokered resales and ancillary services 47,488  52,801  (5,313) (10.1) %
Cost of brokered resales and ancillary services 24,313  25,191  (878) (3.5) %
Home selling and ancillary operating expenses 27,644  27,453  191  0.7  %
Home sales volumes:
New home sales 756  905  (149) (16.5) %
Used home sales 218  313  (95) (30.4) %
Brokered home resales 505  630  (125) (19.8) %
Gross revenue from new home sales decreased $22.1 million and Cost of new home sales decreased $20.7 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a decrease in the number of new homes sold.
Rental Operations
The following table summarizes certain financial and statistical data for our MH Rental Operations:
(amounts in thousands, except rental unit volumes) 2024 2023 Variance % Change
Rental operations revenue (1)
 $ 34,660  $ 38,633  $ (3,973) (10.3) %
Rental home operating and maintenance 5,647  5,390  257  4.8  %
Depreciation on rental homes (2)
 9,732  10,881  (1,149) (10.6) %
Gross investment in new manufactured home rental units $ 213,605  $ 245,130  $ (31,525) (12.9) %
Gross investment in used manufactured home rental units $ 12,201  $ 12,245  $ (44) (0.4) %
Net investment in new manufactured home rental units $ 175,098  $ 203,936  $ (28,838) (14.1) %
Net investment in used manufactured home rental units $ 8,187  $ 7,372  $ 815  11.1  %
Number of occupied rentals – new, end of period 1,716 2,016 (300) (14.9) %
Number of occupied rentals—used, end of period 205 246 (41) (16.7) %
_____________________
(1)Consists of Site rental income and home rental income. Approximately $21.0 million and $24.1 million for the years ended December 31, 2024 and December 31, 2023, respectively, of Site rental income is included in MH base rental income in the Core Portfolio Income from Property Operations table. The remainder of home rental income is included in rental home income in our Core Portfolio Income from Property Operations table.
(2)Presented in Depreciation and amortization in the Consolidated Statements of Income and Comprehensive Income.
Other Income and Expenses
The following table summarizes other income and expenses:
(amounts in thousands, expenses shown as negative) 2024 2023 Variance % Change
Depreciation and amortization $ (203,879) $ (203,738) $ (141) (0.1) %
Interest income 9,238  9,037  201  2.2  %
Income from other investments, net 8,274  8,703  (429) (4.9) %
General and administrative (38,483) (47,280) 8,797  18.6  %
Other expenses (5,533) (5,768) 235  4.1  %
Early debt retirement (5,833) (68) (5,765) (8,477.9) %
Interest and related amortization (137,710) (132,342) (5,368) (4.1) %
Other items 6,800  —  6,800  100.0  %
Total other income and expenses, net $ (367,126) $ (371,456) $ 4,330  1.2  %

53
Management's Discussion and Analysis (continued)
Total other income and expenses, net decreased $4.3 million in 2024 compared to 2023, primarily due to lower General and administrative expenses and higher other items, partially offset by higher early debt retirement costs and interest and related amortization expenses. The decrease in General and administrative expenses was primarily due to accelerated vesting of stock-based compensation expense in 2023. The increase in Other items was due to aged prepaid balances that were determined to no longer be liabilities. The increase in Early debt retirement costs is due to the payment of approximately $5.8 million in swap termination fees and the write off of unamortized loan costs in connection with repayment of our $300 million unsecured term loan in 2024. The increase in Interest and related amortization is due to higher interest rates in 2024 compared to 2023.
Casualty related charges/(recoveries), net
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 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 was identified as business interruption recovery revenue, respectively.
Gain/(Loss) on sale of real estate and impairment, net
Gain/(Loss) on sale of real estate and impairment, net was $1.1 million lower during the year ended December 31, 2024, compared to the year ended December 31, 2023, due to a higher reduction of the carrying value of certain assets, as a result of property damage caused by weather events in 2023.
Equity in income of unconsolidated joint ventures
Equity in income of unconsolidated joint ventures was $3.5 million higher during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a distribution from an unconsolidated joint venture that refinanced a secured loan and distributed proceeds, of which $5.2 million exceeded our basis in the joint venture.
Income tax benefit
Income tax benefit during the year ended December 31, 2024 decreased compared to year ended December 31, 2023, primarily due to the release of the full valuation allowance of $10.5 million related to our taxable REIT subsidiaries deferred tax assets in 2023.
Liquidity and Capital Resources
Liquidity
Our primary demands for liquidity include payment of operating expenses, dividend distributions, debt service, including principal and interest, capital improvements on Properties, home purchases and property acquisitions. We expect similar demand for liquidity will continue for the short-term and long-term. Our primary sources of cash include operating cash flows, proceeds from financings, borrowings under our unsecured Line of Credit (“LOC”) and proceeds from issuance of equity and debt securities.
One of our stated objectives is to maintain financial flexibility. Achieving this objective allows us to take advantage of strategic opportunities that may arise. When investing capital, we consider all potential uses, including returning capital to our stockholders or the conditions under which we may repurchase our stock. These conditions include, but are not limited to, market price, balance sheet flexibility, alternative opportunistic capital uses and capital requirements. We believe effective management of our balance sheet, including maintaining various access points to raise capital, managing future debt maturities and borrowing at competitive rates, enables us to meet this objective. Accessing long-term secured debt continues to be our focus.
Total secured debt encumbered a total of 120 of our Properties as of both December 31, 2024 and December 31, 2023, 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.
54
Management's Discussion and Analysis (continued)
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. Our prior ATM equity offering program, entered into in February 2024 (the “February 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 under our prior ATM equity program for net proceeds of approximately $314.2 million at a share price of $70.00 per Common Share. As of December 31, 2024, the full capacity of our current ATM equity offering program remained available for issuance.
We also utilize interest rate swaps to add stability to our interest expense and to manage our exposure to interest rate movements. 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 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.
We expect to meet our short-term liquidity requirements, including principal payments, capital improvements and dividend distributions for the next twelve months, generally through available cash, net cash provided by operating activities and our LOC. As of December 31, 2024, our LOC had a remaining borrowing capacity of $423.0 million with the option to increase the borrowing capacity by $200.0 million, subject to certain conditions. The LOC bears interest at a rate of Secured Overnight Financing Rate plus 0.10% plus 1.25% to 1.65%, requires an annual facility fee of 0.20% to 0.35%. During the year ended December 31, 2024 we entered into an amendment of our credit agreement. Pursuant to the amendment, the maturity of our date was extended to July 18, 2028 and can be extended for two additional six-month terms, subject to certain conditions.
We expect to meet certain long-term liquidity requirements, such as scheduled debt maturities, property acquisitions and capital improvements, using long-term collateralized and uncollateralized borrowings including the existing LOC and the issuance of debt securities. During the year ended December 31, 2024, we repaid the $300 million Term Loan in conjunction with the sale of shares under the February ATM equity offering program.
For information regarding our debt activities and related borrowing arrangements, see Item 8. Financial Statements and Supplementary Data—Note 9. Borrowing Arrangements.
The following table summarizes our cash flows activity:
  For the years ended December 31,
(amounts in thousands)
 2024 2023 2022
Net cash provided by operating activities $ 596,721  $ 548,005  $ 475,814 
Net cash used in investing activities (217,838) (324,753) (402,067)
Net cash used in financing activities (384,244) (215,662) (174,798)
Net (decrease) increase in cash and restricted cash $ (5,361) $ 7,590  $ (101,051)

Operating Activities
Net cash provided by operating activities increased $48.7 million to $596.7 million for the year ended December 31, 2024, from $548.0 million for the year ended December 31, 2023. The overall increase in net cash provided by operating activities was primarily due to a net increase in manufactured homes, net and accounts payable and other liabilities.
The following table summarizes our purchase and sale activity of manufactured homes:
  For the years ended December 31,
(amounts in thousands)
 2024 2023 2022
Purchase of manufactured homes $ (43,467) $ (106,627) $ (123,522)
Sale of manufactured homes 55,930  74,802  96,103 
Manufactured homes, net $ 12,463  $ (31,825) $ (27,419)
Investing Activities
Net cash used in investing activities decreased $106.9 million to $217.8 million for the year ended December 31, 2024, from $324.8 million for the year ended December 31, 2023. The decrease in net cash used in investing activities was primarily due to decreases in capital improvements of $75.8 million, proceeds from insurance claims, net of $14.4 million, and distributions of capital from unconsolidated joint ventures of $9.8 million.
55
Management's Discussion and Analysis (continued)
Capital improvements
The following table summarizes capital improvements:
  For the years ended December 31,
(amounts in thousands) 2024 2023 2022
Asset preservation (1)
 $ 53,306  $ 58,969  $ 46,406 
Improvements and renovations (2)
 31,127  40,757  34,121 
Property upgrades and development (3)
 135,314  183,174  134,318 
Site development (4)
 13,337  27,005  22,105 
Total property improvements 233,084  309,905  236,950 
Corporate 8,195  7,181  12,327 
Total capital improvements $ 241,279  $ 317,086  $ 249,277 
_____________________
(1)Includes upkeep of property infrastructure including utilities and streets and replacement of community equipment and vehicles.
(2)Includes enhancements to amenities such as buildings, common areas, swimming pools and replacement of furniture and site amenities.
(3)Includes $1.2 million, $3.6 million, $13.7 million of restoration and improvement capital expenditures related to Hurricane Helene, Hurricane Milton, and Hurricane Ian, respectively, for the year ended December 31, 2024.
(4)Includes capital expenditures to improve the infrastructure required to set manufactured homes.
Financing Activities
Net cash used in financing activities increased $168.6 million to $384.2 million for the year ended December 31, 2024, from $215.7 million for the year ended December 31, 2023. The increase in net cash used in financing activities was primarily due to an increase of net debt repayments of $450.6 million and dividend distributions of $25.2 million, partially offset by an increase in proceeds from the issuance of common stock of $317.4 million.
Contractual Obligations
As of December 31, 2024, we were subject to certain contractual payment obligations(1) as described in the following table:
(amounts in thousands)
 Total 2025 2026 2027 2028 2029 Thereafter
Long Term Borrowings (2)
 $ 3,229,703  $ 228,821  $ 66,784  $ 269,481  $ 243,963  $ 335,058  $ 2,085,596 
Interest Expense (3)
 820,087  118,473  115,123  102,513  97,896  84,514  301,568 
LOC Maintenance Fee 3,597  1,014  1,014  1,014  555  —  — 
Ground Leases (4)
 6,577  680  684  689  685  627  3,212 
Office and Other Leases 25,469  4,180  3,957  3,408  3,029  3,042  7,853 
Total Contractual Obligations $ 4,085,433  $ 353,168  $ 187,562  $ 377,105  $ 346,128  $ 423,241  $ 2,398,229 
Weighted average interest rates - Long Term Borrowings 3.82  % 3.88  % 3.88  % 3.80  % 3.80  % 3.71  % 7.52  %
_____________________
(1)We do not include insurance, property taxes and cancellable contracts in the contractual obligations table.
(2)Balances exclude unamortized deferred financing costs of $25.1 million. Balances represent debt maturing and scheduled periodic payments as well as our LOC balance of $77.0 million outstanding as of December 31, 2024, on the Consolidated Balance Sheets.
(3)Amounts include interest expected to be incurred on our secured and unsecured debt based on obligations outstanding as of December 31, 2024.
(4)Amounts represent minimum future rental payments for land under non-cancelable operating leases at certain of our Properties expiring at various years through 2054.
We believe that we will be able to refinance our maturing debt obligations on a secured or unsecured basis; however, to the extent we are unable to refinance our debt as it matures, we believe that we will be able to repay such maturing debt through available cash as well as operating cash flows, asset sales and/or the proceeds from equity issuances. With respect to any refinancing of maturing debt, our future cash flow requirements could be impacted by significant changes in interest rates or other debt terms, including required amortization payments. As of December 31, 2024, approximately 19.1% of our outstanding debt is fully amortizing.

56
Management's Discussion and Analysis (continued)
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures. Actual results could differ from these estimates.
For additional information regarding our significant accounting policies, see Item 8. Financial Statements and Supplementary Data—Note 2. Summary of Significant Accounting Policies.
Impairment of Long-Lived Assets
We review our Properties for impairment whenever events or changes in circumstances indicate that the carrying value of the Property may not be recoverable. The economic performance and value of our real estate investments could be adversely impacted by many factors including factors outside of our control. We consider impairment indicators including, but not limited to, the following:
•national, regional and/or local economic conditions;
•competition from MH and RV communities and other housing options;
•changes in laws and governmental regulations and the related costs of compliance;
•changes in market rental rates or occupancy; and
•physical damage or environmental indicators.
Any adverse changes in these factors could cause an impairment in our assets, including our investment in real estate and development projects in progress.
If an impairment indicator exists related to a long-lived asset, the expected future undiscounted cash flows are compared against the carrying amount of that asset. Forecasting cash flows requires us to make estimates and assumptions on various inputs including, but not limited to, rental revenue and expense growth rates, occupancy, levels of capital expenditure and capitalization rates. 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.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity or capital resources.
Inflation
Substantially all of the leases at our MH communities allow for monthly or annual rent increases which provide us with the ability to increase rent, where justified by the market. Such types of leases generally minimize our risks of inflation. In addition, rental rates for our annual RV and marina Sites are established on an annual basis. Our membership subscriptions generally provide for an annual dues increase, but dues may be frozen under the terms of certain contracts if the customer is over 61 years old. Currently, approximately 21.0% of our dues are frozen.
Some of our costs, including operating and administrative expenses, interest expense and construction costs are subject to inflation. These expenses include but are not limited to property-related contracted services, utilities, repairs and maintenance and insurance and general and administrative costs, including compensation costs.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our primary market risk exposure is interest rate changes at the time we need to obtain new or refinance existing long-term debt that is used to maintain liquidity and fund our operations. Our interest rate risk management objectives are to limit the impact of increasing interest rates on earnings and cash flows. To achieve our objectives, we borrow primarily at fixed rates and in some cases variable rates. With regard to variable rate financing, we assess interest rate cash flow risk by identifying and monitoring changes in interest rate exposure that may adversely impact future cash flows and by evaluating hedging opportunities.
The fair value of our long-term debt obligations is affected by changes in market interest rates, however our scheduled maturities are well laddered from 2025 to 2041, which minimizes the market risk until the debt matures. As of December 31, 2024, we had $87.6 million of secured debt maturing in 2025. In addition, 19.1% of our outstanding debt is fully amortizing, further reducing the risk related to increased interest rates.
57

For each increase in interest rates of 1.0% (or 100 basis points), the fair value of the total outstanding debt would decrease by approximately $264.0 million. For each decrease in interest rates of 1.0% (or 100 basis points), the fair value of the total outstanding debt would increase by approximately $287.9 million. Our secured debt has fixed interest rates so interest expense and cash flows would not be affected by fluctuations in interest rates. The variable rate on our unsecured $200.0 million term loan is fixed through the utilization of an interest rate swap through maturity of the term loan, so interest expense and cash flows would not be affected by fluctuations in interest rates. Our line of credit bears interest at a rate of SOFR plus 0.10% plus 1.25% to 1.65%.





58

FORWARD-LOOKING STATEMENTS
In addition to historical information, this report includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “estimate,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include without limitation, information regarding our expectations, goals or intentions regarding the future and the expected effect of our acquisitions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in a forward-looking statement due to a number of factors, including, but not limited to:
•our ability to control costs and real estate market conditions, our ability to retain customers, the actual use of Sites by customers and our success in acquiring new customers at our Properties (including those that we may acquire);
•our ability to maintain historical or increase future rental rates and occupancy with respect to properties currently owned or that we may acquire;
•our ability to attract and retain customers entering, renewing and upgrading membership subscriptions;
•our assumptions about rental and home sales markets;
•our ability to manage counterparty risk;
•our ability to renew our insurance policies at existing rates and on consistent terms;
•home sales results could be impacted by the ability of potential homebuyers to sell their existing residences as well as by financial, credit and capital markets volatility;
•results from home sales and occupancy will continue to be impacted by local economic conditions, including an adequate supply of homes at reasonable costs, lack of affordable manufactured home financing and competition from alternative housing options including site-built single-family housing;
•impact of government intervention to stabilize site-built single-family housing and not manufactured housing;
•impact of public health crises, such as, highly infectious or contagious diseases, on our business operations, our residents, our customers, our employees and the economy generally;
•effective integration of recent acquisitions and our estimates regarding the future performance of recent acquisitions;
•our ability to execute expansion/development opportunities in the face of changes impacting the supply chain or labor markets;
•the completion of future transactions in their entirety, if any, and timing and effective integration with respect thereto;
•unanticipated costs or unforeseen liabilities associated with recent acquisitions;
•the effect of potential damage from natural disasters, including hurricanes and other weather-related events, which could result in substantial costs to our business;
•our ability to obtain financing or refinance existing debt on favorable terms or at all;
•the effect of inflation and interest rates;
•the effect from any breach of our, or any of our vendors’ data management systems;
•the dilutive effects of issuing additional securities;
•the potential impact of material weaknesses, if any, in our internal control over financial reporting;
•the outcome of pending or future lawsuits or actions brought by or against us, including those disclosed in our filings with the Securities and Exchange Commission; and
•other risks indicated from time to time in our filings with the Securities and Exchange Commission.

For further information on these and other factors that could impact us and the statements contained herein, refer to Part I. Item 1A. Risk Factors herein.
These forward-looking statements are based on management's present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.



59

Item 8. Financial Statements and Supplementary Data
See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), maintains a system of disclosure controls and procedures, designed to provide reasonable assurance that information we are required to disclose in the reports that we file under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that we will detect or uncover failures to disclose material information otherwise required to be set forth in our periodic reports.
Our management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024. Based on that evaluation as of the end of the period covered by this annual report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and our disclosure of information that would potentially be subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder as of December 31, 2024.
Changes in Internal Control Over Financial Reporting
There were no material changes in our internal control over financial reporting during the year ended December 31, 2024.
Report of Management on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on management's assessment, we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control-Integrated Framework” (2013 framework).
The effectiveness of our internal control over financial reporting as of December 31, 2024, has been audited by our independent registered public accounting firm, as stated in its report on page F-4.

Item 9B. Other Information
During the quarter ended December 31, 2024, 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).

60

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
61

PART III
Items 10 and 11. Directors, Executive Officers and Corporate Governance, and Executive Compensation
The information required by Items 10 and 11 will be contained in the Proxy Statement on Schedule 14A for the 2025 Annual Meeting and is therefore incorporated by reference, and thus Items 10 and 11 have been omitted in accordance with General Instruction G(3) to Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance Under Equity Compensation Plans
The following table presents securities authorized for issuance under our equity compensation plans as of December 31, 2024:
Plan Category Number of securities to
be Issued upon Exercise
of Outstanding  Options,
Warrants and Rights
(a)		 Weighted-average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders (1)
 89,435  $ 56.18  — 
Equity compensation plans approved by security holders (2)
 29,855  60.29 3,759,490 
Equity compensation plans not approved by security holders (3)
 N/A N/A 618,661 
Total 119,290  $ 57.21  4,378,151 
_____________________
(1)Represents shares of common stock under our Equity Incentive Plan effective May 13, 2014 (the “2014 Plan”), prior to its termination.
(2)Represents shares of common stock under our Equity Incentive Plan effective April 30, 2024 (the “2024 Plan”).
(3)Represents shares of common stock under our Employee Stock Purchase Plan effective July 1997, as amended and restated in May 2016. Under the Employee Stock Purchase Plan, eligible employees may make contributions which are used to purchase shares of common stock at a purchase price equal to 85% of the lesser of the closing price of a share of common stock on the first or last trading day of the purchase period. Purchases of common stock under the Employee Stock Purchase Plan are made on the first business day of the next month after the close of the purchase period. Under NYSE rules then in effect, stockholder approval was not required for the Employee Stock Purchase Plan because it is a broad-based plan available generally to all employees.
The information required by Item 403 of Regulation S-K “Security Ownership of Certain Beneficial Owners and Management” required by Item 12 will be contained in the Proxy Statement on Schedule 14A for the 2025 Annual Meeting and is therefore incorporated by reference, and thus has been omitted in accordance with General Instruction G(3) to Form 10-K.

Items 13 and 14. Certain Relationships and Related Transactions, and Director Independence, and Principal Accounting Fees and Services
The information required by Items 13 and 14 will be contained in the Proxy Statement on Schedule 14A for the 2025 Annual Meeting and is therefore incorporated by reference, and thus Items 13 and 14 have been omitted in accordance with General Instruction G(3) to Form 10-K.










62

PART IV
Item 15. Exhibits, Financial Statements Schedules

1.Financial Statements
    See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.

2.Financial Statement Schedule
    See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.

3.Exhibits:

In reviewing the agreements included as exhibits to this Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
•have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about us may be found elsewhere in this Form 10-K and our other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
3.1(a)
3.2(b)
3.3(c)
3.4(d)
3.5(e)
3.6(f)
4.1(g)
4.2(u)
10.1(i)
10.2(j)
10.3(k)
10.4(h)
10.5(s)(+)
10.6(l)(+)
10.7(m)(+)
63

10.8(n)(+)
10.9(o)
10.10(o)
10.11(p)
10.12(q)
10.13(r)
10.14(t)(+)
10.15(t)(+)
10.16(*)(+)
10.17(*)(+)
14*
19*
21*
23*
31.1*
31.2*
32.1*
32.2*
97(u)(+)
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)

The following documents are incorporated by reference.

(a)Included as an exhibit to our Report on Form 8-K filed May 22, 2007
(b)Included as an exhibit to our Report on Form 8-K filed November 26, 2013
(c)Included as an exhibit to our Report on Form 8-K filed May 2, 2019
(d)Included as an exhibit to our Report on Form 8-K filed February 25, 2020
(e)Included as an exhibit to our Report on Form 8-K filed May 4, 2020
(f)Included as an exhibit to our Report on Form 8-K filed July 28, 2023
(g)Included as an exhibit to our Report on Form S-3 Registration Statement dated May 6, 2009, file No. 333-159014
(h)Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2020
(i)Included as an exhibit to our Report on Form 10-Q for the quarter ended June 30, 1996
64

(j)Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2005
(k)Included as an exhibit to our Report on Form 8-K filed January 2, 2014
(l)Included as Appendix B to our Definitive Proxy Statement dated March 19, 2024, relating to Annual Meeting of Stockholders held on April 30, 2024
(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
(o)Included as an exhibit to our Report on Form 8-K filed April 23, 2021
(p)        Included as an exhibit to our Report on Form 10-Q/A for the quarter ended March 31, 2023
(q)        Included as an exhibit to our Report on Form 8-K filed on July 23, 2024
(r)        Included as an exhibit to our Report on Form 8-K filed on November 1, 2024
(s)        Included as Appendix B to our Definitive Proxy Statement dated March 24, 2014, relating to Annual Meeting of Stockholders held on May 13, 2014
(t)        Included as an exhibit to our Report on Form 8-K filed May 13, 2014
(u)        Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2023
*        Filed herewith
(+)        Management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary
None.





