[8-K] EQUITY LIFESTYLE PROPERTIES INC Reports Material Event

Rhea-AI Filing Summary

Equity LifeStyle Properties (ELS) furnished an 8-K announcing it issued a news release with results for the quarter and nine months ended September 30, 2025, along with fourth quarter and full-year 2025 earnings guidance assumptions and preliminary 2026 rent rate growth assumptions. The release was furnished as Exhibit 99.1 and posted on the company’s website on October 22, 2025. The furnished information is not deemed “filed” for liability purposes under the Exchange Act.

ELS describes itself as a fully integrated REIT headquartered in Chicago. As of September 30, 2025, it owned or had an interest in 455 properties comprising 173,341 sites, predominantly in the United States.

Insights

REIT Analyst

Furnished Q3 results and guidance; key metrics in Exhibit 99.1 drive outlook, not included here.

**Equity LifeStyle Properties** furnished an Item 2.02 8-K on October 22, 2025, providing Q3 and nine-month results, Q4 and full-year 2025 guidance assumptions, and preliminary 2026 rent rate growth assumptions via Exhibit 99.1. The disclosure emphasizes guidance for Net Income, FFO, and Normalized FFO per share, and includes standard safe harbor language. The company reports ownership or interests in **455 properties** and **173,341 sites** as of September 30, 2025.

The 8-K is explicitly “furnished,” not “filed,” limiting Section 18 liability, which is common for earnings releases. The forward-looking statements outline dependencies: mix of site usage, yield management on short-term resort and marina sites, scheduled rate increases across communities/resorts/marinas and memberships, occupancy changes, expense control in inflationary conditions, interest rate effects on debt service, acquisition integration, execution on expansions, seasonal labor availability, legal costs, storm recovery costs, and potential internal control weaknesses.

Focus items in Exhibit 99.1 include FFO and Normalized FFO per share guidance for Q4 and full-year 2025, preliminary 2026 rent rate growth assumptions, and any commentary on occupancy and rate initiatives. Watch for updates tied to Q4 2025 performance and any revisions to preliminary 2026 rent growth as budgets finalize.

EQUITY LIFESTYLE PROPERTIES INC0000895417false00008954172025-10-222025-10-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2025

EQUITY LIFESTYLE PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland

1-11718

36-3857664

(State or other jurisdiction of incorporation)

(Commission File No.)

(IRS Employer Identification Number)

Two North Riverside Plaza

Chicago,

Illinois

60606

(Address of Principal Executive Offices)

(Zip Code)

(312) 279-1400

(Registrant’s telephone number, including area code)

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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. ☐

Item 2.02    Results of Operations and Financial Condition

On October 22, 2025, Equity LifeStyle Properties, Inc. (referred to herein as “we,” “us,” and “our”) issued a news release announcing our results of operations for the quarter and nine months ended September 30, 2025, our fourth quarter and full year 2025 earnings guidance assumptions and our preliminary 2026 rent rate growth assumptions.

The news release is furnished as Exhibit 99.1 to this report on Form 8-K. The news release was also posted on our website, www.equitylifestyleproperties.com, on October 22, 2025.

In accordance with General Instruction B.2. of Form 8-K, the information included in Items 2.02 and 9.01 of this report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any registration statement filed by us under the Securities Act of 1933, as amended.

    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,” “guidance,” “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. Forward-looking statements, including our guidance concerning Net Income, FFO and Normalized FFO per share data, and certain growth rates, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to 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, which include, but are not limited to the following: (i) the mix of site usage within the portfolio; (ii) yield management on our short-term resort and marina sites; (iii) scheduled or implemented rate increases on community, resort and marina sites; (iv) scheduled or implemented rate increases in annual payments under membership subscriptions; (v) occupancy changes; (vi) our ability to attract and retain membership customers; (vii) change in customer demand regarding travel and outdoor vacation destinations; (viii) our ability to manage expenses in an inflationary environment, including the impact of changes in tariffs, as well as costs associated with supply chain disruptions; (ix) changes in debt service and interest rates; (x) our ability to integrate and operate recent acquisitions in accordance with our estimates; (xi) our ability to execute expansion/development opportunities in the face of changes impacting the supply chain or labor markets; (xii) completion of pending transactions in their entirety and on assumed schedule; (xiii) our ability to attract and retain property employees, particularly seasonal employees; (xiv) ongoing legal matters and related fees; (xv) costs to clean up and restore property operations and potential revenue losses following storms or other unplanned events; and (xvi) the potential impact of material weaknesses, if any, in our internal control over financial reporting.

    For further information on these and other factors that could impact us and the statements contained herein, refer to our filings with the Securities and Exchange Commission, including the “Risk Factors” and “Forward-Looking Statements” sections in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q.

    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.

    We are a fully integrated owner of lifestyle-oriented properties and own or have an interest in 455 properties located predominantly in the United States consisting of 173,341 sites as of September 30, 2025. We are a self-administered, self-managed, real estate investment trust with headquarters in Chicago.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

The information contained in the attached exhibit is unaudited and should be read in conjunction with the Registrant’s annual and quarterly reports filed with the Securities and Exchange Commission.

99.1 Equity LifeStyle Properties, Inc. press release dated October 22, 2025, “ELS Reports Third Quarter Results”

104 Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						EQUITY LIFESTYLE PROPERTIES, INC.
Date: October 23, 2025						By: /s/ Paul Seavey
						Paul Seavey
						Executive Vice President and Chief Financial Officer

FAQ

What did ELS (NYSE: ELS) announce in this 8-K?

ELS furnished a press release with Q3 and nine-month 2025 results, Q4/FY2025 guidance assumptions, and preliminary 2026 rent rate growth assumptions.

Where can I find ELS’s Q3 2025 press release?

It is furnished as Exhibit 99.1 to the 8-K and was posted on www.equitylifestyleproperties.com on October 22, 2025.

Did ELS provide earnings guidance?

Yes. The company provided fourth quarter and full-year 2025 earnings guidance assumptions.

Did ELS disclose any 2026 outlook items?

Yes. The company shared preliminary 2026 rent rate growth assumptions.

Is the 8-K information considered filed with the SEC?

No. Under General Instruction B.2, Items 2.02 and 9.01 (including Exhibit 99.1) are furnished and not deemed “filed.”

How large is ELS’s property portfolio as of September 30, 2025?

ELS owns or has an interest in 455 properties with 173,341 sites, predominantly in the U.S.

What exhibit contains ELS’s Q3 2025 results release?

Exhibit 99.1 titled “ELS Reports Third Quarter Results.”