ELS 10-K & 10-Q changes, risk factors and insider trading

•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 investmentinvestment, as well as the impact of those on U.S. and Canadian relations and customer sentiment, which may influence decisions to visit our Properties or continue tenancy;

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,industry has experienced worldwideand may at times experience supply chain disruptionsdisruptions, duewhich tomay a multitude of factors that are beyondimpact our control. As a result, we may be unableability to complete our development or redevelopment projects timely and/or within our budget, and 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.

Selling and renting manufactured 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:

We currently acquire, and may continue to acquireacquire, 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:

At timestimes, 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'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.

While we maintain and promote safety at our Properties, there are inherent risks associated with certain features, assets and activities at our communities.Properties. An accident, injury or disease outbreak at any of our communities,Properties, 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 communitiesProperties could also cause damage to our brand or reputation, lead to loss of consumer confidence in us, reduce occupancy at our communitiesProperties and negatively impact our results of operations.

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. 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'smanagement’s and our Directors'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.

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,Properties, operations and business. If there are prolonged disruptions at our propertiesProperties due to extreme weather or natural disasters, our results of operations and financial condition could be materially adversely affected. Our propertiesProperties 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 impactimpacts 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.

Our business is subject to risks normally associated with debt financing. The total principal amount of our outstanding indebtedness was approximately $3,229.7$3,345.9 million as of December 31, 2024,2025, of which $77.0$105.0 million, or 2.38%,3.14%, is related to our line of credit and $87.6 million of secured debt, or 2.71%, matures in 2025.credit. Our substantial indebtedness and the cash flows associated with serving our indebtedness could have important consequences, including the risks that:

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. These provisions include a classified board; two-thirds vote to remove a directorDirector; that the number of directorsDirectors 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 directorDirector appointed to fill the vacancy serves for the remainder of the full term of the class of directorDirector 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 directorDirector 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.

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,factors, including conditions in the capital markets generally and the market'smarket’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'stockholders’ interests and additional debt financing may substantially increase our leverage.

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. The Board of Directors, upon receipt of a ruling from the IRS,Internal Revenue Service (“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'sstockholder’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'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.

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'scounsel’s analysis of various facts and circumstances, our ability to qualify as a REIT could be adversely affected.

Furthermore, we own a direct interest in a subsidiary REITREIT, 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.

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, 2026.2017. 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.

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'spartner’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.

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'sCompany’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.

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 eitherany case,of these cases, there could be an adverse affecteffect 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.

Our current property and casualty insurance policies with respect to our MH and RV Properties, which we plan to renew, expireexpires on April 1, 2025.2026. 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, 2025,2026, and the property insurance program, which we plan to renew, expires on April 1, 2025.2026. 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 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'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 (directly or through third-party vendors) 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 our business strategy, results of operations, or financial condition. 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 business strategy, results of operation or 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.

20242025 AccomplishmentsHighlights

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.

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.statistics. Approximately two-thirdshalf of these rental agreements are subject to a CPI floor of approximately 3.0%2.0% to 5.0%.6.0%.

State and local rent control regulations or rent-regulating governmental bodies affect 2833 wholly-owned Properties, including 14 of our 47 California Properties, our 1 Connecticut Property, 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 PropertiesProperties, 1 of our 14 Washington Properties, and 36 of our 11 Oregon Properties. These rent control regulations govern rent increases and generally permit us to increase rates by either a defined percentage or a percentage of the increase in the national, regional or local CPI, depending on the rent control ordinance.ordinance, Thesewhich rateCPI-based increases generally range from 60.0% to 100.0% of CPI with certain limits depending on the jurisdiction.

(2)IncludesJoint ventures have approximately 2,0002,400 MH and RV annual Sites and 1,8001,500 transient Sites.

Membership Sites are primarily utilized to service approximately 113,600108,700 annual subscription members, including 21,50020,700 free trial members added through our RV dealer program. The majority of the remaining 92,10088,000 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 2024,2025, a TTC membership for a single geographic region required an annual payment of $725.$755. In addition, members are eligible to upgrade their subscriptions.subscriptions, Awhich increase usage rights during the membership upgradeterm. mayBeginning offerin (1)the increasedfirst lengthquarter of consecutive2025, stay;we (2)introduced subscription-based upgrade products with two- to four-year terms. Prior to the abilityintroduction toof makesubscription-based earlierupgrade advance reservations; (3) discounts on rental accommodations and (4) access to additional properties, including non-membership recreational vehicle ("RV") properties. Certainproducts, membership upgrades requirerequired non-refundable upfront payments. Members who purchased an upgrade with a non-refundable upfront payment,payment and remain in good standing are entitled to enhanced benefits for whichas welong offeras financingthey optionschoose to eligibleremain customers.in Asthe 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.program.