65

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EQUITY LIFESTYLE PROPERTIES, INC.,
a Maryland corporation
Date: February 24, 2025 By:
/s/    MARGUERITE NADER        
Marguerite Nader
President and Chief Executive Officer
(Principal Executive Officer)
Date: February 24, 2025 By:
/s/    PAUL SEAVEY       
Paul Seavey
Executive Vice President and Chief Financial
Officer
(Principal Financial Officer)
Date: February 24, 2025 By:
/s/    CAROLINE KARP  
Caroline Karp
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
66

Equity LifeStyle Properties, Inc.—Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name    Title   Date
/s/ MARGUERITE NADER
    President, Chief Executive Officer and Director (Principal Executive Officer)   February 24, 2025
Marguerite Nader
/s/ PAUL SEAVEY
 Executive Vice President and Chief Financial Officer (Principal Financial Officer)   February 24, 2025
Paul Seavey
/s/    CAROLINE KARP
 Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)		 February 24, 2025
Caroline Karp
/s/ THOMAS HENEGHAN
 Chairman of the Board   February 24, 2025
Thomas Heneghan
/s/ ANDREW BERKENFIELD
 Director February 24, 2025
Andrew Berkenfield
/s/ DERRICK BURKS
 Director February 24, 2025
Derrick Burks
/s/ PHILIP CALIAN
 Director   February 24, 2025
Philip Calian
/s/ DAVID CONTIS
 Director   February 24, 2025
David Contis
/s/ CONSTANCE FREEDMAN
 Director February 24, 2025
Constance Freedman
/s/ RADHIKA PAPANDREOU
 Director February 24, 2025
Radhika Papandreou
/s/ SCOTT PEPPET
 Director   February 24, 2025
Scott Peppet

67

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
EQUITY LIFESTYLE PROPERTIES, INC.
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023
F-5
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
F-6
Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022
F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
F-9
Notes to Consolidated Financial Statements
F-11
Schedule III—Real Estate and Accumulated Depreciation
S-1
                                
Note that certain schedules have been omitted, as they are not applicable to us.
 
F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Equity LifeStyle Properties, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Equity LifeStyle Properties, Inc. (the Company) as of December 31, 2024 and 2023, 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, 2024, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's 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) and our report dated February 24, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.












F-2

Impairment of Long-Lived Assets
Description of the Matter
At December 31, 2024, the Company’s consolidated net investment in real estate totaled $5.3 billion. As discussed in Note 2 to the consolidated financial statements, the Company’s investment in real estate is reviewed for impairment quarterly or whenever events or changes in circumstances indicate a possible impairment. If an impairment indicator exists related to an investment in real estate that is held and used, the expected future undiscounted cash flows are compared against the carrying amount of that asset. 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 excess, if any, of the carrying amount of the asset over its estimated fair value.

Auditing the Company’s evaluation of impairment of long-lived assets was complex and subjective. The determination of the undiscounted cash flows for properties where impairment indicators have been identified is sensitive to significant assumptions such as forecasted net operating income, and capitalization rates used to estimate the property’s residual value, both of which can be affected by expectations about future market conditions, customer demand, and competition.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the Company’s process for evaluating impairment of long-lived assets, including controls over management’s review of the assumptions described above.

To test the Company’s process for evaluating impairment of long-lived assets, we performed audit procedures that included, among others, assessing the methodology used, evaluating the assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its analyses. We compared the significant assumptions used by the Company to historical operational results, current market data, and real estate industry publications. As part of our procedures, we also evaluated significant variances between the forecasted cash flows and historical actual results and performed sensitivity analyses of significant assumptions to evaluate the
changes in the undiscounted cash flows that would result from changes in the assumptions used by management.


/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1996.
Chicago, Illinois
February 24, 2025






F-3

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Equity LifeStyle Properties, Inc.
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 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, 2024 and 2023, 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, 2024, and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated February 24, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Chicago, Illinois
February 24, 2025

F-4

Equity LifeStyle Properties, Inc.
Consolidated Balance Sheets
(amounts in thousands, except share and per share data)
December 31, 2024 December 31, 2023
Assets
Investment in real estate:
Land $ 2,088,682  $ 2,088,657 
Land improvements 4,582,815  4,380,649 
Buildings and other depreciable property 1,244,193  1,236,985 
7,915,690  7,706,291 
Accumulated depreciation (2,639,538) (2,448,876)
Net investment in real estate 5,276,152  5,257,415 
Cash and restricted cash 24,576  29,937 
Notes receivable, net 50,726  49,937 
Investment in unconsolidated joint ventures 83,772  85,304 
Deferred commission expense 56,516  53,641 
Other assets, net 153,910  137,499 
Total Assets $ 5,645,652  $ 5,613,733 
Liabilities and Equity
Liabilities:
Mortgage notes payable, net $ 2,928,292  $ 2,989,959 
Term loans, net 199,344  497,648 
Unsecured line of credit 77,000  31,000 
Accounts payable and other liabilities 159,225  151,567 
Deferred membership revenue 229,301  218,337 
Accrued interest payable 10,679  12,657 
Rents and other customer payments received in advance and security deposits 122,448  126,451 
Distributions payable 95,577  87,493 
Total Liabilities 3,821,866  4,115,112 
Equity:
Stockholders' Equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized as of December 31, 2024 and December 31, 2023; none issued and outstanding.
—  — 
Common stock, $0.01 par value, 600,000,000 shares authorized as of December 31, 2024 and December 31, 2023; 191,056,527 and 186,426,281 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively.
 1,962  1,917 
Paid-in capital 1,951,430  1,644,319 
Distributions in excess of accumulated earnings (214,979) (223,576)
Accumulated other comprehensive income 2,303  6,061 
Total Stockholders’ Equity 1,740,716  1,428,721 
Non-controlling interests – Common OP Units 83,070  69,900 
Total Equity 1,823,786  1,498,621 
Total Liabilities and Equity $ 5,645,652  $ 5,613,733 
















The accompanying notes are an integral part of the consolidated financial statements.
F-5

Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
(amounts in thousands, except per share data)
Years Ended December 31,
2024 2023 2022
Revenues:
Rental income $ 1,233,252  $ 1,178,959  $ 1,118,601 
Annual membership subscriptions 65,883  65,379  63,215 
Membership upgrade sales 16,433  14,719  12,958 
Other income 75,354  67,407  56,144 
Gross revenues from home sales, brokered resales and ancillary services 117,732  145,219  180,179 
Interest income 9,238  9,037  7,430 
Income from other investments, net 8,274  8,703  8,553 
Total revenues 1,526,166  1,489,423  1,447,080 
Expenses:
Property operating and maintenance 480,438  469,912  443,157 
Real estate taxes 81,966  77,993  74,145 
Membership sales and marketing 22,063  20,974  20,317 
Property management 78,114  76,170  74,083 
Depreciation and amortization 203,879  203,738  202,362 
Cost of home sales, brokered resales and ancillary sales 84,771  107,668  139,012 
Home selling expenses and ancillary operating expenses 27,644  27,453  27,321 
General and administrative 38,483  47,280  44,857 
Casualty-related charges/(recoveries), net (20,950) —  — 
Other expenses 5,533  5,768  8,646 
Early debt retirement 5,833  68  1,156 
Interest and related amortization 137,710  132,342  116,562 
Total expenses 1,145,484  1,169,366  1,151,618 
Income before income taxes and other items 380,682  320,057  295,462 
Gain/(Loss) on sale of real estate and impairment, net (2,466) (3,581) — 
Income tax benefit 354  10,488  — 
Equity in income of unconsolidated joint ventures 6,248  2,713  3,363 
Consolidated net income 384,818  329,677  298,825 
Income allocated to non-controlling interests – Common OP Units (17,804) (15,470) (14,198)
Redeemable perpetual preferred stock dividends (16) (16) (16)
Net income available for Common Stockholders $ 366,998  $ 314,191  $ 284,611 
Consolidated net income $ 384,818  $ 329,677  $ 298,825 
Other comprehensive income (loss):
Adjustment for fair market value of swaps (3,758) (13,058) 15,595 
Consolidated comprehensive income 381,060  316,619  314,420 
Comprehensive income allocated to non-controlling interests – Common OP Units (17,622) (14,862) (15,005)
Redeemable perpetual preferred stock dividends (16) (16) (16)
Comprehensive income attributable to Common Stockholders $ 363,422  $ 301,741  $ 299,399 





















The accompanying notes are an integral part of the consolidated financial statements.
F-6

Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
(amounts in thousands, except per share data)
 
Years Ended December 31,
2024 2023 2022
Earnings per Common Share – Basic $ 1.96  $ 1.69  $ 1.53 
Earnings per Common Share – Fully Diluted $ 1.96  $ 1.69  $ 1.53 
Weighted average Common Shares outstanding – Basic 187,439  186,061  185,780 
Weighted average Common Shares outstanding – Fully Diluted 196,636  195,429  195,255 

 








 
 






































The accompanying notes are an integral part of the consolidated financial statements.
F-7

Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes In Equity
(amounts in thousands)
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, 2021 1,913  1,593,362  —  (183,689) 3,524  71,061  1,486,171 
Exchange of Common OP Units for Common Stock —  312  —  —  —  (312) — 
Issuance of Common Stock through employee stock purchase plan —  2,743  —  —  —  —  2,743 
Issuance of Common Stock 3  28,367  —  —  —  —  28,370 
Compensation expenses related to restricted stock and stock options —  10,537  —  —  —  —  10,537 
Repurchase of Common Stock or Common OP Units —  (3,449) —  —  —  —  (3,449)
Adjustment for Common OP Unitholders in the Operating Partnership —  (2,357) —  —  —  2,357  — 
Adjustment for fair market value of swap —  —  —  —  15,595  —  15,595 
Consolidated net income —  —  16  284,611  —  14,198  298,825 
Distributions —  —  (16) (305,170) —  (15,224) (320,410)
Other —  (897) —  —  —  —  (897)
Balance as of December 31, 2022 1,916  1,628,618  —  (204,248) 19,119  72,080  1,517,485 
Exchange of Common OP Units for Common Stock 1  1,237  —  —  —  (1,238) — 
Issuance of Common Stock through employee stock purchase plan —  1,983  —  —  —  —  1,983 
Compensation expenses related to restricted stock and stock options —  14,711  —  —  —  —  14,711 
Repurchase of Common Stock or Common OP Units —  (1,932) —  —  —  —  (1,932)
Adjustment for Common OP Unitholders in the Operating Partnership —  (20) —  —  —  20  — 
Adjustment for fair market value of swap —  —  —  —  (13,058) —  (13,058)
Consolidated net income —  —  16  314,191  —  15,470  329,677 
Distributions —  —  (16) (333,519) —  (16,432) (349,967)
Other —  (278) —  —  —  —  (278)
Balance as of December 31, 2023 1,917  1,644,319  —  (223,576) 6,061  69,900  1,498,621 
Exchange of Common OP Units for Common Stock —  6  —  —  —  (6) — 
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 
Repurchase of Common Stock or Common OP Units —  (1,908) —  —  —  —  (1,908)
Adjustment for Common OP Unitholders in the Operating Partnership —  (12,761) —  —  —  12,761  — 
Adjustment for fair market value of swap —  —  —  —  (3,758) —  (3,758)
Consolidated net income —  —  16  366,998  —  17,804  384,818 
Distributions —  —  (16) (358,401) —  (17,389) (375,806)
Other —  (4,060) —  —  —  —  (4,060)
Balance as of December 31, 2024 $ 1,962  $ 1,951,430  $ —  $ (214,979) $ 2,303  $ 83,070  $ 1,823,786 
















The accompanying notes are an integral part of the consolidated financial statements.
F-8

Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
Years Ended December 31,
2024 2023 2022
Cash Flows From Operating Activities:
Consolidated net income $ 384,818  $ 329,677  $ 298,825 
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Loss on sale of real estate and impairment, net 2,466  3,581  5,423 
Early debt retirement 5,833  68  1,156 
Depreciation and amortization 209,398  209,101  207,050 
Amortization of loan costs 5,228  4,921  4,839 
Debt premium amortization —  (62) (181)
Equity in income of unconsolidated joint ventures (6,248) (2,713) (3,363)
Distributions of income from unconsolidated joint ventures 1,331  1,328  4,567 
Proceeds from insurance claims, net (26,753) 37,561  (42,001)
Compensation expense related to incentive plans 9,372  17,833  8,760 
Revenue recognized from membership upgrade sales upfront payments (16,433) (14,719) (12,958)
Commission expense recognized related to membership sales 4,577  4,211  4,101 
Deferred income tax benefit (354) (10,488) — 
Changes in assets and liabilities:
Manufactured homes, net 12,463  (31,825) (27,419)
Notes receivable, net (4,591) (4,646) (4,647)
Deferred commission expense (7,452) (7,411) (7,193)
Other assets, net (4,291) (1,362) (3,645)
Accounts payable and other liabilities 212  (25,778) 5,833 
Deferred membership revenue 31,148  35,313  33,946 
Rents and other customer payments received in advance and security deposits (4,003) 3,415  2,721 
Net cash provided by operating activities 596,721  548,005  475,814 
Cash Flows From Investing Activities:
Real estate acquisitions, net (1,334) (9,326) (140,013)
Investment in unconsolidated joint ventures (10,343) (9,275) (26,407)
Distributions of capital from unconsolidated joint ventures 15,415  5,625  17,018 
Proceeds from insurance claims, net 19,703  5,309  (3,388)
Capital improvements (241,279) (317,086) (249,277)
Net cash used in investing activities (217,838) (324,753) (402,067)
Cash Flows From Financing Activities:
Proceeds from stock options and employee stock purchase plan 1,790  1,984  2,743 
Gross proceeds from the issuance of common stock 317,388  —  28,370 
Distributions:
Common Stockholders (350,598) (326,404) (296,147)
Common OP Unitholders (17,117) (16,156) (14,798)
Preferred Stockholders (16) (16) (16)
Share based award tax withholding payments (1,908) (1,932) (3,449)
Principal payments and mortgage debt repayment (64,460) (164,583) (135,781)
Mortgage notes payable financing proceeds —  463,753  200,000 
Term loan proceeds —  —  200,000 
Term loan repayment (300,000) —  — 
Line of credit repayment (543,500) (688,000) (557,000)
Line of credit proceeds 589,500  521,000  406,000 
Debt issuance and defeasance costs (11,268) (5,033) (3,825)
Other (4,055) (275) (895)
Net cash used in financing activities (384,244) (215,662) (174,798)
Net (decrease) increase in cash and restricted cash (5,361) 7,590  (101,051)
Cash and restricted cash, beginning of period 29,937  22,347  123,398 
Cash and restricted cash, end of period $ 24,576  $ 29,937  $ 22,347 




The accompanying notes are an integral part of the consolidated financial statements.
F-9

Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
 
Years Ended December 31,
2024 2023 2022
Supplemental information:
Cash paid for interest, net $ 139,975  $ 130,234  $ 111,871 
Cash paid for the purchase of manufactured homes $ 43,467  $ 106,627  $ 123,522 
Real estate acquisitions:
Investment in real estate $ (1,334) $ (10,057) $ (141,588)
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  901 
Real estate acquisitions, net $ (1,334) $ (9,326) $ (140,013)

























































































The accompanying notes are an integral part of the consolidated financial statements.
F-10

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 1—Organization
Equity LifeStyle Properties, Inc. (“ELS”), 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.
Commencing with our taxable year ended December 31, 1993, we have elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. We believe we have qualified for taxation as a REIT. To maintain our qualification as a REIT, we must meet certain requirements, which are highly technical and complex. If we fail to qualify as a REIT, we could be subject to U.S. federal income tax at regular corporate rates. Additionally, we could remain disqualified as a REIT for four years following the year we first failed to qualify. Even as a REIT, we are subject to certain foreign, state and local taxes on our income and property and U.S. federal income and excise taxes on our undistributed income.
Our Properties are owned primarily by the Operating Partnership and managed internally by affiliates of the Operating Partnership. We are the general partner of the Operating Partnership and own 95.5% as of December 31, 2024. We contributed the proceeds from our various equity offerings, including our initial public offering, to the Operating Partnership. In exchange for these contributions, we received units of common interests in the partnership (“OP Units”) equal to the number of shares of common stock issued in such equity offerings. The limited partners of the Operating Partnership (the “Common OP Unitholders”) receive an allocation of net income that is based on their respective ownership percentage in the Operating Partnership that is presented on the consolidated financial statements as Non-controlling interests—Common OP Units. As of December 31, 2024, the Non-controlling interests—Common OP Units were 9,103,904, which are exchangeable for an equivalent number of shares of our common stock or, at our option, cash. The issuance of additional shares of common stock or OP Units would change the respective ownership of the Operating Partnership for the Common OP Unitholders.
Since we have elected to be taxed as a REIT for U.S. federal income tax purposes, certain activities, if performed by us, may not be qualifying REIT activities under the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, we have formed taxable REIT subsidiaries (each, a “TRS”). Our primary TRS is Realty Systems, Inc. (“RSI”) which, along with owning several properties, is engaged in the business of purchasing, selling and leasing factory-built homes located in Properties owned and managed by us. RSI also offers home sale brokerage services to our residents who may choose to sell their homes rather than relocate them when moving from a Property. Subsidiaries of RSI also operate ancillary activities at certain Properties, such as golf courses, pro shops, stores and restaurants.

F-11

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies
(a)Basis of Presentation
The consolidated financial statements present the results of operations, financial position and cash flows of ELS, its majority-owned and controlled subsidiaries and variable interest entities (“VIEs”) in which ELS is the primary beneficiary. Intercompany balances and transactions have been eliminated.
The Operating Partnership meets the criteria as a VIE, where we are the general partner and controlling owner of approximately 95.5%. 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 the 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.
(b)Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. All property and site counts and acreage amounts are unaudited.
(c)Investment in Real Estate
Investment in real estate is recorded at cost less accumulated depreciation. Direct and indirect costs related to real estate improvement projects are capitalized, including salaries and related benefits of employees who are directly responsible for and spend their time on the execution and supervision of such projects. Land improvements consist primarily of improvements such as grading, landscaping and infrastructure items, such as streets, sidewalks or water mains. Improvements to buildings and other depreciable property include clubhouses, laundry facilities, maintenance storage facilities, rental units and furniture, fixtures and equipment.
For development and expansion projects, we capitalize direct project costs, such as construction, architectural and legal, as well as, indirect project costs such as interest, real estate taxes and salaries and related benefits of employees who are directly involved in the project. Capitalization of these costs begins when the activities and related expenditures commence and cease when the project, or a portion of the project, is substantially complete and ready for its intended use.
Depreciation is computed on a straight-line basis based on the estimated useful lives of the associated real estate assets.
Useful Lives
(in years)
Land and Building Improvements
10-30
Manufactured Homes
10-25
Furniture, Fixture and Equipment 5
In-place leases Expected term
Above and below-market leases Applicable lease term

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.
F-12

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
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. Forecasting cash flows requires us to make estimates and assumptions on various inputs including, but not limited to, rental revenue and expense growth rates, occupancy, levels of capital expenditure and capitalization rates. 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
We account for acquisitions of investments in real estate by assessing each acquisition to determine if it meets the definition of a business or if it qualifies as an asset acquisition. We apply a screen test to evaluate if substantially all the fair value of the acquired property is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. As most of our real estate acquisitions are concentrated in either a single asset or a group of similar identifiable assets, our real estate transactions are generally accounted for as asset acquisitions, which permits the capitalization of transaction costs to the basis of the acquired property.
In estimating the fair values for purposes of allocating the purchase price, we utilize a number of sources, including independent appraisals or internal valuations that may be available in connection with the acquisition or financing of the respective Property and other market data. We also consider information obtained about each Property as a result of our due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired and liabilities assumed.
The following methods and assumptions are used to estimate the fair value of each class of asset acquired and liability assumed:
Land – Market approach based on similar, but not identical, transactions in the market. Adjustments to comparable sales 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.
Manufactured homes – Sales comparison approach based on market prices for similar homes adjusted for differences in age or size.
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. For below-market leases, we also consider remaining initial lease terms plus any renewal periods.
Notes receivable – Income approach based on discounted cash flows comparing contractual cash flows at a market rate adjusted based on particular notes' or note holders' down payment, credit score and delinquency status.
Mortgage notes payable – Income approach based on discounted cash flows comparing contractual cash flows to cash flows of similar debt discounted based on market rates.
(e)Intangibles and Goodwill
We record acquired intangible assets at their estimated fair value separate and apart from goodwill. 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 amounts may not be recoverable.
F-13

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
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. Goodwill is not amortized but is tested for impairment at a level of reporting referred to as a reporting unit on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired.
As of December 31, 2024 and 2023, the gross carrying amount of identified intangible assets and goodwill was $55.6 million, which is reported as a component of other assets, net on the Consolidated Balance Sheets. As of both December 31, 2024 and 2023, this amount was comprised of $38.0 million of identified intangible assets and $17.6 million of goodwill. Accumulated amortization of identified intangibles assets was $16.6 million and $12.2 million as of December 31, 2024 and 2023, respectively. The estimated annual aggregated amortization expense to be recognized over each of the next five years is $3.2 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
As of December 31, 2024 and 2023, restricted cash consisted of $19.0 million and $25.7 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.
(h)    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 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. Borrowing Arrangements and Note 10. Derivative Instruments and Hedging Activities.
F-14

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

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. 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:
December 31,
(amounts in thousands):
 2024 2023
Balance, beginning of year $ 19,475  $ 20,371 
Provision for losses 5,865  4,789 
Write-offs (1,764) (5,685)
Balance, end of year $ 23,576  $ 19,475 

(k)    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 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. 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. 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.
F-15

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
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. We estimate and revisit the probability of achieving the performance targets periodically by updating our forecasts throughout the performance period as necessary.
We also issue stock options by estimating the grant date fair value using the Black-Scholes option-pricing model and recognizing over the vesting period for options that are expected to vest. We estimate forfeitures at the time of grant based on historical experience, updated for changes in facts and circumstances, as appropriate, and in subsequent periods if actual forfeitures differ from those estimates. The expected volatility assumption is calculated based on our historical volatility, which is calculated over a period of time commensurate with the expected term of the options being valued. The risk-free interest rate assumption is based upon the U.S. Treasury yield curve in effect at the time of grant. The dividend yield assumption is based on our expectation of dividend payouts.
(m)    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 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
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. The exchange is treated as a capital transaction, which results in an allocation between stockholders' equity and non-controlling interests to account for the change in the respective percentage ownership of the underlying equity of the Operating Partnership.
Net income is allocated to Common OP Unitholders based on their respective ownership percentage of the Operating Partnership. Such ownership percentage is calculated by dividing the number of OP Units held by the Common OP Unitholders by the total OP Units held by the Common OP Unitholders and the shares of common stock held by the common stockholders. 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
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 paid.
F-16

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
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, 2024 and 2023.
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. 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.
The REIT remains subject to certain foreign, state and local income, excise or franchise taxes; however, they are not material to our operating results or financial position. We do not have unrecognized tax benefit items.
We, or one of our Subsidiaries, file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and Canada. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2020.
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):
2024 2023 2022
Tax status of common stock distributions deemed paid during the year:
Ordinary income $ 1.801  $ 1.649  $ 1.483 
Long-term capital gains —  0.005  — 
Non-dividend distributions 0.109  0.141  0.152 
Distributions declared per common stock outstanding $ 1.910  $ 1.795  $ 1.635 

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): Improvements 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.
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disaggregated disclosure of the nature of expenses included in the income statement into certain required expense categories. This update is effective for annual periods beginning after December 15, 2026, with early adoption being permitted. We are currently evaluating the impact of ASU 2024-03 on our consolidated financial statements.
F-17

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 3—Leases
Lessor
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. MH Sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes. Annual RV and marina Sites are leased on an annual basis to customers who generally have an RV, factory-built cottage, boat or other unit placed on the site, including those Northern properties that are open for the summer season. 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. In addition, customers may lease homes that are located in our communities.
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. 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 
2026 79,298 
2027 50,292 
2028 26,646 
2029 22,032 
Thereafter 45,074 
Total $ 305,583 

Lessee
We lease land under non-cancelable operating leases at 10 Properties expiring at various dates between 2028 and 2054. The majority of the leases have terms requiring fixed payments plus additional rents based on a percentage of gross revenues at those Properties. We also have other operating leases, primarily office space expiring at various dates through 2033. For the years ended December 31, 2024, 2023 and 2022, total operating lease payments were $4.5 million, $6.5 million and $9.3 million, respectively.

