Equity Lifestyle Properties (ELS) COO reports new restricted stock awards

Rhea-AI Filing Summary

Equity Lifestyle Properties President & COO Patrick Waite reported multiple stock transactions dated February 3, 2026. Several entries coded “F” show shares of common stock withheld at $63.20 per share to cover tax liabilities on vesting restricted shares.

Waite received two restricted stock awards of 23,680 and 7,804 common shares at $64.07 per share. Footnotes describe vesting based on continued service and performance conditions, with installments scheduled in 2027, 2028 and 2029. The filing also records zero‑price transfers between his direct holdings and the Patrick J. Waite Declaration of Trust, plus indirect holdings of 66,908 shares through the Ann Christine Bihrle Declaration of Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Waite Patrick

(Last) (First) (Middle)

C/O EQUITY LIFESTYLE PROPERTIES, INC.

TWO NORTH RIVERSIDE PLAZA, SUITE 800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EQUITY LIFESTYLE PROPERTIES INC [ ELS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01	02/03/2026		F(1)		1,074	D	$63.2	105,334	D
Common Stock, par value $.01	02/03/2026		F(1)		968	D	$63.2	104,366	D
Common Stock, par value $.01	02/03/2026		F(1)		1,047	D	$63.2	103,319	D
Common Stock, par value $.01	02/03/2026		F(1)		1,357	D	$63.2	101,962	D
Common Stock, par value $.01	02/03/2026		F(1)		1,113	D	$63.2	100,849	D
Common Stock, par value $.01	02/03/2026		F(1)		1,683	D	$63.2	99,166	D
Common Stock, par value $.01	02/03/2026		G	V	2,230	D	$0	96,936	D
Common Stock, par value $.01	02/03/2026		G	V	2,230	A	$0	64,800	I	By Patrick J. Waite Declaration of Trust
Common Stock, par value $.01	02/03/2026		G	V	2,335	D	$0	94,601	D
Common Stock, par value $.01	02/03/2026		G	V	2,335	A	$0	67,135	I	By Patrick J. Waite Declaration of Trust
Common Stock, par value $.01	02/03/2026		G	V	2,525	D	$0	92,076	D
Common Stock, par value $.01	02/03/2026		G	V	2,525	A	$0	69,660	I	By Patrick J. Waite Declaration of Trust
Common Stock, par value $.01	02/03/2026		G	V	2,215	D	$0	89,861	D
Common Stock, par value $.01	02/03/2026		G	V	2,215	A	$0	71,875	I	By Patrick J. Waite Declaration of Trust
Common Stock, par value $.01	02/03/2026		G	V	2,684	D	$0	87,177	D
Common Stock, par value $.01	02/03/2026		G	V	2,684	A	$0	74,559	I	By Patrick J. Waite Declaration of Trust
Common Stock, par value $.01	02/03/2026		G	V	2,114	D	$0	85,063	D
Common Stock, par value $.01	02/03/2026		G	V	2,114	A	$0	76,673	I	By Patrick J. Waite Declaration of Trust
Common Stock, par value $.01	02/03/2026		A(2)		23,680	A	$64.07	108,743	D
Common Stock, par value $.01	02/03/2026		A(3)		7,804	A	$64.07	116,547	D
Common Stock, par value $.01								66,908	I	By Ann Christine Bihrle Declaration of Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the withholding of shares for the payment of tax liablity incurred upon vesting of restricted shares.

2. Restricted stock award, one-half of the award will vest in equal annual installments, subject to satisfaction of the service requirement, on February 2, 2027, February 1, 2028 and February 6, 2029; and one-half of the award will be subject to performance-based vesting conditions and will vest in equal annual installments, subject to satisfaction of such performance-based conditions and the service requirement, on February 2, 2027, February 1, 2028 and February 6, 2029.

3. Restricted stock award, one-half of the award will vest, subject to satisfaction of the service requirement, on February 2, 2027, and one-half of the award will be subject to performance-based vesting conditions and will vest, subject to satisfaction of such performance-based conditions and the service requirement, on February 2, 2027.

Remarks:

	Jennifer Krebs by Power of Attorney for Patrick Waite	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did ELS President & COO Patrick Waite report?

Patrick Waite reported tax withholdings, transfers, and new awards. The Form 4 shows multiple F-code tax-withholding transactions, G-code transfers between direct holdings and a trust, and two restricted stock awards of 23,680 and 7,804 common shares at prices around $64 per share.

How many restricted ELS shares were granted to Patrick Waite on February 3, 2026?

Two restricted stock awards were granted to Patrick Waite. One award covered 23,680 common shares and another 7,804 shares, each at a price of $64.07 per share, with vesting tied to continued service and performance-based conditions over future years.

What do the F-coded transactions in Patrick Waite’s ELS Form 4 mean?

F-coded transactions reflect tax withholding on vesting restricted shares. The filing explains these entries represent shares of Equity Lifestyle Properties common stock withheld at $63.20 per share to pay tax liabilities incurred when previously granted restricted stock vested for Patrick Waite.

How do Patrick Waite’s ELS restricted stock awards vest over time?

The awards vest in service- and performance-based installments. One grant vests in equal annual installments on February 2, 2027, February 1, 2028 and February 6, 2029, split between service and performance conditions. A second grant vests on February 2, 2027, also half service-based and half performance-based.

What is the Patrick J. Waite Declaration of Trust in the ELS Form 4?

The Patrick J. Waite Declaration of Trust holds Waite’s indirect ELS shares. Several G-code entries show zero-price transfers of common stock between Waite’s direct ownership and this trust, with indirect holdings reported as separate from his directly held Equity Lifestyle Properties shares.

What indirect ELS holdings are reported through the Ann Christine Bihrle Declaration of Trust?

The filing reports 66,908 ELS shares held indirectly. At the end of the reported transactions, 66,908 shares of Equity Lifestyle Properties common stock are listed as indirectly owned through the Ann Christine Bihrle Declaration of Trust, separate from Patrick Waite’s direct share ownership.