For the year ended December 31, 2024,2025, property operating revenues in our Core Portfolio,Portfolio increased 4.8%3.2% and property operating expenses in our Core Portfolio, excluding property management, increased 2.6%,1.0% from the year ended December 31, 2023,2024, resulting in increased income from property operations, excluding property management, of 6.5%.4.8%.

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. OurOn a weighted average basis, our Core Portfolio was comprised of approximately 92% homeowners and 3% renters, and our average aggregate occupancy in our MH communities was approximately 94% and 95% for both the years ended December 31, 20242025 and December 31, 2023.2024, respectively. For the year ended December 31, 2024,2025, our Core Portfolio occupancy increaseddecreased by 38279 sitessites, withwhich included an increase in homeownerrental occupancy of 379190 sites and a decrease in rentalhomeowner occupancy of 341.469 sites. The decrease of 279 sites was primarily driven by hurricane activity in late 2024. During the year ended December 31, 2025, we also added 362 expansion sites in the Core Portfolio. In addition to maintaining occupancy, we have experienced rental rate increases during the year ended December 31, 2024,2025, which contributed to a growth of 6.1%5.5% in Core MH base rental income compared to the same period in 2023.2024.

We continue to experience agenerate stable revenue from our Thousand Trails membership base within our Thousand Trails portfolio. For the year ended December 31, 2024,2025, annual membership subscriptions revenue increased 0.8%5.1% over the same period in 2023.2024. During the year ended December 31, 2024,2025, we sold 19,53917,150 TTC memberships and activated 23,55223,002 TTC memberships through our RV dealer program.

Demand for our homes and communities is strong, as evidenced by factors including our high occupancy levels. Additionally, we closed 439 new home sales during the year ended December 31, 2025 compared to 756 new home sales during the year ended December 31, 2024 compared to 905 new home sales during the year ended December 31, 2023.2024. Our strategy of converting existing residents to home buyers continues to be successful, with approximately 25%20% of our home sales during the year ended December 31, 20232025 coming from individuals who already reside in our communities as an existing renters or homeowners.

The following table identifies our largest markets by number of Sites and provides information regarding our Properties (excluding sixteen18 Properties owned through our Joint Ventures).

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,revenue, 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,Properties, excluding items that are not directly related to the operation of the properties.Properties. For comparative purposes, we present bad debt expense within Insurance and other in the current and prior periods. We believe that this Non-GAAP financial measure is helpful to investors and analysts as a measure of the operating results of our properties.Properties.

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. Normalized FFO presented herein is not necessarily comparable to Normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same methodology for computing this amount.

(43)Represents anexpenses increaseof in$0.9 million related to non-operating legal expenses during the year ended December 31, 2025 and Other income of $6.8 million related to aged prepaid balances that were determined to no longer be liabilities.liabilities recognized during the year ended December 31, 2024. 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.Policies.

(23) Membership upgrade sales revenue is net of deferrals of $15.1$10.3 million and $21.0$15.1 million for the years ended December 31, 20242025 and 2023,2024, respectively.

Total portfolioPortfolio incomeIncome from property operations for 2024the year ended December 31, 2025 increased $40.1$30.1 million, or 5.9%,4.2%, from 2023,the same period in 2024, driven by an increase of $46.2$35.3 million, or 7.0%,5.0%, from our Core Portfolio, partially offset by a decrease of $6.1$5.2 million from our Non-Core Portfolio. The increase in incomeIncome from property operations from our Core Portfolio was primarily due to higher propertyProperty operating revenues, primarily in MH base rental income and RV and marina base rental income, as well as utilityUtility and other income, partially offset by an increase in propertyProperty operating expenses, excluding property management. The decrease in incomeIncome from property operations from our Non-Core Portfolio was primarily attributed to higherCalifornia business interruptionflood insurance proceeds received induring 2023the relatedyear toended HurricaneDecember Ian and lower property operating income in31, 2024.

MH base rental income in our Core Portfolio for 2024the year ended December 31, 2025 increased $40.9$39.2 million, or 6.1%,5.5%, from 2023,the same period in 2024, which was primarily due to growth fromin rate increases of 5.9%.5.8% offset by a 0.3% decline in occupancy. The average monthly MH base rental income per Site in our Core portfolio increased to approximately $858$908 induring 2024the year ended December 31, 2025 from approximately $810$858 during the same period in 2023.2024. The average occupancy in our Core Portfolio was approximately 94.9% in both 202494.3% and 2023.94.9% during the years ended December 31, 2025 and 2024, respectively.