The following table presents the operating lease payments for the year ended December 31, 2024, 2023 and 2022:
Years Ended December 31,
(amounts in thousands) 2024 2023 2022
Fixed lease cost:
Ground leases $ 643  $ 671  $ 3,601 
Office and other leases 3,795  3,836  3,739 
Variable lease cost:
Ground leases 59  1,969  1,938 
Total lease cost $ 4,497  $ 6,476  $ 9,278 
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, 2024:
F-18

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 3—Leases (continued)
(amounts in thousands) Ground Leases Office and Other Leases Total
2025 $ 680  $ 4,180  $ 4,860 
2026 684  3,957  4,641 
2027 689  3,408  4,097 
2028 685  3,029  3,714 
2029 627  3,042  3,669 
Thereafter 3,212  7,853  11,065 
Total undiscounted rental payments 6,577  25,469  32,046 
Less imputed interest (1,605) (3,388) (4,993)
Total lease liabilities $ 4,972  $ 22,081  $ 27,053 

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.
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 $23.6 million and $25.7 million, respectively, as of December 31, 2023. The weighted average remaining lease term for our operating leases was eight years, and the weighted average incremental borrowing rate was 3.9% at December 31, 2023.

Note 4—Earnings Per Common Share
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,
(amounts in thousands, except per share data) 2024 2023 2022
Numerators:
Net income available to Common Stockholders—Basic $ 366,998  $ 314,191  $ 284,611 
Amounts allocated to dilutive securities 17,804  15,470  14,198 
Net income available to Common Stockholders—Fully Diluted $ 384,802  $ 329,661  $ 298,809 
Denominator:
Weighted average Common Shares outstanding—Basic 187,439  186,061  185,780 
Effect of dilutive securities:
Exchange of Common OP Units for Common Shares 9,105  9,217  9,289 
Stock options and restricted stock 92  151  186 
Weighted average Common Shares outstanding—Fully Diluted 196,636  195,429  195,255 
Earnings per Common Share—Basic: $ 1.96  $ 1.69  $ 1.53 
Earnings per Common Share—Fully Diluted: $ 1.96  $ 1.69  $ 1.53 
Note 5—Common Stock and Other Equity Related Transactions
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. Prior to establishing our current ATM program, the February ATM had an aggregate offering price of up to $500.0 million.
F-19

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 5—Common Stock and Other Equity Related Transactions (continued)
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,
(amounts in thousands, except share data)
 2024 2023 2022
Shares of common stock sold 4,534,108  —  328,123 
Weighted average price $ 70.00  $ —  $ 84.46 
Total gross proceeds $ 317,387  $ —  $ 28,370 
Commissions paid to sales agents $ 3,174  $ —  $ 389 
There was no ATM activity under the current ATM equity offering program during the year ended December 31, 2024 and as of December 31, 2024, the full capacity of $700.0 million remained available for issuance.
Employee Stock Purchase Plan
On May 10, 2016, we amended and restated the 1997 Non-Qualified Employee Stock Purchase Plan (“ESPP”). 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: (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. Shares of common stock issued through the ESPP for the years ended December 31, 2024, 2023 and 2022, were 25,918, 29,428 and 37,042, respectively. As of December 31, 2024, 618,661 shares remained available to be sold under the ESPP, subject to adjustment by our Board of Directors.
Exchanges
Subject to certain limitations, Common OP Unitholders 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.
Common Stock Activity and Distributions
The following table presents the changes in our outstanding common stock (excluding OP Units of 9,103,904, 9,104,654 and 9,265,565 outstanding at December 31, 2024, 2023 and 2022, respectively):
Years Ended December 31,
2024 2023 2022
Shares outstanding at January 1, 186,426,281  186,120,298  185,640,379 
Common stock issued through the ATM Equity Offering Program and its predecessor 4,534,108  —  328,123 
Common stock issued through exchange of OP Units 750  160,911  40,086 
Common stock issued through restricted stock grants 107,004  143,275  130,600 
Common stock forfeitures (9,780) —  (11,881)
Common stock issued through ESPP and Dividend Reinvestment Plan 26,765  30,205  37,660 
Common stock repurchased and retired (28,601) (28,408) (44,669)
Shares outstanding at December 31, 191,056,527  186,426,281  186,120,298 

During the years ended December 31, 2024, 2023 and 2022, shares of common stock were surrendered to satisfy income tax withholding obligations primarily due to the vesting of restricted stock grants at a weighted average price of $66.72, $68.02 and $77.22 per share, respectively.
As of December 31, 2024, 2023 and 2022, ELS’ percentage ownership of the Operating Partnership was approximately 95.5%, 95.3% and 95.3%, respectively. The remaining approximately 4.5%, 4.7% and 4.7% as of December 31, 2024, 2023 and 2022, respectively, was owned by the Common OP Unitholders.
F-20

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, 2022:  
Distribution Amount Per Share For the Quarter Ended Stockholder Record Date Payment Date
$0.4100 March 31, 2022 March 25, 2022 April 8, 2022
$0.4100 June 30, 2022 June 24, 2022 July 8, 2022
$0.4100 September 30, 2022 September 30, 2022 October 14, 2022
$0.4100 December 31, 2022 December 30, 2022 January 13, 2023
$0.4475 March 31, 2023 March 31, 2023 April 14, 2023
$0.4475 June 30, 2023 June 30, 2023 July 14, 2023
$0.4475 September 30, 2023 September 29, 2023 October 13, 2023
$0.4475 December 31, 2023 December 29, 2023 January 12, 2024
$0.4775 March 31, 2024 March 28, 2024 April 12, 2024
$0.4775 June 30, 2024 June 28, 2024 July 12, 2024
$0.4775 September 30, 2024 September 27, 2024 October 11, 2024
$0.4775 December 31, 2024 December 27, 2024 January 10, 2025
Note 6—Investment in Real Estate
Acquisitions
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.
Fair Value
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)
 2024 2023
Assets acquired
Land $ 25  $ 2,715 
Buildings and other depreciable property 1,309  6,759 
In-place leases (a)
 —  583 
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.




F-21

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

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)
   2024 2023 2024 2023 2022
Meadows Various 1,077  50  % $ 405  $ 534  $ 7,659  $ 2,676  $ 2,458 
Lakeshore Florida 721 
(b)
 3,849  3,387  823  757  683 
Voyager Arizona —  —  %
(c)
 —  —  —  694  43 
ECHO JV Various —  50  % 2,783  2,773  10  (190) 958 
RVC Various 1,489  80  %
(d)
 61,505  62,441  (1,630) (585) (587)
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)
3,770  $ 83,772  $ 85,304  $ 6,248  $ 2,713  $ 3,363 
_____________________ 
(a)The percentages shown approximate our economic interest as of December 31, 2024. 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.
(c)In March of 2023, we sold our 33% interest in the utility plant servicing Voyager RV Resort.
(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. Approximately $7.4 million, $2.3 million and $2.2 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, 2024, 2023 and 2022, respectively.

Note 8—Notes Receivable, net
Notes receivable generally are presented at their outstanding unpaid principal balances, net of any allowances and unamortized discounts or premiums. Interest income is accrued on the unpaid principal balance. 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.

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:
F-22

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
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. 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%. For both the LOC and the $300 million Term Loan, the spread over SOFR is variable based on leverage throughout the respective loan terms. On July 18, 2024, we entered into a Second Amendment to the Third Amended and Restated Credit Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the LOC maturity date was extended to July 18, 2028, and this term can be extended for two additional six-month terms, subject to certain conditions. 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. 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.
F-23

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 9—Borrowing Arrangements (continued)
Future Maturities of Debt
The following table presents the aggregate scheduled payments of principal on long-term borrowings for each of the next five years and thereafter as of December 31, 2024:
(amounts in thousands) Amount
2025 $ 228,821 
2026 66,784 
2027 269,481 
2028 243,963 
2029 335,058 
Thereafter 2,085,596 
Unamortized deferred financing costs (25,052)
Total $ 3,204,651 

As of December 31, 2024, we were in compliance in all material respects with the covenants in our borrowing arrangements.

Note 10—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 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. See Note 9. 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:
F-24

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 10—Derivative Instruments and Hedging Activities (continued)
As of December 31,
(amounts in thousands) Balance Sheet Location 2024 2023
Interest Rate Swaps Other assets, net $ 2,303  $ 6,061 

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 $ (5,877) $ (5,039) $ (19,904) Interest Expense $ (14,022) $ (18,097) $ (4,309)
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. 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,
(amounts in thousands)
 2024 2023
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)
 $ 217,721  $ 206,625 
Deferred commission expense, beginning of year $ 53,641  $ 50,441 
Deferred commission expense 7,452  7,411 
Commission expense recognized (4,577) (4,211)
Net increase in deferred commission expense 2,875  3,200 
Deferred commission expense, end of year $ 56,516  $ 53,641 
_____________________ 
(1)Included in Deferred membership revenue on the Consolidated Balance Sheet.
Note 12—Equity Incentive Awards
Grants Issued Under the 2014 Plan
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 known to all parties.
F-25

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 12—Equity Incentive Awards (continued)
The 15,062 shares of restricted stock subject to 2024 performance goals have a grant date fair value of $1.0 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.
As of December 31, 2024, 3,759,490 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
A summary of our restricted stock activities and related information, is as follows:
Number of Shares Weighted Average Grant Date Fair Value Per Share
Balance at December 31, 2021 314,907  $53.98
Shares granted 130,600  $77.47
Shares forfeited/cancelled (11,881) $33.35
Shares vested (167,244) $48.99
Balance at December 31, 2022 266,382  $69.24
Shares granted 143,275  $56.63
Shares forfeited/cancelled —  $—
Shares vested (228,478) $72.25
Balance at December 31, 2023 181,179  $55.84
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

Compensation expense to be recognized subsequent to December 31, 2024, for restricted stock granted during or prior to 2024 that have not yet vested was $3.5 million, which is expected to be recognized over a weighted average term of 1.6 years.
F-26

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 12—Equity Incentive Awards (continued)
Stock Options
The fair value of stock options granted was estimated on the grant date using the Black-Scholes-Merton model. The following table includes the assumptions made in the valuation:
2024 2023
Dividend Yield 3.1% 2.6%
Risk-Free Interest Rate 4.6% 3.4%
Expected Life 5.8 years 5.6 years
Expected Volatility 28.7% 28.1%
Weighted Average Grant Date Fair Value Per Share $15.28 $16.31
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, 2024, 2023 and 2022. A summary of our stock option activity and related information, is as follows:
Shares Subject To Options Weighted Average
Exercise Price Per Share		 Weighted Average Outstanding Contractual Life (in years) Average Intrinsic Value (in millions)
Balance at December 31, 2021 73,775  $52.52 6.9 $2.6
Options issued 7,210  $79.72
Balance at December 31, 2022 80,985  $54.94 6.2 $1.0
Options issued 8,450  $68.01
Balance at December 31, 2023 89,435  $56.18 5.6 $1.4
Options issued 29,855  $60.29
Balance at December 31, 2024 119,290  $57.21 5.8 $1.3
Exercisable at December 31, 2024 90,993  $56.04 4.7 $1.1

Note 13—Long-Term Cash Incentive Plan
2022 LTIP
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.

Note 14—Savings Plan
We maintain a qualified retirement plan under which eligible employees may defer compensation for income tax purposes under Section 401(k) of the Internal Revenue Code (the “401K Plan”). The 401K Plan permits eligible employees and those of any Subsidiary to defer up to 60.0% of their compensation on a pre-tax basis subject to certain limits. 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.
F-27

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 14—Savings Plan (continued)
Our contribution to the 401K Plan was approximately $3.2 million, $2.8 million and $2.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Note 15—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.
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.
F-28

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 16—Reportable Segments
Operating segments are defined as components of an entity for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”). 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. 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. NOI is defined as total operating revenues less total operating expenses. Segments are assessed before interest income and depreciation and amortization. The CODM regularly uses NOI predominately in comparing current financial performance with past financial performance, identifying business trends, and forecasting future periods in making resource allocation decisions and managing expenses to maximize value for the Company and its shareholders.
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, 2024, 2023 and 2022.
The following tables summarize our segment financial information for the years ended December 31, 2024, 2023 and 2022:
Year Ended December 31, 2024
(amounts in thousands) Property
Operations		 Home Sales
and Rentals
Operations		 Consolidated
Operations revenues $ 1,422,422  $ 86,232  $ 1,508,654 
Operations expenses (701,838) (73,158) (774,996)
NOI 720,584  13,074  733,658 
Reconciliation to consolidated net income:
Depreciation and amortization (203,879)
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)
Interest and related amortization (137,710)
Income tax benefit 354 
Equity in income of unconsolidated joint ventures 6,248 
Early debt retirement (5,833)
Consolidated net income $ 384,818 
Total assets $ 5,402,509  $ 243,143  $ 5,645,652 
Capital improvements $ 227,942  $ 13,337  $ 241,279 
F-29

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 16—Reportable Segments (continued)
Year Ended December 31, 2023
(amounts in thousands) Property
Operations		 Home Sales
and Rentals
Operations		 Consolidated
Operations revenues $ 1,361,792  $ 109,891  $ 1,471,683 
Operations expenses (685,392) (94,778) (780,170)
NOI 676,400  15,113  691,513 
Reconciliation to consolidated net income:
Depreciation and amortization (203,738)
Loss on sale of real estate, net (3,581)
Corporate interest income 9,037 
Income from other investments, net 8,703 
General and administrative (47,280)
Other expenses (5,768)
Interest and related amortization (132,342)
Income tax benefit 10,488 
Equity in income of unconsolidated joint ventures 2,713 
Early debt retirement (68)
Consolidated net income $ 329,677 
Total assets $ 5,342,386  $ 271,347  $ 5,613,733 
Capital improvements $ 290,081  $ 27,005  $ 317,086 

Year Ended December 31, 2022
(amounts in thousands) Property
Operations		 Home Sales
and Rentals
Operations		 Consolidated
Operations revenues $ 1,291,467  $ 139,630  $ 1,431,097 
Operations expenses (656,839) (121,196) (778,035)
NOI 634,628  18,434  653,062 
Reconciliation to consolidated net income:
Depreciation and amortization (202,362)
Interest income 7,430 
Income from other investments, net 8,553 
General and administrative (44,857)
Other expenses (8,646)
Interest and related amortization (116,562)
Equity in income of unconsolidated joint ventures 3,363 
Early debt retirement (1,156)
Consolidated net income $ 298,825 
Total assets $ 5,228,575  $ 263,944  $ 5,492,519 
Capital Improvements $ 227,172  $ 22,105  $ 249,277 
F-30

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 16—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,
(amounts in thousands) 2024 2023 2022
Revenues:
Rental income $ 1,219,534  $ 1,164,333  $ 1,103,357 
Annual membership subscriptions 65,883  65,379  63,215 
Membership upgrade sales 16,433  14,719  12,958 
Other income 75,354  67,407  56,144 
Gross revenues from ancillary services 45,218  49,954  55,793 
Total property operations revenues 1,422,422  1,361,792  1,291,467 
Expenses:
Utility expense 159,058  155,160  147,169 
Payroll 120,204  120,310  117,858 
Repairs & maintenance 93,997  94,424  86,358 
Insurance and other 101,510  94,618  86,379 
Real estate taxes 81,966  77,993  74,145 
Membership sales and marketing 22,063  20,974  20,317 
Cost of ancillary services 23,525  24,192  28,969 
Ancillary operating expenses 21,401  21,551  21,561 
Property management 78,114  76,170  74,083 
Total property operations expenses 701,838  685,392  656,839 
NOI $ 720,584  $ 676,400  $ 634,628 

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,
(amounts in thousands) 2024 2023 2022
Revenues:
Rental income (1)
 $ 13,718  $ 14,626  $ 15,244 
Gross revenue from home sales and brokered resales 72,514  95,265  124,386 
Total revenues 86,232  109,891  139,630 
Expenses:
Cost of home sales and brokered resales 61,246  83,476  110,043 
Home selling expenses 6,243  5,902  5,760 
Rental home operating and maintenance 5,669  5,400  5,393 
Total expenses 73,158  94,778  121,196 
NOI $ 13,074  $ 15,113  $ 18,434 
_____________________
(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
Note 17—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, 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.
F-31

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 17—Subsequent Events (continued)
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.
Dividend
On January 27, 2025, our Board of Directors approved setting the annual dividend rate for 2025 at $2.06 per share of common stock, an increase of $0.15 over the current $1.91 per share of common stock for 2024. Our Board of Directors, in its sole discretion, will determine the amount of each quarterly dividend in advance of payment.
F-32
Schedule III
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)
 Accumulated
Depreciation		 Date of
Acquisition
Properties Held for Long Term
Hidden Cove Arley AL $ —  $ 212  $ 610  $ —  $ 2,162  $ 212  $ 2,772  $ 2,984  $ (822) 2006
Apache East Apache Junction AZ (4,425) 2,236  4,181  —  406  2,236  4,587  6,823  (2,154) 2011
Countryside RV Apache Junction AZ (7,196) 2,056  6,241  —  2,000  2,056  8,241  10,297  (5,690) 2002
Denali Park Apache Junction AZ —  2,394  4,016  —  811  2,394  4,827  7,221  (2,114) 2011
Dolce Vita Apache Junction AZ (40,337) 52,803  37,245  —  9,040  52,803  46,285  99,088  (9,670) 2020
Golden Sun RV Apache Junction AZ (5,113) 1,678  5,049  —  2,028  1,678  7,077  8,755  (4,259) 2002
Meridian RV Resort Apache Junction AZ —  6,445  5,292  —  707  6,445  5,999  12,444  (1,730) 2020
Valley Vista Benson AZ —  115  429  —  455  115  884  999  (347) 2010
Casita Verde Casa Grande AZ —  719  2,179  —  553  719  2,732  3,451  (1,494) 2006
Fiesta Grande Casa Grande AZ —  2,869  8,653  —  2,759  2,869  11,412  14,281  (6,015) 2006
Foothills West Casa Grande AZ —  747  2,261  —  988  747  3,249  3,996  (1,737) 2006
Sunshine Valley Chandler AZ (27,768) 9,139  12,912  —  1,317  9,139  14,229  23,368  (6,507) 2011
Verde Valley Cottonwood AZ —  1,437  3,390  19  8,409  1,456  11,799  13,255  (4,444) 2004
Casa del Sol East II Glendale AZ —  2,103  6,283  —  4,262  2,103  10,545  12,648  (6,619) 1996
Casa del Sol East III Glendale AZ —  2,450  7,452  —  1,803  2,450  9,255  11,705  (7,328) 1998
Palm Shadows Glendale AZ —  1,400  4,218  —  2,286  1,400  6,504  7,904  (5,350) 1993
Hacienda De Valencia Mesa AZ (16,248) 833  2,701  —  6,322  833  9,023  9,856  (6,468) 1984
Mesa Spirit Mesa AZ (12,787) 17,382  25,238  192  1,936  17,574  27,174  44,748  (9,254) 2014
Monte Vista Resort Mesa AZ (59,428) 11,402  34,355  —  40,466  11,402  74,821  86,223  (33,077) 2004
Seyenna Vistas Mesa AZ —  1,360  4,660  (87) 4,296  1,273  8,956  10,229  (7,021) 1994
The Highlands at Brentwood Mesa AZ (10,154) 1,997  6,024  —  2,894  1,997  8,918  10,915  (7,665) 1993
ViewPoint RV & Golf Resort Mesa AZ (139,697) 24,890  56,340  15  30,305  24,905  86,645  111,550  (49,009) 2004
Apollo Village Peoria AZ —  932  3,219  —  2,145  932  5,364  6,296  (4,476) 1994
Casa del Sol West Peoria AZ —  2,215  6,467  —  3,568  2,215  10,035  12,250  (6,635) 1996
Carefree Manor Phoenix AZ —  706  3,040  —  1,494  706  4,534  5,240  (3,451) 1998
Central Park Phoenix AZ (8,540) 1,612  3,784  —  2,757  1,612  6,541  8,153  (5,180) 1983
Desert Skies Phoenix AZ (3,816) 792  3,126  —  1,330  792  4,456  5,248  (3,459) 1998
Sunrise Heights Phoenix AZ (4,675) 1,000  3,016  —  2,514  1,000  5,530  6,530  (4,255) 1994
Whispering Palms Phoenix AZ —  670  2,141  —  731  670  2,872  3,542  (2,273) 1998
Desert Vista Salome AZ —  66  268  —  536  66  804  870  (323) 2010
Sedona Shadows Sedona AZ —  1,096  3,431  —  4,904  1,096  8,335  9,431  (4,542) 1997
Venture In Show Low AZ (8,697) 2,050  6,188  —  1,371  2,050  7,559  9,609  (4,291) 2006
Paradise Sun City AZ (36,186) 6,414  19,263  11  4,720  6,425  23,983  30,408  (15,632) 2004
The Meadows AZ Tempe AZ (13,606) 2,613  7,887  —  5,588  2,613  13,475  16,088  (10,947) 1994
S-1
Schedule III
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)
 Accumulated
Depreciation		 Date of
Acquisition
Fairview Manor Tucson AZ —  1,674  4,708  —  3,422  1,674  8,130  9,804  (6,008) 1998
The Crossing at Voyager (2)
 Tucson AZ —  6,148  —  —  12,659  6,148  12,659  18,807  (456) 2020
Voyager Tucson AZ (37,440) 13,133  63,886  —  3,510  13,133  67,396  80,529  (15,788) 2021
Westpark Wickenburg AZ (15,926) 4,495  10,517  —  5,873  4,495  16,390  20,885  (6,061) 2011
Araby Acres Yuma AZ —  1,440  4,345  —  1,678  1,440  6,023  7,463  (3,706) 2003
Cactus Gardens Yuma AZ (5,459) 1,992  5,984  —  1,009  1,992  6,993  8,985  (4,444) 2004
Capri Yuma AZ —  1,595  4,774  —  845  1,595  5,619  7,214  (3,191) 2006
Desert Paradise Yuma AZ —  666  2,011  —  632  666  2,643  3,309  (1,663) 2004
Foothill Village Yuma AZ —  459  1,402  —  981  459  2,383  2,842  (1,243) 2003
Mesa Verde RV Yuma AZ (3,787) 1,387  4,148  —  1,286  1,387  5,434  6,821  (2,938) 2007
Suni Sands Yuma AZ —  1,249  3,759  —  977  1,249  4,736  5,985  (3,001) 2004
Cultus Lake Lindell Beach BC —  410  968  6  722  416  1,690  2,106  (1,222) 2004
Soledad Canyon Acton CA —  2,933  6,917  39  22,517  2,972  29,434  32,406  (8,933) 2004
Los Ranchos Apple Valley CA —  8,336  15,774  —  8,579  8,336  24,353  32,689  (8,391) 2011
Monte del Lago Castroville CA (39,385) 3,150  9,469  —  7,796  3,150  17,265  20,415  (11,474) 1997
Date Palm Country Club Cathedral City CA —  —  18,179  —  13,107  —  31,286  31,286  (24,706) 1994
Palm Springs Oasis RV Resort Cathedral City CA —  —  216  —  1,533  —  1,749  1,749  (690) 1994
Colony Park Ceres CA (7,601) 890  2,837  —  2,078  890  4,915  5,805  (3,446) 1998
Russian River Cloverdale CA —  368  868  5  1,439  373  2,307  2,680  (908) 2004
Oakzanita Springs Descanso CA —  396  934  5  3,957  401  4,891  5,292  (1,748) 2004
Rancho Mesa El Cajon CA (16,416) 2,130  6,389  —  3,192  2,130  9,581  11,711  (6,641) 1998
Rancho Valley El Cajon CA (21,049) 685  1,902  —  4,374  685  6,276  6,961  (3,264) 1983
Snowflower Emigrant Gap CA —  308  727  4  2,387  312  3,114  3,426  (1,378) 2004
Four Seasons Fresno CA —  756  2,348  —  4,560  756  6,908  7,664  (3,121) 1997
Yosemite Lakes Groveland CA —  2,045  4,823  27  11,863  2,072  16,686  18,758  (6,058) 2004
Royal Holiday Hemet CA —  778  2,643  —  8,778  778  11,421  12,199  (4,653) 1999
Idyllwild Idyllwild-Pine Cove CA —  313  737  4  3,334  317  4,071  4,388  (1,562) 2004
Pio Pico Jamul CA —  2,626  6,194  35  9,329  2,661  15,523  18,184  (6,625) 2004
Tahoe Valley Lake Tahoe CA —  —  5,428  —  2,462  —  7,890  7,890  (4,871) 2004
Sea Oaks Los Osos CA —  871  2,703  —  2,399  871  5,102  5,973  (3,161) 1997
Ponderosa Resort Lotus CA —  900  2,100  —  2,477  900  4,577  5,477  (2,264) 2006
Turtle Beach Manteca CA —  268  633  4  1,888  272  2,521  2,793  (888) 2004
Marina Dunes RV Resort Marina CA —  20,379  8,204  —  1,005  20,379  9,209  29,588  (1,385) 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
S-2
Schedule III
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)
 Accumulated
Depreciation		 Date of
Acquisition
Morgan Hill Morgan Hill CA —  1,856  4,378  980  9,616  2,836  13,994  16,830  (4,854) 2004
Lake Minden Nicolaus CA —  961  2,267  13  2,575  974  4,842  5,816  (2,573) 2004
Pacific Dunes Ranch Oceana CA —  1,940  5,632  —  4,166  1,940  9,798  11,738  (4,697) 2004
Oceanside RV Oceanside CA —  27,781  16,596  —  2,172  27,781  18,768  46,549  (3,194) 2022
Lake of the Springs Oregon House CA —  1,062  2,504  14  3,974  1,076  6,478  7,554  (2,837) 2004
Concord Cascade Pacheco CA (23,835) 985  3,016  —  6,183  985  9,199  10,184  (5,189) 1983
San Francisco RV Pacifica CA —  1,660  4,973  —  4,086  1,660  9,059  10,719  (5,587) 2005
San Benito Paicines CA —  1,411  3,328  19  10,157  1,430  13,485  14,915  (3,929) 2004
Palm Springs Palm Desert CA —  1,811  4,271  24  4,526  1,835  8,797  10,632  (4,058) 2004
Las Palmas Estates Rialto CA —  1,295  3,866  —  1,447  1,295  5,313  6,608  (3,199) 2004
Parque La Quinta Rialto CA —  1,799  5,450  —  2,595  1,799  8,045  9,844  (4,272) 2004
Quail Meadows Riverbank CA —  1,155  3,469  —  1,336  1,155  4,805  5,960  (3,686) 1998
California Hawaiian San Jose CA (28,904) 5,825  17,755  —  8,444  5,825  26,199  32,024  (19,567) 1997
Sunshadow San Jose CA —  12,334  5,707  8  1,880  12,342  7,587  19,929  (5,843) 1997
Village of the Four Seasons San Jose CA (16,793) 5,229  15,714  —  2,906  5,229  18,620  23,849  (11,724) 2004
Laguna Lake San Luis Obispo CA (18,776) 2,845  6,520  —  4,530  2,845  11,050  13,895  (6,915) 1998
Contempo Marin San Rafael CA (33,796) 4,787  16,379  —  6,741  4,787  23,120  27,907  (19,594) 1994
Rancho Oso Santa Barbara CA —  860  2,029  12  9,967  872  11,996  12,868  (2,753) 2004
De Anza Santa Cruz Santa Cruz CA (46,165) 2,103  7,201  —  8,489  2,103  15,690  17,793  (9,944) 1994
Meadowbrook Santee CA (19,320) 4,345  12,528  —  7,285  4,345  19,813  24,158  (13,249) 1998
Santa Cruz Ranch Scotts Valley CA —  1,595  3,937  —  1,926  1,595  5,863  7,458  (2,652) 2007
Lamplighter Village Spring Valley CA (35,984) 633  2,201  —  4,685  633  6,886  7,519  (3,706) 1983
Santiago Estates Sylmar CA (19,388) 3,562  10,767  —  5,750  3,562  16,517  20,079  (11,381) 1998
Royal Oaks Visalia CA —  602  1,921  —  3,405  602  5,326  5,928  (2,675) 1997
Pilot Knob RV Resort Winterhaven CA —  581  1,151  —  968  581  2,119  2,700  (481) 2022
Hillcrest Village CO Aurora CO (35,107) 1,912  5,202  289  10,466  2,201  15,668  17,869  (9,033) 1983
Cimarron Village Broomfield CO (29,892) 863  2,790  —  2,501  863  5,291  6,154  (3,848) 1983
Holiday Village CO Colorado Springs CO (19,752) 567  1,759  —  3,955  567  5,714  6,281  (3,277) 1983
Bear Creek Village Denver CO (5,109) 1,100  3,359  —  1,638  1,100  4,997  6,097  (3,530) 1998
Holiday Hills Village Denver CO (64,129) 2,159  7,780  —  21,357  2,159  29,137  31,296  (13,405) 1983
Golden Terrace Golden CO —  826  2,415  —  11,126  826  13,541  14,367  (4,316) 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
S-3
Schedule III
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)
 Accumulated
Depreciation		 Date of
Acquisition
Woodland Hills Thornton CO (36,759) 1,928  4,408  —  5,120  1,928  9,528  11,456  (7,470) 1994
Stonegate Manor North Windham CT —  6,011  12,336  —  735  6,011  13,071  19,082  (6,240) 2011
Waterford Estates Bear DE (35,669) 5,250  16,202  —  4,322  5,250  20,524  25,774  (11,079) 1996
McNicol Place Lewes DE —  562  1,710  —  357  562  2,067  2,629  (1,684) 1998
Whispering Pines Lewes DE —  1,536  4,609  —  2,884  1,536  7,493  9,029  (6,096) 1988
Mariner's Cove Millsboro DE (17,004) 990  2,971  —  14,598  990  17,569  18,559  (8,541) 1987
Sweetbriar Millsboro DE —  498  1,527  —  1,149  498  2,676  3,174  (1,922) 1998
Aspen Meadows Rehoboth DE (12,668) 1,148  3,460  —  1,192  1,148  4,652  5,800  (3,634) 1998
Camelot Meadows Rehoboth DE —  527  2,058  1,251  5,231  1,778  7,289  9,067  (5,735) 1998
Riverside RV Resort Arcadia FL —  8,400  11,905  11,085  5,516  19,485  17,421  36,906  (6,838) 2016
Toby’s RV Resort Arcadia FL —  1,093  3,280  —  1,274  1,093  4,554  5,647  (2,663) 2003
Aventura Marina Aventura FL —  813  811  —  7  813  818  1,631  (188) 2019
Hi-Lift Marina Aventura FL —  21,444  4,178  —  2,018  21,444  6,196  27,640  (1,358) 2021
Sunshine Key Big Pine Key FL —  5,273  15,822  —  18,253  5,273  34,075  39,348  (15,952) 2004
Windmill Manor Bradenton FL (9,035) 2,153  6,125  —  2,996  2,153  9,121  11,274  (7,027) 1998
Winter Quarters Manatee Bradenton FL —  2,300  6,903  —  2,612  2,300  9,515  11,815  (5,633) 2004
Clover Leaf Farms Brooksville FL (29,591) 13,684  24,106  —  16,041  13,684  40,147  53,831  (13,371) 2011
Clover Leaf Forest Brooksville FL —  1,092  2,178  —  1,128  1,092  3,306  4,398  (1,203) 2011
Resort at Tranquility Lake Cape Coral FL —  12,572  —  44  38,652  12,616  38,652  51,268  (2,573) 2020
Palm Harbour Marina Cape Haze FL —  13,228  6,310  —  (451) 13,228  5,859  19,087  (1,068) 2021
Glen Ellen Clearwater FL —  619  1,882  —  751  619  2,633  3,252  (1,639) 2002
Hillcrest FL Clearwater FL —  1,278  3,928  —  4,111  1,278  8,039  9,317  (4,815) 1998
Holiday Ranch Clearwater FL —  925  2,866  —  822  925  3,688  4,613  (2,998) 1998
Serendipity Clearwater FL (15,656) 18,944  11,782  —  2,461  18,944  14,243  33,187  (5,836) 2018
Shady Lane Oaks Clearwater FL —  4,984  8,482  —  1,040  4,984  9,522  14,506  (4,434) 2011
Shady Lane Village Clearwater FL —  3,102  5,480  —  692  3,102  6,172  9,274  (2,874) 2011
Silk Oak Lodge Clearwater FL —  1,649  5,028  —  1,013  1,649  6,041  7,690  (3,978) 2002
Clerbrook Golf & RV Resort Clermont FL —  3,883  11,700  —  5,614  3,883  17,314  21,197  (8,900) 2006
Lake Magic Clermont FL —  1,595  4,793  —  2,659  1,595  7,452  9,047  (4,141) 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
S-4
Schedule III
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)
 Accumulated
Depreciation		 Date of
Acquisition
Carriage Cove Daytona Beach FL (13,688) 2,914  8,682  —  4,561  2,914  13,243  16,157  (9,263) 1998
Daytona Beach Marina Daytona Beach FL —  1,962  9,034  —  795  1,962  9,829  11,791  (2,075) 2019
Lake Haven Dunedin FL (11,601) 1,135  4,047  —  4,831  1,135  8,878  10,013  (6,817) 1983
Marker 1 Marina Dunedin FL —  21,685  15,758  —  1,593  21,685  17,351  39,036  (3,755) 2020
Coquina Crossing Elkton FL (24,002) 5,274  5,545  —  31,033  5,274  36,578  41,852  (17,656) 1999
Colony Cove Ellenton FL (82,610) 28,660  92,457  38,094  43,364  66,754  135,821  202,575  (52,296) 2011
Ridgewood Estates Ellenton FL (24,843) 8,769  8,791  —  1,541  8,769  10,332  19,101  (4,625) 2011
Haselton Village Eustis FL —  3,800  8,955  —  1,501  3,800  10,456  14,256  (4,596) 2011
Southern Palms RV Eustis FL —  2,169  5,884  —  7,134  2,169  13,018  15,187  (8,288) 1998
Bulow Plantation Flagler Beach FL —  3,637  949  —  7,866  3,637  8,815  12,452  (6,370) 1994
Bulow RV Flagler Beach FL —  —  228  —  2,896  —  3,124  3,124  (1,415) 1994
Carefree Cove Fort Lauderdale FL —  1,741  5,170  —  1,651  1,741  6,821  8,562  (4,078) 2004
Everglades Lakes Fort Lauderdale FL —  53,850  18,797  —  3,786  53,850  22,583  76,433  (5,949) 2018
Park City West Fort Lauderdale FL (25,467) 4,184  12,561  —  2,406  4,184  14,967  19,151  (9,529) 2004
Sunshine Holiday MH Fort Lauderdale FL (16,374) 3,099  9,286  —  3,141  3,099  12,427  15,526  (7,266) 2004
Crystal Lakes-Fort Myers Fort Myers FL —  1,047  —  1,754  1,554  2,801  1,554  4,355  (180) 2018
Fish Tale Marina Fort Myers FL —  24,027  5,555  —  2,066  24,027  7,621  31,648  (1,009) 2021
Fort Myers Beach Fort Myers FL —  1,188  3,548  849  9,920  2,037  13,468  15,505  (3,527) 2004
Gulf Air Fort Myers Beach FL —  1,609  4,746  —  9,478  1,609  14,224  15,833  (4,127) 2004
Lakeside Terrace Fruitland Park FL —  3,275  7,165  —  1,014  3,275  8,179  11,454  (3,736) 2011
Grand Island Resort Grand Island FL —  1,723  5,208  125  7,909  1,848  13,117  14,965  (7,665) 2001
Holiday Travel Park Holiday FL —  9,240  13,284  —  2,568  9,240  15,852  25,092  (6,682) 2018
Hollywood Marina Hollywood FL —  14,638  4,065  —  1,274  14,638  5,339  19,977  (1,224) 2019
South Miami Marina Homestead FL —  —  13,144  —  471  —  13,615  13,615  (2,937) 2019
Barrington Hills Hudson FL (5,912) 1,145  3,437  —  3,036  1,145  6,473  7,618  (3,112) 2004
Jupiter Marina Jupiter FL —  5,090  4,842  —  1,522  5,090  6,364  11,454  (1,846) 2019
Sherwood Forest - MHP Kissimmee FL —  4,852  14,596  —  14,137  4,852  28,733  33,585  (18,260) 1998
Sherwood Forest RV Kissimmee FL —  2,870  3,621  568  5,619  3,438  9,240  12,678  (5,866) 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
S-5
Schedule III
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)
 Accumulated
Depreciation		 Date of
Acquisition
Lantana Marina Lantana FL —  8,276  5,108  —  (59) 8,276  5,049  13,325  (1,545) 2019
Maralago Cay Lantana FL (35,826) 5,325  15,420  —  8,144  5,325  23,564  28,889  (18,371) 1997
South Lantana Marina Lantana FL —  2,345  1,894  —  585  2,345  2,479  4,824  (798) 2019
Down Yonder Largo FL —  2,652  7,981  —  2,628  2,652  10,609  13,261  (6,701) 1998
East Bay Oaks Largo FL (7,728) 1,240  3,322  —  2,430  1,240  5,752  6,992  (4,472) 1983
Eldorado Village Largo FL (5,165) 778  2,341  —  2,399  778  4,740  5,518  (3,389) 1983
Paradise Park - Largo Largo FL (4,994) 3,523  4,026  —  823  3,523  4,849  8,372  (2,113) 2017
Shangri-La Mobile Home Park Largo FL —  1,722  5,200  —  599  1,722  5,799  7,521  (3,840) 2004
Vacation Village Largo FL (5,471) 1,315  3,946  —  1,245  1,315  5,191  6,506  (3,209) 2004
Whispering Pines - Largo Largo FL —  8,218  14,054  —  2,297  8,218  16,351  24,569  (7,284) 2011
Coachwood Colony Leesburg FL —  1,602  4,822  —  1,878  1,602  6,700  8,302  (3,899) 2004
Mid-Florida Lakes Leesburg FL (54,998) 5,997  20,635  —  18,785  5,997  39,420  45,417  (29,343) 1994
Fiesta Key Long Key FL —  16,611  7,338  —  20,147  16,611  27,485  44,096  (6,821) 2013
Winter Quarters Pasco Lutz FL (7,907) 1,494  4,484  —  2,892  1,494  7,376  8,870  (3,868) 2004
Coral Cay Plantation Margate FL (87,512) 5,890  20,211  —  11,839  5,890  32,050  37,940  (26,716) 1994
Lakewood Village Melbourne FL —  1,862  5,627  —  3,836  1,862  9,463  11,325  (7,306) 1994
Miami Everglades Miami FL —  5,362  6,238  —  3,725  5,362  9,963  15,325  (3,893) 2015
Southernaire Mt. Dora FL —  796  2,395  —  708  796  3,103  3,899  (1,866) 2004
Country Place (2)
 New Port Richey FL (15,614) 663  —  18  8,955  681  8,955  9,636  (7,301) 1986
Hacienda Village New Port Richey FL (13,542) 4,297  13,088  —  5,427  4,297  18,515  22,812  (11,635) 2002
Harbor View Mobile Manor New Port Richey FL (14,835) 4,030  12,146  —  6,617  4,030  18,763  22,793  (9,830) 2002
Bay Lake Estates Nokomis FL (9,343) 990  3,390  —  3,765  990  7,155  8,145  (4,957) 1994
Lake Village Nokomis FL (12,790) 15,850  18,099  10,408  4,950  26,258  23,049  49,307  (9,231) 2011
Royal Coachman Nokomis FL —  5,321  15,978  —  2,820  5,321  18,798  24,119  (12,345) 2004
Buccaneer Estates North Fort Myers FL —  4,207  14,410  —  32,216  4,207  46,626  50,833  (18,573) 1994
Island Vista Estates North Fort Myers FL —  5,004  15,066  —  8,421  5,004  23,487  28,491  (10,735) 2006
Lake Fairways North Fort Myers FL (31,295) 6,075  18,134  35  6,043  6,110  24,177  30,287  (20,878) 1994
Pine Lakes North Fort Myers FL (58,036) 6,306  14,579  24,941  12,154  31,247  26,733  57,980  (21,818) 1994
Pioneer Village North Fort Myers FL (15,873) 4,116  12,353  —  5,775  4,116  18,128  22,244  (10,411) 2004
Sunseekers RV Resort North Fort Myers FL —  4,224  2,299  —  2,696  4,224  4,995  9,219  (1,974) 2018
The Heritage North Fort Myers FL —  1,438  4,371  346  7,618  1,784  11,989  13,773  (8,308) 1993
Windmill Village - N. Ft. Myers North Fort Myers FL —  1,417  5,440  —  6,421  1,417  11,861  13,278  (7,921) 1983
Foxwood Farms Ocala FL —  3,853  7,967  —  3,309  3,853  11,276  15,129  (4,672) 2011
Oak Bend Ocala FL —  850  2,572  —  13,521  850  16,093  16,943  (4,716) 1993
Villas at Spanish Oaks Ocala FL —  2,250  6,922  —  4,982  2,250  11,904  14,154  (8,667) 1993
S-6
Schedule III
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)
 Accumulated
Depreciation		 Date of
Acquisition
Silver Dollar Golf & Trap Club Resort Odessa FL —  4,107  12,431  7,158  5,842  11,265  18,273  29,538  (10,814) 2004
Okeechobee RV Resort Okeechobee FL —  14,897  27,337  —  3,683  14,897  31,020  45,917  (8,700) 2021
Audubon Village - Florida Orlando FL —  4,622  7,200  —  1,263  4,622  8,463  13,085  (3,805) 2011
Hidden Valley Orlando FL (24,844) 11,398  12,861  —  1,962  11,398  14,823  26,221  (6,674) 2011
Starlight Ranch Orlando FL (27,019) 13,543  20,388  —  8,662  13,543  29,050  42,593  (11,392) 2011
Holiday Village, Ormond Beach Ormond Beach FL —  2,610  7,837  —  3,644  2,610  11,481  14,091  (6,522) 2002
Sunshine Holiday-Daytona North Ormond Beach FL —  2,001  6,004  —  2,479  2,001  8,483  10,484  (5,006) 2004
Palm Beach Gardens Marina Palm Beach FL —  15,734  4,938  —  338  15,734  5,276  21,010  (1,408) 2019
The Meadows, FL Palm Beach Gardens FL (40,982) 3,229  9,870  —  8,044  3,229  17,914  21,143  (12,126) 1999
Terra Ceia Palmetto FL —  965  2,905  1,833  16,872  2,798  19,777  22,575  (3,413) 2004
Lakes at Countrywood Plant City FL —  2,377  7,085  —  5,784  2,377  12,869  15,246  (7,484) 2001
Meadows at Countrywood Plant City FL —  4,514  13,175  75  16,145  4,589  29,320  33,909  (18,980) 1998
Oaks at Countrywood Plant City FL —  846  2,513  (75) 2,498  771  5,011  5,782  (3,266) 1998
Breezy Hill Pompano Beach FL (25,800) 5,424  16,555  —  4,164  5,424  20,719  26,143  (14,025) 2002
Hidden Harbour Marina Pompano Beach FL —  26,116  12,513  —  1,280  26,116  13,793  39,909  (2,303) 2021
Highland Wood Travel Park Pompano Beach FL —  1,043  3,130  42  1,030  1,085  4,160  5,245  (2,673) 2002
Inlet Harbor Marina Ponce Inlet FL —  11,858  5,485  —  1,621  11,858  7,106  18,964  (1,225) 2021
Harbor Lakes Port Charlotte FL (15,655) 3,384  10,154  —  3,739  3,384  13,893  17,277  (7,941) 2004
Lighthouse Pointe at Daytona Beach Port Orange FL —  2,446  7,483  23  5,462  2,469  12,945  15,414  (8,366) 1998