Utility and other income in our Core Portfolio for 2024the year ended December 31, 2025 increased $8.7$4.5 million, or 7.2%,3.4%, from 2023.the same period in 2024. The increase was primarily due to higher utility income of $5.1$4.6 million,million and pass-through income of $2.8 million and insurance proceeds of $1.2$2.0 million, partially offset by a decrease in otherinsurance property incomeproceeds of $0.4$2.2 million. Utility income increased mainlyprimarily due to higher trashtrash, water, sewer and sewercable incomerecovery inincome, allpartially regions.offset by lower electric recovery income. The increase in pass-through income was due to increases in real estate tax pass-throughs to customers in Florida. The increasedecrease in insurance proceeds was primarily due to California flood insurance proceeds received induring the year ended December 31, 2024. The utility recovery rate (utility income divided by utility expenses) for the years ended December 31, 2025 and 2024 were approximately 49% and 47%, respectively.

Gross revenue from new home sales decreased $22.1$28.8 million and Cost of new home sales decreased $20.7$22.3 million during the year ended December 31, 2024,2025, compared to the year ended December 31, 2023,2024, driven by an overall normalization in demand, primarily in the South and West regions, disruption in demand due to ahurricane decreaseevents inand thetiming numberof supply of new homes sold.homes.

(1)Consists of Site rental income and home rental income. Approximately $21.0$21.6 million and $24.1$21.0 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.table for the years ended December 31, 2025 and 2024, respectively. The remainder of home rental income is included in rental home income in our Core Portfolio Income from Property Operations table.

Total other income and expenses, net for the year ended December 31, 2025 decreased $4.3$3.2 millionmillion, inor 20240.9%, compared to 2023,the same period in 2024, primarily due to lower GeneralInterest and administrativerelated expensesamortization and higherEarly otherdebt items,retirement costs, partially offset by highera earlydecrease debtin retirementincome costsfrom andOther interest and related amortization expenses.items. The decrease in GeneralInterest and administrativerelated expensesamortization was primarily due to accelerateda vestingdecrease in interest expense as a result of stock-basedloan compensationpayoffs expenseand inprincipal 2023.payments. The increase in Other items was due to aged prepaid balances that were determined to no longer be liabilities. The increasedecrease 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 increasedecrease in Interestincome andfrom relatedOther amortizationitems iswas due to higheraged interestprepaid ratesbalances that were determined to no longer be liabilities in 2024 compared to 2023.2024.

Casualty relatedCasualty-related charges/(recoveries), net

Gain/(Loss) on sale of real estate and impairment, net was $1.1 million lower duringfor the year ended December 31, 2024,2025 was $3.4 million higher compared to the yearsame endedperiod Decemberin 31,2024, 2023,primarily due to a higher reductiongain of $1.4 million from the carryingdisposition valueof two properties and lower write down of certain assets, as a resultassets of property$2.0 damagemillion causedcompared byto weather events in 2023.2024.

Equity in income/(loss) of unconsolidated joint ventures

Equity in income/(loss) of unconsolidated joint ventures was $3.5 million higher duringfor the year ended December 31, 2024,2025 was $0.3 million higher compared to the yearsame endedperiod Decemberin 31, 2023,2024, primarily due to aincreases distributionin fromnet anincome at certain of our unconsolidated joint venture that refinanced a secured loan and distributed proceeds, of which $5.2 million exceeded our basis in the joint venture.ventures.

Income tax benefit duringfor the year ended December 31, 20242025 decreasedwas $2.9 million higher compared to yearthe endedsame Decemberperiod 31,in 2023,2024, primarily due to thenet release of the full valuation allowance of $10.5 millionloss related to our taxable REIT subsidiaries deferred tax assets in 2023.subsidiaries.

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.securities, including issuances under our at-the-market (“ATM”) equity offering program.

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 MarchJune 31,30, 2026, we owned or had an ownership interest in a portfolio of 453 Properties located throughout the United States and Canada containing 173,419173,559 individual developed areas (“Sites”). These Properties are located in 35 states and British Columbia.

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/(loss) of unconsolidated joint ventures onin the Consolidated Statements of Income and Comprehensive Income.

For the quarter ended MarchJune 31,30, 2026, property operating revenues in our Core Portfolio increased 3.7%4.9% and property operating expenses in our Core Portfolio, excluding property management, increased 1.8%2.9% from the same period in 2025, resulting in increased Income from property operations, excluding property management, of 4.9%.6.5%.