Pickwick Village Port Orange FL (14,373) 2,803  8,870  —  7,782  2,803  16,652  19,455  (9,709) 1998
Rose Bay Port Orange FL —  3,866  3,528  —  1,010  3,866  4,538  8,404  (2,962) 2016
Emerald Lake Punta Gorda FL (3,577) 3,598  5,197  —  2,058  3,598  7,255  10,853  (2,836) 2011
Gulf View Punta Gorda FL —  717  2,158  —  2,490  717  4,648  5,365  (2,524) 2004
Tropical Palms MH Punta Gorda FL —  2,365  7,286  —  4,734  2,365  12,020  14,385  (5,771) 2006
Kingswood Riverview FL —  9,094  8,365  —  1,918  9,094  10,283  19,377  (3,451) 2018
Palm Lake Riviera Beach FL (17,029) 56,323  27,418  —  14,385  56,323  41,803  98,126  (9,995) 2018
Riviera Beach Marina Riviera Beach FL —  15,725  12,966  —  3,178  15,725  16,144  31,869  (4,472) 2019
Indian Oaks Rockledge FL —  1,089  3,376  —  1,946  1,089  5,322  6,411  (3,959) 1998
Space Coast Rockledge FL —  2,413  3,716  —  2,822  2,413  6,538  8,951  (1,904) 2014
Covington Estates Saint Cloud FL (8,086) 3,319  7,253  —  821  3,319  8,074  11,393  (3,696) 2011
Winds of St. Armands North Sarasota FL (21,126) 1,523  5,063  20  5,025  1,543  10,088  11,631  (7,843) 1983
Winds of St. Armands South Sarasota FL (13,777) 1,106  3,162  4,018  11,013  5,124  14,175  19,299  (5,192) 1983
Topics RV Resort Spring Hill FL (3,429) 844  2,568  —  1,546  844  4,114  4,958  (2,333) 2004
Pine Island St. James City FL —  1,678  5,044  —  11,411  1,678  16,455  18,133  (4,030) 2007
S-7
Schedule III
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)
 Accumulated
Depreciation		 Date of
Acquisition
St. Pete Marina St. Petersburg FL —  12,591  19,066  —  863  12,591  19,929  32,520  (5,194) 2019
Riverwatch Marina Stuart FL —  19,994  8,910  —  560  19,994  9,470  29,464  (1,568) 2021
Carefree Village Tampa FL (26,887) 6,799  10,421  —  2,018  6,799  12,439  19,238  (5,596) 2011
Tarpon Glen Tarpon Springs FL —  2,678  4,016  —  1,530  2,678  5,546  8,224  (2,272) 2011
Featherock Valrico FL —  11,369  22,770  —  2,979  11,369  25,749  37,118  (11,356) 2011
Bay Indies Venice FL (188,876) 10,483  31,559  10  17,109  10,493  48,668  59,161  (37,104) 1994
Ramblers Rest RV Resort Venice FL (30,126) 4,646  14,201  —  17,960  4,646  32,161  36,807  (12,901) 2006
Countryside at Vero Beach Vero Beach FL (57,430) 3,711  11,133  —  10,046  3,711  21,179  24,890  (15,702) 1998
Heritage Plantation Vero Beach FL —  2,403  7,259  —  5,809  2,403  13,068  15,471  (9,427) 1994
Heron Cay Vero Beach FL (23,866) 14,368  23,792  —  3,297  14,368  27,089  41,457  (12,218) 2011
Holiday Village, Florida Vero Beach FL —  350  1,374  —  258  350  1,632  1,982  (1,408) 1998
Sunshine Travel-Vero Beach Vero Beach FL —  1,603  4,813  —  5,737  1,603  10,550  12,153  (4,178) 2004
Vero Beach Marina Vero Beach FL —  3,644  5,519  —  2,294  3,644  7,813  11,457  (1,592) 2019
Vero Palm Estates Vero Beach FL (9,584) 6,697  9,025  —  2,126  6,697  11,151  17,848  (4,860) 2011
Village Green Vero Beach FL (57,097) 15,901  25,175  518  5,394  16,419  30,569  46,988  (13,394) 2011
Peace River Wauchula FL —  900  2,100  25  5,417  925  7,517  8,442  (2,351) 2006
Palm Beach Colony West Palm Beach FL (9,037) 5,930  10,113  8  1,470  5,938  11,583  17,521  (5,313) 2011
Parkwood Communities Wildwood FL —  6,990  15,115  —  2,264  6,990  17,379  24,369  (7,979) 2011
Three Flags Wildwood FL —  228  684  —  1,082  228  1,766  1,994  (854) 2006
Winter Garden Winter Garden FL —  2,321  6,962  —  2,731  2,321  9,693  12,014  (4,655) 2007
Crystal Lake Zephyrhills Zephyrhills FL —  3,767  6,834  194  15,558  3,961  22,392  26,353  (5,851) 2011
Forest Lake Estates MH Zephyrhills FL (16,117) 40,716  33,918  1,194  8,734  41,910  42,652  84,562  (18,365) 2016
Forest Lake Village RV Zephyrhills FL —  —  537  —  907  —  1,444  1,444  (361) 2016
Sixth Avenue Zephyrhills FL —  837  2,518  —  962  837  3,480  4,317  (1,888) 2004
Coach Royale Boise ID —  465  1,685  —  455  465  2,140  2,605  (928) 2011
Maple Grove Boise ID —  1,358  5,151  —  1,577  1,358  6,728  8,086  (2,826) 2011
Shenandoah Estates Boise ID (8,242) 1,287  7,603  —  754  1,287  8,357  9,644  (3,737) 2011
West Meadow Estates Boise ID (6,550) 1,371  6,770  —  819  1,371  7,589  8,960  (3,358) 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
Pheasant Lake Estates Beecher IL (35,974) 12,764  42,183  872  6,011  13,636  48,194  61,830  (17,786) 2013
Pine Country Belvidere IL —  53  166  —  3,187  53  3,353  3,406  (928) 2006
Willow Lake Estates Elgin IL (34,849) 6,138  21,033  —  23,699  6,138  44,732  50,870  (28,034) 1994
Golf Vista Estates Monee IL (29,897) 2,842  4,719  1  14,856  2,843  19,575  22,418  (10,790) 1997
Indian Lakes Batesville IN —  450  1,061  6  18,739  456  19,800  20,256  (4,268) 2004
Horseshoe Lakes Clinton IN —  155  365  2  2,301  157  2,666  2,823  (797) 2004
S-8
Schedule III
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)
 Accumulated
Depreciation		 Date of
Acquisition
Twin Mills RV Howe IN —  1,399  4,186  —  1,258  1,399  5,444  6,843  (3,017) 2006
Lakeside RV New Carlisle IN —  426  1,281  —  899  426  2,180  2,606  (1,038) 2004
Dale Hollow State Park Marina Burkesville KY —  —  7,399  —  944  —  8,343  8,343  (1,564) 2021
Diamond Caverns Park City KY —  530  1,512  (3) 1,135  527  2,647  3,174  (1,369) 2006
Gateway to Cape Cod Rochester MA —  91  288  —  1,487  91  1,775  1,866  (523) 2006
Hillcrest MA Rockland MA —  2,034  3,182  —  773  2,034  3,955  5,989  (1,661) 2011
The Glen Rockland MA —  940  1,680  —  75  940  1,755  2,695  (835) 2011
Old Chatham South Dennis MA (5,597) 1,760  5,293  —  5,617  1,760  10,910  12,670  (4,118) 2005
Sturbridge Sturbridge MA —  110  347  —  1,404  110  1,751  1,861  (649) 2006
Fernwood Capitol Heights MD (9,871) 6,556  11,674  —  1,946  6,556  13,620  20,176  (6,080) 2011
Williams Estates/Peppermint Woods Middle River MD —  22,774  42,575  —  2,374  22,774  44,949  67,723  (21,085) 2011
Mt. Desert Narrows Bar Harbor ME —  1,037  3,127  —  1,222  1,037  4,349  5,386  (2,138) 2007
Patten Pond Ellsworth ME —  267  802  —  552  267  1,354  1,621  (663) 2007
Pinehirst Old Orchard Beach ME (10,817) 1,942  5,827  —  3,095  1,942  8,922  10,864  (4,876) 2005
Narrows Too Trenton ME —  1,451  4,408  —  1,640  1,451  6,048  7,499  (2,777) 2007
Moody Beach Wells ME —  93  292  —  6,065  93  6,357  6,450  (1,378) 2006
Bear Cave Buchanan MI —  176  516  —  1,046  176  1,562  1,738  (647) 2006
St Clair St. Clair MI —  453  1,068  6  1,646  459  2,714  3,173  (1,224) 2004
Cedar Knolls Apple Valley MN (29,690) 10,021  14,357  —  2,637  10,021  16,994  27,015  (7,744) 2011
Cimarron Park Lake Elmo MN —  11,097  23,132  —  7,469  11,097  30,601  41,698  (12,462) 2011
Rockford Riverview Estates Rockford MN —  2,959  8,882  —  1,855  2,959  10,737  13,696  (4,723) 2011
Rosemount Woods Rosemount MN —  4,314  8,932  —  4,942  4,314  13,874  18,188  (5,009) 2011
Boathouse Marina Beaufort NC —  6,610  13,217  —  2,350  6,610  15,567  22,177  (2,396) 2021
Forest Lake Advance NC —  986  2,325  13  11,455  999  13,780  14,779  (3,241) 2004
Scenic Asheville NC —  1,183  3,511  —  3,008  1,183  6,519  7,702  (2,631) 2006
Waterway RV Cedar Point NC (4,178) 2,392  7,185  —  1,504  2,392  8,689  11,081  (5,481) 2004
Twin Lakes Chocowinity NC —  1,709  3,361  —  3,465  1,709  6,826  8,535  (3,255) 2004
Holiday Trav-L-Park Resort Emerald Isle NC —  17,212  33,520  —  512  17,212  34,032  51,244  (5,952) 2022
Topsail Sound RV Holly Ridge NC —  3,414  5,898  —  7,500  3,414  13,398  16,812  (1,729) 2020
Green Mountain Lenoir NC —  1,037  3,075  —  3,162  1,037  6,237  7,274  (2,847) 2006
Lake Gaston Littleton NC —  130  409  —  3,111  130  3,520  3,650  (990) 2006
Lake Myers RV Mocksville NC —  1,504  4,587  —  2,681  1,504  7,268  8,772  (3,400) 2006
Bogue Pines Newport NC —  1,476  2,592  —  266  1,476  2,858  4,334  (1,073) 2015
Goose Creek Newport NC (11,631) 4,612  13,848  750  3,610  5,362  17,458  22,820  (11,146) 2004
Whispering Pines - NC Newport NC —  3,096  5,081  1  609  3,097  5,690  8,787  (2,047) 2015
S-9
Schedule III
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)
 Accumulated
Depreciation		 Date of
Acquisition
Harbor Point RV Sneads Ferry NC —  4,633  7,777  —  424  4,633  8,201  12,834  (1,865) 2020
White Oak Shores Stella NC —  5,089  15,416  2,269  22,721  7,358  38,137  45,495  (6,423) 2019
Buena Vista Fargo ND —  4,563  14,949  —  2,240  4,563  17,189  21,752  (7,681) 2011
Meadow Park Fargo ND —  943  2,907  —  494  943  3,401  4,344  (1,556) 2011
Sandy Beach Contoocook NH —  1,755  5,265  —  460  1,755  5,725  7,480  (3,619) 2005
Pine Acres Raymond NH —  3,096  2,102  —  1,347  3,096  3,449  6,545  (1,301) 2014
Tuxbury Resort South Hampton NH —  3,557  3,910  —  2,019  3,557  5,929  9,486  (2,905) 2007
King Nummy Cape May Court House NJ —  4,027  3,584  —  895  4,027  4,479  8,506  (2,749) 2018
Acorn Campground Green Creek NJ —  3,707  4,642  —  1,314  3,707  5,956  9,663  (3,325) 2020
Whippoorwill RV Marmon NJ —  4,201  17,589  —  310  4,201  17,899  22,100  (3,534) 2022
Mays Landing Resort Mays Landing NJ —  536  289  —  3,257  536  3,546  4,082  (632) 2014
Echo Farms Ocean View NJ —  2,840  3,045  —  2,362  2,840  5,407  8,247  (1,866) 2014
Lake and Shore Ocean View NJ —  378  1,192  —  3,409  378  4,601  4,979  (2,145) 2006
Pine Haven Ocean View NJ —  15,586  47,165  —  1,103  15,586  48,268  63,854  (11,488) 2021
Red Oak Shores Campground Ocean View NJ —  2,193  6,759  —  775  2,193  7,534  9,727  (1,439) 2023
Chestnut Lake Port Republic NJ —  337  796  5  2,529  342  3,325  3,667  (1,252) 2004
Sea Pines Swainton NJ —  198  625  —  4,807  198  5,432  5,630  (1,859) 2006
Pine Ridge at Crestwood Whiting NJ (57,008) 17,367  33,127  —  10,373  17,367  43,500  60,867  (17,651) 2011
Mountain View - NV Henderson NV (33,128) 16,665  25,915  —  1,749  16,665  27,664  44,329  (12,757) 2011
Bonanza Village Las Vegas NV —  908  2,643  (1) 3,318  907  5,961  6,868  (4,255) 1983
Boulder Cascade Las Vegas NV —  2,995  9,020  —  6,046  2,995  15,066  18,061  (10,361) 1998
Cabana Las Vegas NV —  2,648  7,989  —  2,028  2,648  10,017  12,665  (8,853) 1994
Flamingo West Las Vegas NV —  1,730  5,266  —  2,498  1,730  7,764  9,494  (6,803) 1994
Las Vegas Las Vegas NV —  1,049  2,473  14  3,221  1,063  5,694  6,757  (2,435) 2004
Villa Borega Las Vegas NV —  2,896  8,774  —  2,464  2,896  11,238  14,134  (9,120) 1997
Rondout Valley Accord NY —  1,115  3,240  —  5,540  1,115  8,780  9,895  (2,935) 2006
Alpine Lake RV Resort Corinth NY —  4,783  14,125  153  4,761  4,936  18,886  23,822  (10,678) 2005
Lake George Escape Lake George NY —  3,562  10,708  —  13,765  3,562  24,473  28,035  (10,526) 2005
The Woodlands Lockport NY (39,353) 12,183  39,687  6  10,984  12,189  50,671  62,860  (20,664) 2011
Greenwood Village Manorville NY —  3,667  9,414  484  8,475  4,151  17,889  22,040  (12,791) 1998
Brennan Beach Pulaski NY —  7,325  21,141  —  11,306  7,325  32,447  39,772  (17,218) 2005
Lake George Schroon Valley Warrensburg NY —  540  1,626  —  602  540  2,228  2,768  (1,182) 2008
Kenisee Lake Jefferson OH —  295  696  4  697  299  1,393  1,692  (764) 2004
Bay Point Marina Marblehead OH —  8,575  17,037  —  2,486  8,575  19,523  28,098  (3,420) 2021
S-10
Schedule III
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)
 Accumulated
Depreciation		 Date of
Acquisition
Wilmington Wilmington OH —  235  555  3  1,529  238  2,084  2,322  (817) 2004
Bend Bend OR —  733  1,729  10  6,717  743  8,446  9,189  (2,379) 2004
Shadowbrook Clackamas OR —  1,197  3,693  —  2,113  1,197  5,806  7,003  (3,982) 1997
Pacific City Cloverdale OR —  1,076  2,539  15  9,553  1,091  12,092  13,183  (3,379) 2004
Falcon Wood Village Eugene OR (14,136) 1,112  3,426  —  2,156  1,112  5,582  6,694  (3,735) 1997
Portland Fairview Fairview OR (19,091) 7,330  10,278  —  1,591  7,330  11,869  19,199  (5,345) 2016
Quail Hollow Fairview OR —  —  3,249  —  1,263  —  4,512  4,512  (3,566) 1997
South Jetty Florence OR —  678  1,598  9  3,504  687  5,102  5,789  (1,953) 2004
Seaside Seaside OR —  891  2,101  12  2,699  903  4,800  5,703  (2,255) 2004
Whalers Rest South Beach OR —  754  1,777  10  2,420  764  4,197  4,961  (1,917) 2004
Hope Valley Turner OR —  7,373  14,517  —  1,041  7,373  15,558  22,931  (2,923) 2021
Mt. Hood Village Welches OR —  1,817  5,733  —  15,635  1,817  21,368  23,185  (7,409) 2002
Greenbriar Village Bath PA —  8,359  16,941  —  1,791  8,359  18,732  27,091  (8,331) 2011
Sun Valley Bowmansville PA —  866  2,601  —  2,450  866  5,051  5,917  (1,939) 2009
Green Acres Breinigsville PA (33,001) 2,680  7,479  —  7,962  2,680  15,441  18,121  (11,430) 1988
Gettysburg Farm Dover PA —  111  350  —  1,464  111  1,814  1,925  (676) 2006
Timothy Lake North East Stroudsburg PA —  296  933  —  1,114  296  2,047  2,343  (955) 2006
Timothy Lake South East Stroudsburg PA —  206  649  —  571  206  1,220  1,426  (591) 2006
Drummer Boy Gettysburg PA —  1,884  20,342  —  1,527  1,884  21,869  23,753  (7,279) 2019
Round Top Gettysburg PA —  1,214  11,355  —  1,358  1,214  12,713  13,927  (6,122) 2019
Circle M Lancaster PA —  330  1,041  —  4,651  330  5,692  6,022  (1,774) 2006
Hershey Lebanon PA —  1,284  3,028  17  3,073  1,301  6,101  7,402  (3,287) 2004
Robin Hill Lenhartsville PA —  1,263  3,786  —  1,125  1,263  4,911  6,174  (2,379) 2009
PA Dutch County Manheim PA —  88  278  —  1,369  88  1,647  1,735  (454) 2006
Spring Gulch New Holland PA —  1,593  4,795  —  1,855  1,593  6,650  8,243  (4,060) 2004
Lil Wolf Orefield PA —  5,627  13,593  —  4,891  5,627  18,484  24,111  (7,474) 2011
Scotrun Scotrun PA —  153  483  —  1,811  153  2,294  2,447  (673) 2006
Appalachian RV Shartlesville PA —  1,666  5,044  —  1,274  1,666  6,318  7,984  (3,600) 2006
Mountain View - PA Walnutport PA —  3,207  7,182  —  1,593  3,207  8,775  11,982  (3,722) 2011
Timber Creek Westerly RI —  12,618  8,489  —  2,307  12,618  10,796  23,414  (6,525) 2018
Carolina Landing Fair Play SC —  457  1,078  6  3,369  463  4,447  4,910  (1,265) 2004
Inlet Oaks Village Murrells Inlet SC —  1,546  4,642  —  682  1,546  5,324  6,870  (3,085) 2006
Carolina Shores RV Myrtle Beach SC —  82,318  35,628  —  2,426  82,318  38,054  120,372  (10,244) 2021
Rivers Edge Marina North Charleston SC —  20,305  6,405  —  231  20,305  6,636  26,941  (1,356) 2021
The Oaks Yemassee SC —  267  810  —  498  267  1,308  1,575  (666) 2006
S-11
Schedule III
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)
 Accumulated
Depreciation		 Date of
Acquisition
Natchez Trace Hohenwald TN —  533  1,257  7  4,468  540  5,725  6,265  (1,861) 2004
Cherokee Landing Saulsbury TN —  118  279  2  360  120  639  759  (332) 2004
Alamo Palms Alamo TX (3,426) 1,562  7,924  —  1,851  1,562  9,775  11,337  (4,003) 2012
Bay Landing Bridgeport TX —  438  1,033  6  3,717  444  4,750  5,194  (1,577) 2004
Colorado River Columbus TX —  466  1,099  6  7,127  472  8,226  8,698  (1,833) 2004
Victoria Palms Donna TX (6,130) 2,849  12,305  —  8,604  2,849  20,909  23,758  (7,771) 2012
Lake Texoma Gordonville TX —  488  1,151  6  11,579  494  12,730  13,224  (2,864) 2004
Lakewood Harlingen TX —  325  979  —  1,416  325  2,395  2,720  (1,051) 2004
Paradise Park Harlingen TX —  1,568  4,705  —  3,225  1,568  7,930  9,498  (4,126) 2004
Sunshine RV Resort Harlingen TX —  1,494  4,484  —  3,541  1,494  8,025  9,519  (4,269) 2004
Tropic Winds Harlingen TX —  1,221  3,809  —  1,846  1,221  5,655  6,876  (3,488) 2002
Medina Lake Lakehills TX —  936  2,208  13  3,700  949  5,908  6,857  (2,654) 2004
Paradise South Mercedes TX —  448  1,345  —  1,876  448  3,221  3,669  (1,380) 2004
Lake Conroe KOA Montgomery TX —  2,699  8,430  (3) 797  2,696  9,227  11,923  (1,418) 2021
Lake Tawakoni Point TX —  35  2,320  —  2,370  35  4,690  4,725  (2,208) 2004
Fun N Sun RV San Benito TX —  2,533  5,560  412  9,140  2,945  14,700  17,645  (10,469) 1998
Country Sunshine Weslaco TX —  627  1,881  —  2,282  627  4,163  4,790  (2,178) 2004
Leisure World Weslaco TX —  957  2,575  —  1,160  957  3,735  4,692  (1,917) 2020
Southern Comfort Weslaco TX (3,560) 1,108  3,323  —  1,364  1,108  4,687  5,795  (2,792) 2004
Trails End RV Weslaco TX —  1,115  4,086  —  954  1,115  5,040  6,155  (2,617) 2020
Lake Whitney Whitney TX —  679  1,602  10  3,031  689  4,633  5,322  (2,009) 2004
Lake Conroe Willis TX —  1,363  3,214  18  24,317  1,381  27,531  28,912  (7,544) 2004
Westwood Village Farr West UT —  1,346  4,179  —  3,351  1,346  7,530  8,876  (5,552) 1997
St George Hurricane UT —  64  264  2  1,805  66  2,069  2,135  (568) 2010
All Seasons Salt Lake City UT —  510  1,623  —  1,197  510  2,820  3,330  (1,988) 1997
Meadows of Chantilly Chantilly VA (34,947) 5,430  16,440  —  9,548  5,430  25,988  31,418  (21,887) 1994
Harbor View Colonial Beach VA —  64  202  —  1,223  64  1,425  1,489  (575) 2006
Lynchburg Gladys VA —  266  627  3  1,205  269  1,832  2,101  (774) 2004
Chesapeake Bay Gloucester VA —  1,230  2,900  16  9,109  1,246  12,009  13,255  (3,924) 2004
Bayport Development Jamaica VA —  4,942  —  3,279  3,549  8,221  3,549  11,770  (293) 2020
Virginia Landing Quinby VA —  602  1,419  8  645  610  2,064  2,674  (1,247) 2004
Grey's Point Camp Topping VA (18,111) 33,492  17,104  —  5,684  33,492  22,788  56,280  (9,712) 2017
Bethpage Camp Resort Urbanna VA (30,226) 45,415  38,149  —  27,762  45,415  65,911  111,326  (19,245) 2017
Williamsburg Williamsburg VA —  111  350  —  1,885  111  2,235  2,346  (635) 2006
Regency Lakes Winchester VA (45,534) 9,757  19,055  —  2,731  9,757  21,786  31,543  (9,938) 2011
S-12
Schedule III
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)
 Accumulated
Depreciation		 Date of
Acquisition
Birch Bay Blaine WA —  502  1,185  7  1,481  509  2,666  3,175  (1,206) 2004
Mount Vernon Bow WA —  621  1,464  8  3,645  629  5,109  5,738  (2,120) 2004
Chehalis Chehalis WA —  590  1,392  8  5,062  598  6,454  7,052  (2,198) 2004
Grandy Creek Concrete WA —  475  1,425  —  1,715  475  3,140  3,615  (1,228) 2008
Tall Chief Fall City WA —  314  946  —  2,319  314  3,265  3,579  (1,085) 2010
Kloshe Illahee Federal Way WA (15,862) 2,408  7,286  —  3,128  2,408  10,414  12,822  (7,389) 1997
La Conner La Conner WA —  —  2,016  —  3,501  —  5,517  5,517  (2,891) 2004
Leavenworth Leavenworth WA —  786  1,853  10  3,440  796  5,293  6,089  (2,067) 2004
Thunderbird Resort Monroe WA —  500  1,178  6  3,416  506  4,594  5,100  (1,315) 2004
Little Diamond Newport WA —  353  834  5  1,547  358  2,381  2,739  (1,210) 2004
Oceana Oceana City WA —  283  668  4  945  287  1,613  1,900  (704) 2004
Crescent Bar Quincy WA —  314  741  4  1,428  318  2,169  2,487  (943) 2004
Long Beach Seaview WA —  321  758  5  2,778  326  3,536  3,862  (950) 2004
Paradise RV Silver Creek WA —  466  1,099  6  5,053  472  6,152  6,624  (1,550) 2004
Rainbow Lake Manor Bristol WI —  4,474  16,594  —  5,192  4,474  21,786  26,260  (7,617) 2013
Fremont Jellystone Park Campground Fremont WI —  1,437  4,296  —  1,974  1,437  6,270  7,707  (3,747) 2004
Yukon Trails Lyndon Station WI —  556  1,629  —  1,141  556  2,770  3,326  (1,397) 2004
Blackhawk Camping Resort Milton WI —  1,789  7,613  —  3,778  1,789  11,391  13,180  (3,638) 2014
Lakeland Milton WI —  3,159  13,830  —  2,777  3,159  16,607  19,766  (5,856) 2014
Westwood Estates Pleasant Prairie WI (19,702) 5,382  19,732  —  3,148  5,382  22,880  28,262  (8,793) 2013
Plymouth Rock Plymouth WI —  2,293  6,879  —  2,449  2,293  9,328  11,621  (4,401) 2009
Tranquil Timbers Sturgeon Bay WI —  714  2,152  —  1,291  714  3,443  4,157  (1,795) 2006
Lake of the Woods RV Wautoma WI —  1,333  2,238  —  566  1,333  2,804  4,137  (2,029) 2019
Neshonoc Lakeside West Salem WI —  1,106  4,861  (1) 889  1,105  5,750  6,855  (2,176) 2013
Arrowhead Wisconsin Dells WI —  522  1,616  1  1,362  523  2,978  3,501  (1,459) 2006
Subtotal of Properties Held for Long Term (2,928,292) 1,970,254  3,368,825  115,382  2,047,335  2,085,636  5,416,160  7,501,796  (2,517,039)
Realty Systems, Inc. —  —  —  —  337,479  —  337,479  337,479  (78,430) 2002
Management business and other —  3,447  578  (401) 72,791  3,046  73,369  76,415  (44,069)
$ (2,928,292) $ 1,973,701  $ 3,369,403  $ 114,981  $ 2,457,605  $ 2,088,682  $ 5,827,008  $ 7,915,690  $ (2,639,538)
_____________________
(1)The schedule excludes Properties in which we have a non-controlling joint venture interest and account for using the equity method of accounting.
(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.
S-13
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
The following table presents the changes in gross investment in real estate:
(amounts in thousands) 2024 2023 2022
Balance, beginning of year $ 7,706,291  $ 7,369,561  $ 6,989,064 
Acquisitions 1,334  10,057  141,588 
Improvements 237,215  311,287  249,277 
Manufactured homes, net (26,685) 17,578  14,539 
Dispositions and other (2,465) (2,192) (24,907)
Balance, end of year $ 7,915,690  $ 7,706,291  $ 7,369,561 

The following table presents the changes in accumulated depreciation related to investment in real estate:
(amounts in thousands) 2024 2023 2022
Balance, beginning of year $ 2,448,876  $ 2,258,540  $ 2,103,774 
Depreciation and amortization 204,936  200,743  202,566 
Dispositions and other (14,274) (10,407) (47,800)
Balance, end of year $ 2,639,538  $ 2,448,876  $ 2,258,540 

S-14
EX-10.13 2 exhibit1013-forofrestricte.htm EX-10.13 Document

EQUITY LIFESTYLE PROPERTIES, INC.
2024 EQUITY INCENTIVE PLAN
FORM OF RESTRICTED SHARE AWARD AGREEMENT

Restricted Share Award Agreement (this “Agreement”) dated as of the [ ] day of [ ], 20[ ] (the “Award Date”), by and between Equity Lifestyle Properties, Inc., a Maryland corporation (the “Company”), and ____________________ (the “Grantee”).

WHEREAS, the Company maintains the Equity Lifestyle Properties, Inc. 2024 Equity Incentive Plan (the “Plan”) (capitalized terms used but not defined herein shall have the respective meanings ascribed thereto by the Plan);

WHEREAS, under the Plan the Company may grant awards to its employees, directors and other persons who provide services to the Company;
WHEREAS, the Grantee is an Eligible Person under the terms of the Plan; and
WHEREAS, in accordance with the Plan, the Committee has determined that it is in the best interests of the Company and its stockholders to grant shares of Common Stock to the Grantee subject to the terms and conditions set forth below.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Grant of Shares.

The Company hereby grants the Grantee ___________ shares of Common Stock (the “Shares”), subject to the following terms and conditions and subject to the provisions of the Plan (the “Award”). The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. The Grantee hereby accepts the Shares on such terms and conditions.

2. Vesting and Forfeiture.

Grantee’s interest in the Shares will vest and become nonforfeitable as follows:
__________ Shares [●]
__________ Shares [●]
__________ Shares [●]
Except as set forth in this Section 2, if the Grantee has a Termination of Service for any reason before his or her interest in all of the Shares has become vested and nonforfeitable, then Grantee shall forfeit his or her right to receive all such Shares which have not become so vested and nonforfeitable before the date of his or her Termination of Service.



Notwithstanding the foregoing, the Shares shall automatically vest in the event of a Change in Control occurring prior to a Termination of Service or in the event that the Grantee has a Termination of Service by reason of death or Disability.

3. Withholding Taxes.

The Grantee acknowledges that he or she generally will be required to recognize income for federal, state and/or local income tax purposes upon the vesting or grant of the Shares, and that such income generally will be subject to withholding of tax by the Company. To the extent that such income is subject to tax withholding by the Company or its Affiliates, no later than the date as of which an amount first becomes includible in the gross income of the Grantee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the Award, the Grantee will pay to the Company or, if appropriate, any of its Affiliates, or make arrangements satisfactory to the Committee regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Grantee may choose to make payment of such withholding amount by (a) providing a cash payment in the form of a personal check or transfer of funds by wire payable to the Company, thereby receiving the total number of vested Shares, (b) a reduction in vested Shares having a Fair Market Value equivalent to the applicable withholding amount calculated by the Company at the close of business on the date on which such Shares are vested, thereby resulting in a net amount of Shares vested to the Grantee, or (c) a combination of a reduction in vested Shares having a Fair Market Value equivalent to the amount calculated by the Company at the close of business the date on which such Shares are vested plus any remaining withholding amount in a cash payment in the form of a personal check or transfer of funds by wire payable to the Company that satisfies the withholding obligations of the Grantee. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee.

4. Voting Rights; Dividends; Capital Changes.

The Grantee shall have the full power to vote all of the Shares (including any unvested Shares) from time to time after the Award Date, and shall be entitled to receive all dividends declared upon any of the Shares (including any unvested Shares) from time to time after the Award Date (net of all applicable withholding taxes). All shares of capital stock or other securities issued with respect to any of the Shares or in substitution thereof, whether by the Company or by another issuer, shall be subject to all of the terms of this Agreement and may be forfeited to the Company under the same circumstances as the Shares with respect to, or in substitution for, which they were issued.



5. No Rights to Employment.

Neither this Agreement nor the Plan shall confer upon the Grantee any rights of employment with the Company, including, without limitation, any right to continue in the employ of the Company, or shall affect the right of the Company to terminate the employment of the Grantee at any time, with or without cause.

6. Compliance with Law.

This Agreement, the Award and the obligation of the Company to grant and/or deliver Shares hereunder shall be subject in all respects to (a) all applicable federal, state and/or local laws, rules and regulations and (b) any registration, qualification, approval or other requirement imposed by any government or regulatory agency or body which the Committee, in its discretion, determines to be necessary or applicable. If at any time the Company determines, in its discretion, that the listing, registration or qualification of the Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, then the Company shall not be required to deliver any certificates representing the Shares to the Grantee or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.

7. Miscellaneous.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF MARYLAND. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(b) The Committee may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate.


Without limiting the generality of the foregoing, the Committee may interpret the Plan and this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law, and take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan, this Agreement or the administration or interpretation thereof. In the event of any dispute or disagreement as to interpretation of the Plan or this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan or this Agreement, the decision of the Committee, shall be final and binding upon all persons.

(c) All notices hereunder shall be in writing, and if to the Company or the Committee, shall be delivered to the Board or mailed to the Company’s principal office, addressed to the attention of the Board; and if to the Grantee, shall be delivered personally, sent by facsimile transmission or mailed to the Grantee at the address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this paragraph.

(d) The failure of the Grantee or the Company to insist upon strict compliance with any provision of this Agreement, or to assert any right the Grantee or the Company, respectively, may have under this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(e) This Agreement (including the Plan) contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

(f) This Agreement and all terms and conditions hereof shall be binding upon the parties hereto, and their successors, heirs, legatees and legal representatives.
(g) Neither this Agreement nor the Plan shall confer upon the Grantee any rights of employment with the Company, including, without limitation, any right to continue in the employ of the Company, or shall affect the right of the Company to terminate the employment of the Grantee at any time, with or without cause.

(h) This Agreement may be executed in any number of counterparts, including via facsimile, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

(i) Except as otherwise provided in the Plan, no amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.


(j) Notwithstanding any provisions in this Agreement to the contrary, to the extent required by (i) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, (ii) the Company’s Compensation Recovery Policy, effective October 2, 2023, as may be amended and restated from time to time, and/or (iii) any other policy that may be adopted by the Company, the Shares paid or payable pursuant to this Agreement shall be subject to clawback to the extent necessary to comply with such law(s) and/or policy, which clawback may include forfeiture of the Shares and/or repayment of amounts paid or payable pursuant to this Agreement.

[Signature Page Follows]




IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the Award Date.
EQUITY LIFESTYLE PROPERTIES, INC.

By:
Name:
Title:
_______________________________________
[Name of Grantee]




5
EX-10.14 3 exhibit1014-formofoptionaw.htm EX-10.14 Document


EQUITY LIFESTYLE PROPERTIES, INC.

2024 EQUITY INCENTIVE PLAN

FORM OF OPTION AWARD AGREEMENT

Option Award Agreement (this “Agreement”) dated as of the [ ] day of [ ], 20[ ], by and between Equity Lifestyle Properties, Inc., a Maryland corporation (the "Company") and ___________ (the "Optionee"),

WHEREAS, the Company maintains the Equity Lifestyle Properties, Inc. 2024 Equity Incentive Plan (the "Plan") (capitalized terms used but not defined herein shall have the respective meanings ascribed thereto by the Plan);
WHEREAS, in accordance with the Plan, the Company may from time to time grant awards of Options to its employees, directors and other persons who provide services to the Company;

WHEREAS, the Optionee is an Eligible Person under the terms of the Plan; and
WHEREAS, in accordance with the Plan, the Committee has determined that it is in the best interests of the Company and its stockholders to grant an Option to the Optionee subject to the terms and conditions set forth below.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Grant of Stock Option.

The Company hereby grants the Optionee an option (the "Option") to purchase ___________ shares of Common Stock (“Shares”), subject to the following terms and conditions and subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. To the extent the terms or conditions in this Agreement conflict with any provision of the Plan, the terms and conditions set forth herein shall govern.

The Option is not intended to be and shall not be qualified as an "incentive stock option" under Section 422 of the Code.

2. Exercise Price.

The Exercise Price per Share shall be $[●].



3. Initial Exercisability.

(a) Subject to Paragraph 7 below, the Option, to the extent that there has been no Termination of Service and the Option has not otherwise expired or been forfeited, shall first become exercisable as follows:

__________ Shares [●]
__________ Shares [●]
__________ Shares [●]
The Option shall become fully exercisable upon a Change in Control occurring prior to Termination of Service or Termination of Service by reason of death or Disability.

4. Exercise of Option.

(a) The Option shall be exercisable during its term as set forth in Paragraph 7 and with the applicable provisions of the Plan and this Agreement.

(b) Subject to any terms and conditions established by the Committee, payment of the aggregate Exercise Price shall be made by any of the following payment methods, or a combination thereof, at the election of the Optionee; provided, however, that such payment method does not then violate any applicable law:
(i)cash, a certified or bank cashier’s check, or wire transfer;
(ii)    shares of previously owned Common Stock, which are not then subject to restrictions under the Plan or the 2014 Plan, having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price;

(iii)    by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate Exercise Price; provided, however, that the Company shall accept cash or other payment from the Optionee to the extent of any remaining balance of the aggregate Exercise Price not satisfied by such reduction in the number of whole Shares to be issued; provided further, however, that Shares will no longer be outstanding under an Option and will not be exercisable thereafter to the extent that Shares are used to pay the Exercise Price pursuant to the “net exercise”;

(iv) if the exercise occurs when the Shares are listed on one or more established stock exchanges or national market systems, payment through a broker-assisted cashless exercise procedure acceptable to the Company; or

(v) any other method permitted by the Plan that is approved by the Committee.


    (c) The Committee may provide that no Option may be exercised with respect to any fractional Share. Any fractional Shares resulting from an Optionee’s exercise that is accepted by the Company shall in the discretion of the Committee be paid in cash.
5. Withholding Taxes.

The Optionee acknowledges that he or she generally will be required to recognize income for federal, state and/or local income tax purposes upon the exercise of the Option or a taxable disposition of the Option, and that such income generally will be subject to tax withholding by the Company. To the extent that such income is subject to tax withholding by the Company or its Affiliates, no later than the date as of which an amount first becomes includible in the gross income of the Optionee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the Option, the Optionee will pay to the Company or, if appropriate, any of its Affiliates, or make arrangements satisfactory to the Committee regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Optionee may choose to make payment of such withholding amount by (a) providing a cash payment in the form of a personal check or transfer of funds by wire payable to the Company, (b) directing the Company to withhold from the Shares otherwise issuable upon exercise that number of Shares having a Fair Market Value at the close of business on the date of exercise, equivalent to the applicable withholding amount calculated by the Company at the close of business on the date on which such Shares are exercised, thereby resulting in a net amount of Shares issued to the Optionee, or (c) a combination of a withholding of Shares as described above, plus any remaining withholding amount in a cash payment in the form of a personal check or transfer of funds by wire payable to the Company that satisfies the withholding obligations of the Optionee. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Optionee.
6. Termination of Service.

(a) If the Optionee has a Termination of Service, other than by reason of death or Disability, the Option as then exercisable may be exercised by the Optionee during the 90-day period following the Termination of Service (or such longer period as may be specified by the Committee), or if earlier, the expiration of the term of the Option as provided under Paragraph 7 below; provided that, (i) if the Optionee dies during such 90-day period, the Successor of the Optionee may exercise the Option until the earlier of (x) 12 months from the date of the Termination of Service of the Optionee, or (y) the date on which the term of the Option expires in accordance with Paragraph 7 below, and (ii) if the Optionee has a Termination of Service by the Company, its Subsidiaries or any other Affiliate for Cause, any Option not exercised in full prior to such Termination of Service shall be cancelled.

(b) In the event the Optionee has a Termination of Service on account of death or Disability, the Option as then exercisable may be exercised by the Optionee or the Successor of the Optionee, as applicable, until the earlier of (i) 12 months from the date of the Termination of Service of the Optionee, or (ii) the date on which the term of the Option expires in accordance with Paragraph 7 below.



(c) Except as otherwise provided by the Committee, no Option (or portion thereof) which had not become exercisable at or before the time of Termination of Service shall ever be or become exercisable. No provision of this Paragraph 6 is intended to or shall permit the exercise of the Option to the extent the Option was not exercisable upon Termination of Service.

7. Term.

Unless earlier forfeited, the Option shall, notwithstanding any other provision of this Agreement, expire in its entirety upon the tenth anniversary of the date hereof. The Option shall also expire and be forfeited at such earlier times and in such circumstances as otherwise provided hereunder or under the Plan.

8. Compliance with Law.

This Agreement, the Option and the obligation of the Company to grant and/or deliver Shares hereunder shall be subject in all respects to (a) all applicable federal, state and/or local laws, rules and regulations and (b) any registration, qualification, approval or other requirement imposed by any government or regulatory agency or body which the Committee, in its discretion, determines to be necessary or applicable. If at any time the Company determines, in its discretion, that the listing, registration or qualification of the Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, then the Company shall not be required to deliver any certificates representing the Shares to the Optionee or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.

9. Miscellaneous.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF MARYLAND. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(b) The Committee may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Committee may interpret the Plan and this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law, and take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan, this Agreement or the administration or interpretation thereof.


In the event of any dispute or disagreement as to interpretation of the Plan or this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan or this Agreement, the decision of the Committee, shall be final and binding upon all persons.

(c) All notices hereunder shall be in writing, and if to the Company or the Committee, shall be delivered to the Board or mailed to the Company’s principal office, addressed to the attention of the Board; and if to the Optionee, shall be delivered personally, sent by facsimile transmission or mailed to the Optionee at the address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this paragraph.

(d) The failure of the Optionee or the Company to insist upon strict compliance with any provision of this Agreement, or to assert any right the Optionee or the Company, respectively, may have under this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(e) The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.
(f) Neither this Agreement nor the Plan shall confer upon the Optionee any rights of employment with the Company, including, without limitation, any right to continue in the employ of the Company, or shall affect the right of the Company to terminate the employment of the Optionee at any time, with or without cause.

(g) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

(h) This Agreement may be executed in any number of counterparts, including via facsimile, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

(i) Except as otherwise provided in the Plan, no amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.

(j) Notwithstanding any provisions in this Agreement to the contrary, to the extent required by (i) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, (ii) the Company’s Compensation Recovery Policy, effective October 2, 2023, as may be amended and restated from time to time, and/or (iii) any other policy that may be adopted by the Company, the options and Shares paid or payable pursuant to this Agreement shall be subject to clawback to the extent necessary to comply with such law(s) and/or policy, which clawback may include forfeiture of the options and Shares and/or repayment of amounts paid or payable pursuant to this Agreement.



(k) This Agreement and all terms and conditions hereof shall be binding upon the parties hereto, and their successors, heirs, legatees and legal representatives.

[Signature Page Follows]



IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of the day and year first above written.
EQUITY LIFESTYLE PROPERTIES, INC.

By:
Name:
Title:



_______________________________________
[Name of Optionee]
EX-14 4 businessethicsandconductpo.htm EX-14 Document

EQUITY LIFESTYLE PROPERTIES, INC. BUSINESS ETHICS AND CONDUCT POLICY


I.INTRODUCTION

This Policy sets forth the basic guidelines which Equity LifeStyle Properties, Inc. and its subsidiaries (collectively, the “Company”) expects its officers, directors, management, and other employees to follow in conducting business on behalf of the Company with the Company's customers, the general public, creditors, suppliers and competitors, governmental entities and with fellow Company personnel. This Policy supplements and is in addition to the information contained in the Employee Handbook previously distributed to you. The Company reserves the right to modify this Policy from time to time.

No policy can be complete in all respects. Good judgment based upon an understanding of the laws, regulations, and canons of ethics is the best safeguard against improper or unethical conduct. Each employee is expected to attain a level of understanding of this Policy which will permit the proper exercise of such judgment, and to seek legal counsel in those circumstances where such judgments could be questioned.

The Company’s internal auditors and legal staff will monitor compliance with this Policy to assure that the Company conducts itself in a manner consistent with its obligations to society and its stockholders. In addition, those with management responsibilities within any area covered by this Policy may periodically be required to complete the “Management Representation of Compliance with Company Policies” - a written assurance of compliance with the legal and ethical principles set forth in this Policy. The form of this questionnaire is set forth at the end of this Policy.

A.General Policy

The Company and its personnel are expected at all times to transact business in full compliance with the law and in accordance with the highest principles of honesty and ethical conduct. Each employee should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

These Policy guidelines are to be strictly adhered to at all times and under all circumstances. The Company will review violations of the Policy and may take disciplinary action, including, if appropriate, discharge from employment.