While we continue to focus on increasing the number of manufactured homeowners in our Core Portfolio, we also believe that 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. Our Core Portfolio average occupancy includes both homeowners and renters in our MH communities and was 93.8% for the quarter ended MarchJune 31,30, 2026, 94.4%94.3% for the quarter ended MarchJune 31,30, 2025 and 94.0% for the quarter ended December 31, 2025. The decline in average occupancy compared to the quarter ended MarchJune 31,30, 2025 was primarily driven by 362503 expansion sites that were added since MarchJune 31,30, 2025. During the quarter ended MarchJune 31,30, 2026, our Core Portfolio occupancy increased by 5413 sites, which included increases in rental occupancy of 2411 sites and homeowner occupancy of 302 sites compared to DecemberMarch 31, 2025.2026. As of MarchJune 31,30, 2026, we had 2,1352,146 occupied rental homes in our Core MH communities.

RV and marina base rental income in our Core Portfolio decreasedincreased 1.4%1.8% for the quarter ended MarchJune 31,30, 2026, compared to the same period in 2025, due to an increase in Core Annual RV and marina base rental income of 4.2%,5.4%, offset by decreases in Core Seasonal and Transient RV and marina base rental income of 14.8%11.2% and 6.9%,8.9%, respectively. The increase in Core Annual RV and marina base rental income was driven by a 5.1%5.3% increase in rate,rate offset byand a 0.9%0.1% declinegain in occupancy since the quarter ended MarchJune 31,30, 2025. The decreases in Core Seasonal and Transient RV and marina base rental income were drivenprimarily bydue ato moderationlower in demand driven in part by the loss of Canadian guests.occupancy.

We closed 8798 new home sales during the quarter ended MarchJune 31,30, 2026 compared to 117 new home sales during the quarter ended MarchJune 31,30, 2025. The decrease in new home sales during the quarter ended March 31, 2026 was driven by timing of supply of new homes resulting in fewer homes being sold this quarter as compared to the quarter ended March 31, 2025.

Our gross investment in real estate increased $55.6$234.3 million to $8,234.3$8,413.0 million as of MarchJune 31,30, 2026 from $8,178.7 million as of December 31, 2025, primarily due to the consolidation of our investments in certain RVC joint ventures of $103.3 million and capital improvements during the quartersix months ended MarchJune 31,30, 2026.

The following chart lists the Properties acquired from January 1, 2025 through MarchJune 31,30, 2026 and Sites added through expansion opportunities at our existing Properties:

Our Core Portfolio consists of our Properties owned and operated during all of 2025 and 2026. 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 2025 and 2026, including six Properties in Florida impacted by Hurricane Ian andIan, two Properties in California that were impacted by storm and flooding events.events and seven acquired RVC properties.

(1)Represents expenses of $1.1$0.9 million and $2.0 million related to non-operating legal expenses during the quarter and six months ended MarchJune 31,30, 2026.2026, respectively.

This section discusses the comparison of our results of operations for the quarters and six months ended MarchJune 31,30, 2026 and 2025 and our operating activities, investing activities and financing activities for the six months ended June 30, 2026 and 2025. 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 2025 and 2026. Our Non-Core Portfolio includes all Properties that were not owned and operated during all of 2025 and 2026, 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 quarters and six months ended MarchJune 31,30, 2025 and MarchJune 31,30, 2024 and discussion of our operating activities, investing activities and financing activities for the quarterssix months ended MarchJune 31,30, 2025 and MarchJune 31,30, 2024, refer to Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Quarterly Report on Form 10-Q for the fiscal quarter ended MarchJune 31,30, 2025, filed with the SEC on AprilJuly 30,29, 2025.

Comparison of the Quarter Ended MarchJune 31,30, 2026 to the Quarter Ended MarchJune 31,30, 2025

(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 onin 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 onin the Consolidated Statements of Income and Comprehensive Income is bad debt expense, which is presented in Insurance and other in this table.

Total Portfolio income from property operations for the quarter ended MarchJune 31,30, 2026 increased $11.3$11.8 million, or 5.7%,6.7%, from the same period in 2025 driven by an increaseincreases of $12.3$11.5 million, or 6.4%,6.6%, from our Core Portfolio,Portfolio offsetand by a decrease of $1.0$0.3 million from our Non-Core Portfolio.

MH base rental income in our Core Portfolio for the quarter ended MarchJune 31,30, 2026 increased $10.6$10.7 million, or 5.7%,5.8%, from the same period in 2025, which reflects 5.9%5.8% growth from rate increases. The average monthly MH base rental income per Site in our Core Portfolio increased to approximately $948$956 for the quarter ended MarchJune 31,30, 2026 from approximately $895$904 for the quarter ended MarchJune 31,30, 2025.