B.Scope

The guidelines set forth in this Policy apply to all Company personnel and all Company related transactions. Every director, officer and employee must be familiar with and comply with this Policy. Moreover, those with supervisory responsibilities must ensure that employees under their direction or control are acquainted with applicable portions of the Policy. Company officers and directors should also be aware that there are special legal requirements, not covered by this Policy, which apply to corporate fiduciaries.



The Company’s commitment to full compliance applies to all applicable laws, regulations and judicial decrees of the United States (federal, state and local) and of other countries where the Company transacts its business. Portions of this Policy concentrate on laws and regulations which are particularly relevant to the Company’s business activities; however, this special emphasis on relevant areas of law does not limit the general policy requiring full compliance with all applicable laws and regulations.

In addition to compliance with all legal requirements, each officer, director and employee must adhere to the overriding ethical and professional standards generally governing the conduct of business. The Company’s interests are not served by any unethical practice or activity even though not in technical violation of the law.

C.Effect of Policy Violation

Any knowing violation of the laws, regulations, or principles of ethics set forth in this Policy will be grounds for disciplinary action or dismissal from employment, and may subject the employee or former employee to civil liability and/or criminal prosecution under appropriate law. Any employee who knowingly authorizes or permits another to engage in a violation will also be subject to disciplinary action, dismissal, and other penalties.

D.Employee Responsibilities and Rights Under Policy

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. Every employee is obliged to strictly adhere to this Policy at all times and under all circumstances. Any employee who is aware of violations or potential violations of laws, rules, regulations or this Policy has a duty to either (i) advise their supervisor, the Company’s Compliance Officer or the Law Department or (ii) call the Company’s AlertLine at 1- 833-500-1758 to submit information on a confidential and anonymous basis regarding any such concerns. The Compliance Officer will promptly investigate all calls to the AlertLine and report the results of the investigation to the Chairperson of the Audit Committee. Further, any uncertainties regarding legal or ethical issues involving Company affairs or doubts about the best course of action in a particular situation requires the employee to seek the advice of the Law Department for clarification. An error in failing to secure advice or report Policy violations could be costly to the individual and to the Company.

It is the right of every employee to report other persons’ (individual or Company) violations or seek the advice of the Law Department without risk to the employee’s job status or position by reason of such report or inquiry. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct.


E.Definitions

The terms “personnel” and “employee” apply to all Company officers, directors, managers, and other employees. “Law Department” refers to the Company’s Chief Legal Officer and Vice Presidents in the Company’s Law Department.

F.Additional Information

Additional copies of this Policy are available from the Human Resources Department or the Law Department. Any employee in doubt about whether this Policy applies to a particular transaction or uncertain about the proper course of conduct to follow should contact the Law Department, which is available to answer questions and provide guidance.

II.CONFLICTS OF INTEREST, CORPORATE OPPORTUNITIES AND VIOLATIONS OF TRUST

A.General

The Company is determined to establish and maintain a high standard of business ethics in the conduct of its affairs. Accordingly, this places a heavy responsibility on all employees of the Company, on whose character and judgment the confidence of the public ultimately depends. The responsibility is shared by all employees, but obviously it rests in special measure on the directors and officers of the Company and on those management employees by whose decisions and advice the Company is guided.

This portion of the Policy deals with one aspect of that responsibility - the avoidance of circumstances which might, in fact or in appearance, cause an individual to place their own interest above their obligations to the Company. The words “in appearance” should be noted particularly since the appearance of an action might tend to impair confidence even though the individual may not actually do anything wrong. The requirements of this Policy are in addition to any provisions of law pertaining to this subject.

For the purpose of this Policy, the interest of each director, officer or employee includes any interests of their immediate family: any child, stepchild, parent, stepparent, spouse, sibling, mother- in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and any person (other than a tenant or employee) sharing the household of such director, officer or employee.

1.Financial Interests in Company Transactions

It is the duty of each director, officer and employee to avoid having any financial interest in any transaction between the Company, any of its subsidiaries and a third party which might conflict with the proper performance of their corporate duties or responsibilities, or which might tend to adversely affect their independent judgment with respect to such transaction.


Accordingly, (a) unless, in the case of directors and officers, specifically approved by the Board of Directors after full disclosure of all relevant facts or (b) unless, in the case of other employees, specifically approved by appropriate supervisors (i.e., Senior Vice President and Executive Vice President and Chief Operating Officer) and the Law Department, and if necessary as determined by such supervisors and Law Department, approved by the Board of Directors of the Company after full disclosure of all relevant facts:

a.No director, officer or employee shall own a direct or indirect interest in any supplier, contractor, subcontractor, competitor, customer or other entity with which the Company does business.

This Policy is not intended to preclude ownership of publicly-traded securities of a corporation with which the Company or any of its subsidiaries has dealings; nor is it intended to preclude ownership of other security holdings which could not be used to exert any influence whether because of their relatively small size or because of the insignificance of the company’s dealings with the Company. Accordingly, ownership of securities which are traded on a public stock exchange and ownership of securities where the aggregate amount owned by the director, officer or employee constitutes less than two and one-half percent (2.5%) of the securities shall not be deemed to involve financial interest prohibited by this Policy.

The above exception notwithstanding, purchases and sales of securities and other property should be avoided which are so timed in relation to the Company’s or any of its subsidiaries’ operations that they might be regarded or viewed as attempting to profit by using improperly obtained special knowledge of the Company’s investment intentions or other confidential information obtained by reason of official positions.

b.No director, officer or employee shall acquire property with the knowledge that its value is likely to be benefited by action that the individual is aware is being considered by the Company.

c.No director, officer or employee shall acquire any property where confidential or unpublished information, obtained through the Company or in course of performing duties for the Company, has in any way been utilized in such acquisition.

d.No director, officer or employee shall appropriate or divert to others any business opportunity in which it is known or could reasonably be anticipated that the Company would be interested.

e.No officer or employee may use corporate property, information or position for improper personal gain, and no officer or employee may compete with the Company directly or indirectly. Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.



f.No officer or employee shall be employed by or hold any officership, directorship, partnership or other official position in a business or professional firm or corporation outside of the Company, without the consent of the Audit Committee of the Board of Directors of the Company.

g.All officers and full-time employees should avoid outside business activities which may conflict with their ability to devote their efforts full-time to the business of the Company.

In many cases, a potential conflict of interest or violation of trust may be avoided by making a full disclosure of the facts prior to any transaction, thereby permitting the Company to make an informed, independent decision regarding the transaction. Such disclosure should be made in accordance with the process outlined in the Company’s the Related Party Disclosure form which can be found on the Company’s intranet. The Company reserves the right to condition the approval of any specific transaction on such terms and conditions as the Company in its sole discretion may require including, but not limited to, specific financial reporting and audit requirements.

2.Benefits, Favors, Gifts and Entertainment

It is the duty of each director, officer or employee to avoid receipt of or giving of benefits, favors, gifts and entertainment which might conflict with the proper performance of their corporate responsibilities, or which might tend to adversely affect their independent judgment on behalf of the Company or any of its subsidiaries.

If the benefit, favor or gift is more than a token gift of insubstantial value and is offered in return for or in expectation of corporate business, it should not be accepted. In regard to acceptance of business entertainment, it is recognized that entertainment often may be incidental to business relationships of value to the Company. But expensive hospitality should not be accepted unthinkingly. Reasonable hospitality may be accepted, including traditional promotional events consistent with usual business practice, provided that it (i) cannot be construed as a bribe or payoff, (ii) is not in violation of any law, (iii) would not damage the reputation of the Company if disclosed publicly and (iv) is otherwise consistent with the best interests of the Company and this Policy. Employees should consult with the Compliance Officer and Law Department for any questions regarding the appropriateness of an activity or offering.

Each director, officer or employee wherever located is expected to adhere to the letter and spirit of the United States Foreign Corrupt Practices Act (the “FCPA”), which prohibits giving or promising money or items of value to any foreign official (foreign government official, political party or candidate or public international organization) for the purpose of influencing a decision or obtaining business. The FCPA further prohibits giving money or items of value to any person or firm when there is reason to believe that it will be passed on to a foreign government official for this purpose. No director, officer or employee shall make or recommend any payment from the Company’s funds or assets to or for the benefit of a representative of any domestic or foreign government or public international organization. Furthermore, no one shall ever be used as a conduit for corrupt payments.


All agents of the Company must be engaged in providing legitimate business services for a fee not in excess of the customary local rate for similar services.
Notwithstanding whether the FCPA has been complied with, a relationship with public officials must not jeopardize the reputation of the officials or the Company should the full details of the relationship, including gifts or entertainment, become public. Relationships that could be perceived as questionable should be disclosed to the Compliance Officer or Law Department. Please refer to the Company’s Anti-Corruption Compliance Policy for more information regarding the principles and requirements for compliance with applicable anti-corruptions laws.

3.Disclosure

It is the duty of each director, officer or employee, when they find that they have an interest or affiliation which might conflict with the proper performance of their corporate duties or responsibilities or which might tend to adversely affect their independent judgment on behalf of the Company, or when they find themselves in doubt as to the proper application of this Policy, to report the facts to the Law Department or Chairman of the Audit Committee and be guided by the instructions they receive from the Law Department or Chairman. Except as otherwise directed by those instructions, they should refrain from participating in any matters which might reasonably be affected by their adverse interest. The Chairman of the Audit Committee will advise the auditors of the Company of any matters approved by the Board of Directors pursuant to this Policy.

B.Specific Examples of Conflicts or Violations

It may be considered to be in conflict with the Company’s interest, or a violation of trust for a director, officer or employee or any immediate member of their family:

1.to have an undisclosed interest in or involvement with any organization which has business dealings with the Company where there is an opportunity for preferential treatment to be given or received, except where such an interest comprises securities in widely-held corporations which are quoted and sold on the open market and the interest is not material (less than two and one-half (2.5%) percent of the outstanding securities);

2.to buy, sell or lease any kind of property, facilities or equipment from or to the Company or to any company, firm or individual who is or is seeking to become a contractor, supplier or customer without disclosing same (and obtaining permission) prior thereto;

3.to accept commissions, a share in profits (other than dividends or interest on securities of widely-held corporations) or other payments, loans (other than with established banking or financial institutions), services, excessive entertainment and travel, or gifts of more than nominal value, from any individual or organization doing or seeking to do business with the Company; or


4.to take advantage of any opportunity for personal gain that rightfully belongs to the Company. This would include business opportunities of which an employee becomes aware because of their employment by the Company. Such opportunities must be offered to the Company.

C.Effect of Violations

As with any other violation of Policy, a violation of the above conflict of interest and corporate opportunity provisions will be grounds for disciplinary action including possible dismissal from employment, and may subject the director, officer or employee to civil liability and/or criminal prosecution under appropriate law. Even so, not every potential conflict of interest is a Policy violation - under some circumstances following a full disclosure by the director, officer or employee, the Board of Directors or senior management of the Company, as provided in this Policy, may determine to engage in a particular transaction which is beneficial to the Company notwithstanding the potential conflict or to permit the director, officer or employee to engage in such transaction. In such a case, the above conflict of interest provisions are not violated. Therefore, the effect of a particular conflict of interest will depend upon the nature of the conflict, its disclosure by the director, officer or employee, its effect upon the Company and the means available to recompense loss or prevent future injury.

III.COMPLIANCE WITH LAWS, RULES AND REGULATIONS

A.Compliance with Governmental Authorities

The Company and its directors, officers and employees shall comply with the laws, regulations, decrees and orders of every governmental agency, regulatory authority, and judicial body having jurisdiction over the Company’s operations. The Company holds informational and training sessions to promote compliance with laws, rules and regulations, including insider trading laws. The Company shall cooperate with governmental agencies in the proper performance of their duties to the fullest extent possible. To ensure the Company’s compliance and cooperation commitment is satisfied, the Law Department should be immediately informed of any governmental request or inquiry.

B.Antitrust and Trade Regulation

Every officer, director, and employee of the Company shall at all times abide by the antitrust laws and trade regulations of the United States. Violations of the antitrust laws or trade regulations may subject the Company to fines, injunctions and substantial monetary damages. Moreover, violations of certain antitrust laws are considered felonies, exposing an employee to the risk of fine and/or imprisonment.







C.Relationships with Governmental Officials

Payments (regardless of amount), entertainment (other than meals where Company-related work activities are conducted), or gifts (of more than nominal value) to government officials and other government personnel of the United States and other domestic or foreign jurisdictions, regardless of motive, are viewed by the Company as improper and not permitted. The Company’s relationship with public officials shall in all respects be of such a nature that the integrity and reputation of the officials and the Company will not be impugned in the event the full details of the relationship, including any gifts or entertainment, become a matter of public discussion. Please refer to the Company’s Political Contribution Policy for more information regarding political contributions made by the Company, or employees or directors of the Company acting on behalf of the Company.

D.Anti-Money Laundering Policy

Money laundering is the process by which individuals or organizations try to conceal illicit funds or make these funds look legitimate. The Company strictly prohibits money laundering. The laws in certain countries require the Company to report suspicious activity. If any officer, director or employee deals directly with customers or vendors, the following examples may be indications of potential money laundering: attempts to make large payments in cash; payments by someone who is not a party to the contract; requests to pay more than what is provided by the contract; payments made in currencies other than those specified in the contract; payments from an unusual account; and transactions forming an unusual pattern or many repetitive cash payments. If any officer, director or employee suspects a transaction in they are participating has indicators of money laundering, they should contact the Company’s Compliance Officer, Law Department or the AlertLine hotline. Please refer to the Company’s Economic Sanctions and Anti-Money Laundering Laws Compliance Policy for additional information on the Company’s anti-money laundering policy.

IV.EMPLOYMENT AND PERSONNEL PRACTICES

A.General

Every officer, director, and employee of the Company shall at all times abide by the strict legal requirements governing employment practices and employee relations. In addition, every person coming in contact with the Company, as an employee, customer, supplier, candidate for employment, or other third party, shall be treated fairly, courteously and respectfully. The Company has previously published its policies on discrimination and harassment as well as on the employment relationship in the Employee Handbook, and this Policy is meant as a supplement to such previously published policies.







B.Non-Discrimination

The Company shall not discriminate against any person on the basis of race, religion, national origin, age, sex, disability or veteran’s status or other characteristic or status protected by applicable federal, state or local laws. This prohibition on discrimination applies to practices in recruiting, employment, training, promotion, working conditions, compensation, benefits, job rules, discipline, and all other aspects of employment and employee relations.

C.Harassment

The Company is committed to maintaining a work environment that is free from intimidation and harassment. Company policy prohibits sexual, racial, and other unlawful harassment in the workplace. The Company will not tolerate undue influence, offensive behavior, sexual harassment, intimidation, or other disrespectful conduct by one employee toward another or by an employee toward a customer or supplier. Neither shall any employment or employee relations matter be decided based upon the existence or non-existence of any personal non-business relationship between employees.

D.Employment Contracts

The Company shall not enter into any contract of employment without the prior written approval of the Compensation, Nominating and Corporate Governance Committee of the Board of Directors of the Company.

E.Employee Record Confidentiality

The personnel records of all Company employees shall be treated as the confidential information of the Company. No Company officer, director or employee shall copy or release any personnel or salary record to any third party, nor shall any private personal information contained in any personnel record be disclosed to any third party without the prior written approval of the Law Department. Employees with authorized access to personnel or salary records shall institute measures to prevent the disclosure of any such records under their control.

F.Health and Safety

The Company is firmly committed to providing a safe and healthy work environment and intends to comply with all health and safety laws applicable to our business. To this end, we must rely upon employees to ensure that the workplace is kept clean, safe, and free of hazardous conditions, harassment and abusive conduct. Employees are required to be conscientious about workplace safety, including proper operating methods, professional conduct and recognize dangerous situations, conditions or hazards. Any unsafe conditions, potential hazards, harassment or abusive conduct should be reported to management immediately, even if the problem appears to be corrected.



Periodically, the Company may issue updates to rules and guidelines governing workplace safety and health. All employees should familiarize themselves with these rules and guidelines, including but not limited to the Employee Handbook and the Safety Handbook, as strict compliance will be expected.

V.TRANSACTIONS IN SECURITIES

A.Trading in Company Securities

Directors, officers and employees are prohibited from trading in Company securities when they have material information which is not publicly known. Information is considered material if it would be considered important by investors making decisions whether to purchase, sell or hold the securities of the company in question. Even when a director, officer or employee lacks undisclosed material information, it is a prudent practice to trade only when it is unlikely there is any unannounced material information anywhere within the Company. Please refer to the Company’s Policy on Securities Trading for additional information regarding “blackout periods.” Therefore, it is the Company’s policy that each director, officer and employee obtain written or emailed approval from the Law Department before making any trade in Company securities. The Company has previously published its Policy on Securities Trading and this Policy is meant as a supplement to such previously published Policy on Securities Trading.

Directors, officers and employees should not engage in short-term speculation in Company securities, nor should they engage in any transaction where they profit if the value of Company securities falls.

B.Trading in the Securities of Other Companies

No employee, officer or director, who in the course of working for the Company, learns of material non-public information about a company with which the Company has a relationship or does business, including a customer or supplier of the Company, may trade in that company's securities until the information becomes public or is no longer material.

C.Transactions by Others

No director, officer or employee shall in any way encourage any third party to engage in any transaction in which the director, officer or employee himself or herself cannot engage. No director, officer or employee shall intentionally or inadvertently communicate material non- public information to any third party.

D.Transactions by Officers and Directors

Officers and directors of the Company are subject to additional statutory restrictions covering transactions in Company securities. These restrictions (a) prohibit officers and directors from profiting on transactions within a six month period, (b) prohibit them from selling the Company’s stock short or engaging in other hedging transactions, and (c) may restrict the amount of securities some of them can sell within a three month period.


Officers and directors of the Company should review proposed transactions in Company securities with the Law Department.

VI.FAIR AND ACCURATE REPORTING AND RECORDKEEPING

It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in the reports that the Company files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company. All funds, assets and disbursements of the Company shall be properly recorded in the appropriate records and books of account. To assure the Company’s financial statements are maintained in accordance with generally accepted accounting principles or such other standards as may be appropriate and to assure that reports filed by the Company with the SEC are accurate and complete, the following policies are specifically adopted:

1.Full Disclosure of Accounts. No secret or unrecorded fund of monies or other assets of the Company shall be established or maintained, and all payments and disbursements shall be properly recorded on the books and records of the Company.

2.Accurate Entries to Accounts. The making of false or fictitious entries on the books and records of the Company and the issuance of false or misleading reports pertaining to the Company and its operations are prohibited, and no employee or officer shall engage in any transaction that requires or contemplates such prohibited activities on the part of the Company.
3.Accurate Expense Accounts. All employees who seek reimbursement from the Company for expenses shall keep and submit to the Company complete and accurate records of such expenditures and their business purpose.

Business records and communications often become public, and employees should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies. This applies equally to email, internal memos and formal reports.

Records retention policies seek to establish consistent practices concerning how long records should be kept and when, in the normal course of business, they should be destroyed. All employees must comply at all times with all laws, rules and regulations relating to records preservation and all document or record preservation notices. Records must be maintained for the duration of the assigned retention periods. A record is any information, regardless of physical format, which has been created or received in the transaction of the Company’s business. Physical format of a record includes paper documents, CDs, DVDs, computer hard disks, email, floppy disks, microfiche, microfilm or all other media. The retention and proper disposal of the Company’s records shall be in accordance with established Company policies and applicable legal and regulatory requirements.



If the existence of any pending or threatened legal action, subpoena or investigation is known or reported to you, promptly contact the Law Department. You must retain all records that may relate to any pending or threatened legal action, subpoena or investigation. If you have a question as to whether a record pertains to a pending or threatened legal action, subpoena or investigation, contact the Law Department before disposing of the record in question.

VII.DISCLOSURE OR USE OF COMPANY INFORMATION

A.General

Each employee shall safeguard and keep private all Company proprietary and confidential information, including without limitation, trade secrets, trademarks, trade names or other intellectual property, as well as all such information relating to the Company’s customers and employees. The disclosure of such Company information shall be permitted only when required by law and the approval of the Law Department shall be obtained prior to the release of such information. Absent such approval, it shall be considered a violation of trust for any director, officer or employee:

1.to use or release to a competitor, or any other third party any data on decisions, plans, or any other information concerning the Company which might be prejudicial to the interests of the Company;

2.to appropriate, for their own use or for the unauthorized use by a third party, any Company technology, software, trade secrets or written materials (whether or not copyrighted or patented), business information, including but not limited to contracts, sales or customer information, marketing or other plans, data relating to costs and suppliers, system design information, manuals, computer tapes, discs, data processing records, financial data, or any other confidential or proprietary matters of any nature whatsoever;

3.to copy, use, or release any employee data, personnel records, or any other private information concerning the Company’s current or former employees except to those within and outside the Company who need to know such information, in furtherance of a legitimate purpose, performance of duties, discharge of legal obligation and whose possession of such information will not give rise to a conflict of interest or appearance of misuse thereof; or

4.to use or release any undisclosed material information concerning the Company, its plans or its performance, or any unpublished facts bearing upon the Company’s business, plans, or performance.

B.Outside Inquiries and Requests for Information

If any third party makes contact with any Company personnel requesting an interview or seeking information concerning any Company-related matter, or if any media representative requests an interview or seeks information or opinions concerning any Company-related matter, whether or not the matter is confidential or proprietary, the requestor should be instructed to address its inquiry directly to the Investor Relations and Law Departments so that questions can be answered with appropriate care by authorized personnel having unrestricted access to the Company's information resources.


Employees with certain responsibilities will periodically be requested to complete a questionnaire similar to the one presented below.

VIII.PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, although incidental personal use may be permitted.

The obligation of employees to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or criminal penalties.

IX.LOANS OR OTHER FINANCIAL TRANSACTIONS

No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material tenant, contractor, real estate broker/agent, partner, lender or competitor of the Company. This guideline does not prohibit arms-length transactions with recognized banks, brokerage firms, other financial institutions or any company that is a material tenant, contractor, real estate broker/agent, partner, lender or competitor.

X.WAIVERS OF THE BUSINESS ETHICS AND CONDUCT POLICY

Any waiver of this Policy that applies to executive officers or directors may be made only by the Board of Directors or a committee of the Board of Directors and will be disclosed as required by law or stock exchange regulation.

Approved by the Compensation, Nominating and
Corporate Governance Committee on October 29, 2024 Approved by the Board of Directors on October 29, 2024 Management Representation of Compliance with Company Policies



EQUITY LIFESTYLE PROPERTIES, INC.

It is the responsibility of each Company officer, director, and employee to read and understand the ELS Business Ethics and Conduct Policy (the “Policy”), and to complete this questionnaire and promptly return it to the Company’s Human Resource Director at Equity LifeStyle Properties, Inc., Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606. If you have supervisory duties, it is also your responsibility to ensure that employees reporting to you have read and understand the Policy and comply with the Policy. In addition, if the answer to any of Questions 2(a) through 3 is “YES”, you must attach a brief explanatory statement disclosing the facts supporting your answer.
YES
NO
1.    Have you read the ELS Business Ethics and Conduct Policy and do you understand its contents?


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2.    Are you aware of any of the following practices relating to the Company’s affairs:
(a)    A situation or transaction described in the Conflicts of Interest, Corporate Opportunities and Violation of Trust guidelines set forth in the Policy regardless of whether or not that situation or transaction may have been disclosed or approved in accordance with the Policy?




     




     
(b)    A violation of federal, state or local law?
     
     
(c)    A fraud, embezzlement, unrecorded fund or account, or significant accounting error?

     

     
(d)    An activity, practice or transaction in violation of the Compliance with Governmental Authorities guidelines Set forth in the Policy?


     


     
(e)    An activity in violation of the Antitrust and Trade Regulation guidelines set forth in the Policy?

     

     
(f)    An activity, payment or gift to governmental officials in violation of the Relationships with Governmental Officials guidelines set forth in the Policy?


     


     
(g)    An activity, practice or transaction in violation of the Anti-Money Laundering Policy set forth in the Policy

     

     



(h)


(i)
A practice in violation of the Employment and Personnel Practices guidelines of the Policy?
A transaction in violation of the Transactions in Securities guidelines set forth in the Policy?


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(j)
A practice in violation of the Fair and Accurate Reporting and Recordkeeping guidelines of the Policy?




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(k)
An activity, practice or transaction in violation of the Disclosure or Use of Company Information guidelines set forth in the Policy?


     


     
(l)
A practice in violation of the Protection and Proper Use of Company Assets guidelines set forth in the Policy:




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(m)
An activity, practice or transaction in violation of the Loans or Other Financial Transactions guidelines set forth in the Policy?


     


     
(n)
Any violation of the Waiver of the Business Ethics and Conduct Policy guidelines set forth in the Policy?

     

     

3.    Are you aware of any of the following relationships with the Company’s external auditors, Ernst & Young (“E&Y”):
(a)    Do you have a personal relationship with any employees of E&Y?

     

     
(b)    Do you have a business relationship with E&Y?
     
     
(c)    Do you serve as an officer or director, or have a 10% or greater ownership interest in, any entity that has a business relationship with E&Y?


     


     
(d)    Does E&Y provide professional tax services to you or your immediate family members?

     

     
(e) Do you have a spouse, spousal equivalent, dependent, parent, sibling, or nondependent child who is a partner or employee of E&Y?


     


     



4.Are you aware of any other transaction, practice, activity, event or circumstance which you believe should be brought to the Company’s attention?
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The foregoing answers and any attached explanatory statements are true and correct to the best of my knowledge and belief.

I have received, read, understand and will retain a copy of the Equity LifeStyle Properties, Inc. Business Ethics and Conduct Policy and comply with such Policy.



Name     Signature     Position     Date     Property    

This acknowledgment is to be completed by all employees of Equity LifeStyle Properties, Inc. and its affiliates and returned to the Company’s Human Resources department.
EX-19 5 policyonsecuritiestradingi.htm EX-19 Document

EQUITY LIFESTYLE PROPERTIES, INC. POLICY ON SECURITIES TRADING

Directors, officers and other employees of Equity LifeStyle Properties, Inc. and its subsidiaries and affiliates (“ELS” or the “Company”) are subject to legal restrictions regarding engaging in transactions involving ELS securities. ELS is committed to full compliance with these legal restrictions and has developed certain policies and procedures necessary to implement and assure compliance. The following rules apply regardless of how you hold your interest in ELS shares, and these rules apply to family members who reside with you (including a spouse, children, stepchildren, parents, stepparents, grandparents, siblings and in-laws), to other individuals living in your household, to any family members who do not live in your household but whose transactions in the Company’s securities are directed by you or are subject to your control (collectively, “Family Members”), and to entities that you control. The ultimate responsibility for adhering to ELS policies and the law and avoiding improper transactions rests with you. For purposes of this Policy, the term “Law Department” refers to the Company’s General Counsel and Vice Presidents in the Company’s Law Department.

1.Restrictions on Engaging in Transactions in ELS Securities.

ELS’ directors, officers and other ELS employees are more likely to be in possession of material non-public information regarding ELS during certain times of the year. As a result, ELS has defined the period beginning two weeks before ELS’ quarterly or annual earnings announcement and ending at the close of the first full business day following the date of such announcement as a “blackout period” during which no trading by directors, officers or employees may take place, except for trades made pursuant to a Rule 10b5- 1 trading plan that has been approved in advance by the Law Department. Additional blackout periods may be imposed from time to time in the discretion of the Law Department because of the existence of material non-public information.

During non-blackout period times, you are still subject to the insider trading rules and you should not engage in transactions if you are aware of material non-public information. The Company has determined that all directors, officers and employees of the Company are prohibited from trading in the Company’s securities except, in each case, upon complying with the Company’s “pre- clearance” process. Each director, officer and employee should follow the procedures set forth below before commencing any trade in the Company’s securities.

A director, officer, or employee of the Company may purchase or sell securities of the Company only after making a written request or email request to, and receiving written or emailed approval from, the Law Department. The request should include the proposed date of the transaction, the nature of the transactions (purchase or sale), and the number of shares. Any approved purchase or sale must be made within five business days of such approval, unless otherwise designated in the approval. The Company may find it necessary, from time to time, to require compliance with the pre- clearance process from certain consultants and contractors in addition to directors, officers and employees. Any employee with any questions regarding trading in the Company’s securities is encouraged to contact the Law Department.

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Every director, officer, and employee has the individual responsibility to comply with this Policy against insider trading not only during but also outside any “blackout period”. An Insider may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to engage in the transaction before learning of the material non-public information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting. Every director, officer and employee remains subject to any applicable securities reporting requirements under applicable securities laws, the Business Ethics and Conduct Policy of the Company, and the Company’s other policies and procedures. In addition, you are responsible for assuring that any Family Members, or any entity controlled by you, complies with the Policy and all applicable securities laws, rules and regulations. In all cases, the responsibility for determining whether an individual is in possession of material non-public information rests with that individual, and any action on the part of the Company, the Law Department, or any other director or employee pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws.

2.Insider Trading.

(a)Federal securities laws and regulations make it illegal to buy or sell a security on the basis of material non-public information, that has been obtained or is being used in breach of a duty to maintain the information in confidence. These prohibitions apply to all securities, including debt securities and options, not just stock. Material non-public information is defined broadly and includes information that is not available to the public at large that could affect the market price of a security and that a reasonable investor would want to know in deciding whether to buy, sell or retain a security. Information is considered to be available to the public only when it has been publicly released through appropriate channels (for example, by means of a press release or a filing with the Securities and Exchange Commission) and enough time has elapsed to permit the market to absorb and evaluate this information. As a general rule, information should not be considered fully absorbed by the public and therefore still “non-public” until at least one full trading day after the initial release of information to the public. Depending on the particular circumstances, the Company may determine that a longer or shorter period should apply to the release of specific material non-public information.

•Common examples of information that will frequently be regarded as material include, but are not limited to: quarterly and annual earnings or losses; projections of future performance, or changes to previously announced guidance; news of a pending or proposed merger, acquisition, joint venture or tender offer; news of a significant sale of assets or the disposition of a subsidiary; changes in dividend policies or the declaration of a stock split or the offering of additional securities; changes in management; significant shifts in operating or financial circumstances, such as changes in debt ratings, changes in earnings, or earnings estimates, major write-offs, and potential financial liquidity problems; significant litigation or investigations by governmental bodies; a change in auditors or notification that the auditor’s report may no longer be relied upon; a significant cybersecurity incident; and the imposition of additional blackout periods from time to time. Either positive or negative
2

information may be material. This list is illustrative only and is not exhaustive. Whether information is material depends on all facts and circumstances.
•You should also be aware that “tipping,” that is, intentionally or inadvertently communicating material non-public information to any third party, including Family Members and other ELS employees, is prohibited conduct.

(b)Prohibition. Every employee, officer and director of the Company is prohibited from:
(a) buying or selling the Company’s securities while in possession of material non-public information relating to the Company; (b) communicating such information to others except those who “need to know” based on their doing business with or for the Company; (c) recommending the purchase or sale of the Company’s securities while in the possession of material non-public information relating to the Company; or (d) assisting anyone engaged in any of the above activities. In addition, no employee, officer or director, who in the course of working for the Company, learns of material non-public information about a company with which the Company has a relationship or does business, including a customer or supplier of the Company, may trade in that company’s securities until the information becomes public or is no longer material.

(c)The purchase or sale of securities while aware of material non-public information, or the disclosure of material non-public information to others who then engage in securities transactions, is prohibited by the federal and state laws. Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys and state enforcement authorities, as well as enforcement authorities in foreign jurisdictions. Punishment for insider trading violations is severe, and could include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.

In addition, an individual’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career.

(d)Rule 10b5-1 provides affirmative defenses to insider trading liability for officers, directors or employees of a company under certain circumstances. One of those circumstances is where the trading is done pursuant to a preexisting written trading plan that complies with the requirements of Rule 10b5-1(c), commonly referred to as a “10b5-1 Plan.” (10b5-1 Plans do not eliminate the effect of Section 16(b) of the Securities Exchange Act of 1934 regarding sales and purchases, or purchases and sales, of ELS shares within a six-month period, which is addressed in Section 3(b) of this Policy.) ELS permits its directors, officers and employees to enter a 10b5-1 Plan (a “Plan”), subject to the following restrictions and guidelines:

•A 10b5-1 Plan may not be entered, modified or terminated during a trading blackout period.
•A 10b5-1 Plan may not be entered, modified or terminated when ELS or the person entering the plan is in possession of material non-public information.
3

•A 10b5-1 Plan must be in writing and must specify the following: (1) the number of shares to be bought or sold; (2) the prices at which the shares will be bought or sold; and (3) the timing of the purchases or sales. The required information regarding amount, price, and date may be included by a formula, algorithm, or other means. The insider must refrain from attempting to influence how, when, or whether transactions will be made pursuant to the plan.

•The 10b5-1 Plan cannot be entered into as part of a plan or scheme to evade the prohibitions of Rule 10b-5. Therefore, although modifications to an existing 10b5-1 Plan are not prohibited, a 10b5-1 Plan should be adopted with the intention that it will be amended or modified infrequently, if at all, since changes to the 10b5-1 Plan could raise issues as to the individual’s good faith.
•A 10b5-1 Plan, or an agreement with a broker regarding a Plan, must comply with the requirements of Rule 10b5-1, and must be reviewed and pre-approved by the Law Department and by the Compensation Committee of ELS’ Board of Directors before it is entered, modified or terminated. However, the burden of compliance with Rule 10b5-1 rests with the individual, not ELS.
•The fact that a 10b5-1 Plan has been entered, modified or terminated should be publicly disclosed on in a periodic report for the fiscal quarter (or fiscal year in case of a Form 10-K) in which the 10b5-1 Plan was adopted, modified or terminated.
•For all directors and officers, no transaction may take place under a 10b5-1 Plan until the later of (a) 90 days after adoption or modification of the 10b5-1 Plan or
(b) two business days following disclosure of the Company’s financial results in a periodic report for the fiscal quarter (or fiscal year in case of a Form 10-K) in which the 10b5-1 Plan was adopted or modified (but in any event, the required cooling-off period is subject to a maximum of 120 days after adoption or modification of the 10b5-1 Plan).

For persons other than directors and officers, no transaction may take place under a 10b5-1 Plan until 30 days following the adoption or modification of a 10b5-1 Plan.

•Directors and officers must include a representation in the 10b5-1 Plan certifying that, on the date of adoption or modification of the plan (i) the person is not in possession of material non-public information about the Company or the Company’s securities and (ii) the person is adopting the 10b5-1 Plan in good faith and not as part of plan or scheme to evade the prohibitions of Rule 10b-5.
•Subject to certain limited exceptions approved by the Law Department, an individual may not enter into more than one 10b5-1 Plan at the same time.

4


•Subject to certain limited exceptions approved by the Law Department, an individual is limited to only one single-trade 10b5-1 Plan that is designed to effect an open market purchase or sale of the total amount of securities subject to the 10b5-1 Plan as a single transaction in any 12-month period.
•Material non-public information regarding ELS or its securities should not be shared with the 10b5-1 Plan broker or administrator.
•Form 4 and Form 144 filings with respect to trades under a 10b5-1 Plan must be made to the same extent as would be required if the trades were made outside the 10b5-1 Plan. It should be noted on such filings that the trades were made pursuant to a 10b5-1 Plan.

•Individuals must act in good faith with respect to a 10b5-1 Plan. A 10b5-1 Plan cannot be entered into as part of a plan or scheme to evade the prohibition of Rule 10b-5. Plan modifications and terminations should be kept to a minimum.

(e)Employees of the Company who violate this Policy shall also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s Equity Incentive Plan or termination of employment.
3.Other Trading Restrictions.

(a)Directors and officers (including their Family Members and entities that the individual controls) are prohibited from engaging in short sales (including buying puts or selling calls) or any other hedging transactions with respect to any equity securities of the Company held by them, which includes the purchase of any financial instrument (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) designed to hedge or offset any decrease in the market value of such equity securities.

(b)Under Section 16(b) of the Securities Exchange Act of 1934, directors and executive officers must pay the Company the amount by which the price of any sales of ELS shares exceeds the price of any purchases of ELS shares within any six-month period, regardless of the order of the sale and purchase. The grant of stock options and restricted stock awards by the Compensation Committee of our Board, as well as the exercise of stock options so granted, are generally exempt from Section 16(b).

(c)Directors and officers (including their Family Members and entities that the individual controls) are prohibited from engaging in pledging ELS stock, purchasing ELS stock on margin and borrowing against ELS stock in a margin account. Subject to Section 1 hereof and the following considerations, employees, other than directors and officers, will be allowed to pledge ELS stock, purchase ELS stock on margin and borrow against ELS stock in a margin account. You should be aware, however, that if you enter into any of these types of transactions, there could be a required sale of your stock (e.g., due to a margin call) during a period when trading otherwise would not be allowed by this Policy, and there are no exceptions under this Policy for such required sales.
5

(d)This Policy continues to apply to transactions in the Company’s securities even after termination of service to the Company. If an individual is in possession of material non-public information when his or her service terminates, that individual may not engage in securities transactions in violation of this Policy until that information has become public or is no longer material.

(e)From time to time, effective immediately upon notice or as otherwise provided by the Company, the Company may determine that other types of transactions, or all transactions, in the Company’s securities or securities of another company by Company personnel who has material non-public information shall be prohibited or shall be permitted only with the prior written consent of the Law Department.

4.Transactions Under Company Plans.

(a)Stock Option Exercises. The prohibitions on trading contained in this Policy do not apply to the exercise of an employee stock option acquired pursuant to the Company’s plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements, provided that, the exercise of stock options is not permitted during blackout periods. The restrictions contained in this Policy apply to your sale of ELS stock acquired upon the exercise of stock options.

(b)Restricted Stock. The prohibitions on trading contained in this Policy do not apply to your receipt of restricted stock, the vesting of such stock or to the exercise of a tax withholding right pursuant to which a person elects to have the Company withhold shares to satisfy tax withholding requirements upon the vesting of any restricted stock. This Policy does apply, however, to your sale of any vested ELS restricted stock issued to you.

(c)Employee Stock Purchase Plan. The prohibitions on trading contained in this Policy do not apply to purchases of ELS stock in the employee stock purchase plan resulting from your periodic contribution of money to the plan pursuant to the election you made at the time of your enrollment in the plan. The Policy does apply to your election to participate in the plan, or an election to increase or decrease your contributions, for any enrollment period and to your sale of ELS stock purchased pursuant to the plan.

(d)Dividend Reinvestment Plan. The prohibitions on trading contained in this Policy do not apply to purchases of ELS stock under ELS’ Dividend Reinvestment Plan resulting from your reinvestment of dividends paid on ELS stock. The Policy does apply, however, to your election to participate in the plan or increase your level of participation in the plan. The Policy also applies to your sale of any ELS stock purchased pursuant to the plan.

5.Rule 144 - Sales of Securities by Directors and Executive Officers.
Generally, directors and executive officers can sell ELS shares only in accordance with the requirements of Rule 144, which may include certain holding periods. The following rules apply to any sale of ELS securities under Rule 144:
6

•The Company must have filed all reports required to be filed under Section 13 of the Securities Exchange Act (i.e., annual reports on Form 10-K, quarterly reports on Form 10- Q, and current reports on Form 8-K) during the twelve months preceding the sale. Absent unusual circumstances, ELS would be in compliance with this requirement.
•The securities must be sold in unsolicited broker’s transactions or directly with a market maker. Brokers are under an obligation to make reasonable inquiries to ensure that Rule 144 is not being violated. A broker is therefore likely to request a Rule 144 representation letter and may also require certain representations from ELS. This may delay in some circumstances the entry of a sale order.
•The seller must file three copies of Form 144 with the SEC and one copy with the New York Stock Exchange at the time a sale order is placed with a broker, unless the number of securities sold or to be sold during any three (3) month period does not exceed 500 shares and the aggregate sales price does not exceed $10,000.
•The number of securities that can be sold in any three (3) month period is limited to the greater of (a) 1% of the outstanding securities of that class; or (b) the average weekly reported trading volume in securities of that class during the four calendar weeks preceding the filing of a Form 144, or if no Form 144 is required, the date of receipt of an order to execute the transaction by a broker or the date of execution of the transaction directly with a market maker. These volume limitations would ordinarily not present a problem for most holders of ELS securities.
6.Required Filings - Forms 3, 4 and 5.

(a)Directors and executive officers must file a Form 3 with the SEC when they first become an executive officer or director, a Form 4 when they buy or sell ELS shares, and in certain instances a Form 5 after each calendar year. Form 4’s must be filed with the SEC before the end of the second business day following the transaction. Form 5’s must be filed within 45 days of ELS’ fiscal year end. Additionally, copies of Form 4’s and 5’s must be forwarded to the New York Stock Exchange. You should promptly advise the Law Department of any sales or purchases so that arrangements can be made for the preparation of the necessary forms.

(b)Note that ELS is required to identify in its Proxy Statement any director or executive officer who has failed to make a timely filing with the SEC and the number of late or missed reports.


Approved by the Compensation, Nominating and Corporate Governance Committee on October 29, 2024.

Approved by the Board of Directors on October 29, 2024.
7

ACKNOWLEDGEMENT AND CERTIFICATION

I have received and reviewed the Policy on Securities Trading (this “Policy”) adopted by Equity LifeStyle Properties, Inc. I understand that I am bound by this Policy.

Please return this acknowledgment to the Human Resources Department. Dated:     
Printed Name:     
Signature:    
8
EX-21 6 exhibit21-subsidiariesofre.htm EX-21 Document
Exhibit 21
Equity LifeStyle Properties, Inc.
Subsidiaries of Registrant

State of Incorporated or Organization
MHC Operating Limited Partnership Illinois
Realty Systems, Inc. Delaware
MHC T1000 Trust Maryland
MHC Calco Trust Maryland


EX-23 7 exhibit23-consentofauditor.htm EX-23 Document
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statement (Form S-8 No. 333-197791) pertaining to the Equity LifeStyle Properties, Inc. 2014 Equity Incentive Plan,
(2)Registration Statement (Form S-8 No. 333-28469) pertaining to the Employees’ Savings Plan of Equity LifeStyle Properties, Inc.,
(3)Registration Statement (Form S-8 No. 333-279025) pertaining to the Employees’ Savings Plan of Equity LifeStyle Properties, Inc. 2024 Equity Incentive Plan,
(4)Registration Statement (Form S-3 No. 333-90813) of Equity LifeStyle Properties, Inc.,
(5)Registration Statement (Form S-3 No. 333-65515) of Equity LifeStyle Properties, Inc.,
(6)Registration Statement (Form S-3 No. 333-25297) of Equity LifeStyle Properties, Inc.,
(7)Registration Statement (Form S-3 No. 333-125850) of Equity LifeStyle Properties, Inc., and
(8)Registration Statement (Form S-3 No. 333-277426) of Equity LifeStyle Properties, Inc.

of our reports dated February 24, 2025 with respect to the consolidated financial statements and schedule of Equity LifeStyle Properties, Inc., and the effectiveness of internal control over financing reporting of Equity LifeStyle Properties, Inc., included in this Annual Report (Form 10-K) of Equity LifeStyle Properties, Inc. for the year ended December 31, 2024.


/s/ Ernst & Young LLP


Chicago, Illinois
February 24, 2025
EX-31.1 8 exhibit311-certificationof.htm EX-31.1 Document
Exhibit 31.1
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Paul Seavey certify that:
1.    I have reviewed this annual report on Form 10-K of Equity LifeStyle Properties, Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 24, 2025
 By: /s/ Paul Seavey
Paul Seavey
Executive Vice President and Chief Financial Officer


EX-31.2 9 exhibit312-certificationof.htm EX-31.2 Document
Exhibit 31.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Marguerite Nader, certify that:
1.    I have reviewed this annual report on Form 10-K of Equity LifeStyle Properties, Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 24, 2025
 By: /s/ Marguerite Nader        
Marguerite Nader
President and Chief Executive Officer


EX-32.1 10 exhibit321-certificationof.htm EX-32.1 Document
Exhibit 32.1
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Annual Report on Form 10-K of Equity LifeStyle Properties, Inc. for the year ended December 31, 2024 (the “Annual Report”), I, Paul Seavey, Executive Vice President and Chief Financial Officer of Equity LifeStyle Properties, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.    the Annual Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.    the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Equity LifeStyle Properties, Inc.
Date: February 24, 2025 By: /s/ Paul Seavey            
Paul Seavey
Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to
Equity LifeStyle Properties, Inc. and will be retained by Equity LifeStyle Properties, Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.
EX-32.2 11 exhibit322-certificationof.htm EX-32.2 Document
Exhibit 32.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Annual Report on Form 10-K of Equity LifeStyle Properties, Inc. for the year ended December 31, 2024 (the “Annual Report”), I, Marguerite Nader, President and Chief Executive Officer of Equity LifeStyle Properties, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.    the Annual Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.    the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Equity LifeStyle Properties, Inc.
Date: February 24, 2025
 By: /s/ Marguerite Nader            
Marguerite Nader
President and Chief Executive Officer



A signed original of this written statement required by Section 906 has been provided to
Equity LifeStyle Properties, Inc. and will be retained by Equity LifeStyle Properties, Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.