RV and marina base rental income in our Core Portfolio for the quarter ended MarchJune 31,30, 2026 decreasedincreased $1.6$1.9 million, or 1.4%,1.8%, from the same period in 2025 due to an increase in Core Annual RV and marina base rental income of 4.2%,5.4%, offset by decreases in Core Seasonal and Transient RV and marina base rental income of 14.8%11.2% and 6.9%,8.9%, respectively. The decreasesincrease in Core SeasonalAnnual RV and marina base rental income was driven by an increase in rate of 5.3%. The decrease in Core Transient RV and marina base rental income werewas primarily due to softerlower demand drivenoccupancy in partthe bySouth, aPacific lossWest ofand CanadianCentral customers.regions.

Utility and other income in our Core Portfolio for the quarter ended MarchJune 31,30, 2026 increased $1.8$2.2 million, or 5.4%,6.6%, from the same period in 2025. The increase was primarily due to increases of $1.4$1.8 million and $0.3$0.4 million in utility income and pass-through income, respectively. The increase in utility income was driven by higher expenses driving additional recovery primarily in sewer, trash,electric, watertrash and cable recovery income.water. The utility recovery rate (utility income divided by utility expenses) for the quarters ended MarchJune 31,30, 2026 and 2025 were approximately 50%50.5% and 48%,48.8%, respectively. The increase in pass-through income was primarily driven by increases in real estate tax pass-throughs to customers in Florida.

Property operating expenses, excluding property management, in our Core Portfolio for the quarter ended MarchJune 31,30, 2026 increased $2.5$4.3 million, or 1.8%,2.9%, from the same period in 2025, driven by increases in Utility expense of $2.2 million and Repairs and maintenance of $1.4 million, Utility expense of $0.7 million and Real estate taxes of $0.4 million. The increase in Repairs and maintenance was primarily driven by higher extraordinary repair and maintenance, lawn and common area maintenance expenses and contract repairs, partially offset by lowera securitydecrease guardin expenses.Insurance and other of $0.5 million. The increase in Utility expense was due to increases in trash,sewer, water and sewertrash expenses. The increase in Repair and maintenance expense was due to increases in extraordinary repair and maintenance expense, partiallylawn offsetand bycommon area maintenance expense and pool expense. The decrease in Insurance and other was due primarily to a decrease in electricinsurance expense.expense Theas increasea inresult Real estate taxes was primarily due to an increase in real estate taxes inof our FloridaApril portfolio.1, 2026 property and casualty insurance renewal.

Gross revenues from newbrokered homeresales salesand decreasedancillary $1.7 millionservices and Cost of newbrokered homeresales salesand decreasedancillary services increased by $0.5 million and $0.6 millionmillion, respectively, during the quarter ended MarchJune 31,30, 2026 compared to the quarter ended MarchJune 31,30, 20252025. asThe aincreases were the result of ahigher changerevenue inand overallcost of sales mix, resulting in a higher percentage of lower priced homes being sold during the quarter ended March 31, 2026 as comparedrelated to theancillary sameservices periodoffered inat 2025.our Properties.

(1)Consists of Site rental income and home rental income. Approximately $6.0 million and $5.0$5.2 million of Site rental income is included in MH base rental income in the Core Portfolio Income from Property Operations table for the quarters ended MarchJune 31,30, 2026 and 2025, respectively. The remainder of home rental income is included in rental home income in our Core Portfolio Income from Property Operations table.

Rental operations revenues were $1.3$1.2 million, or 15.8%,13.4%, higher during the quarter ended MarchJune 31,30, 2026 compared to the same period in 2025 primarily due to a 12.1%8.9% growth in occupancy and a 3.7%4.5% growth in rate.

Total other income and expenses, net decreased $6.2$2.2 million, or 7.0%,2.4%, for the quarter ended MarchJune 31,30, 2026 compared to the same period in 2025 primarily due to higher Interest and related amortization, DepreciationOther and amortizationexpenses, and General and administrativeadministrative, expense.partially offset by an increase in Income from other investments, net.

Equity in income/(loss) of unconsolidated joint ventures was $5.8$0.7 million lowerhigher during the quarter ended MarchJune 31,30, 2026 compared to the same period in 2025, primarily2025 due to a distribution from an unconsolidatedhigher joint venture that refinanced a secured loanincome and distributedlower proceedsdepreciation inon 2025.joint ventures.