ELS (NYSE: ELS) CEO reports 29,970-share restricted stock award and tax withholdings

Rhea-AI Filing Summary

Equity Lifestyle Properties Vice Chairman and CEO Marguerite Nader reported equity compensation and related tax withholdings in company stock. On February 3, 2026, several transactions coded “F” reflect the withholding of small blocks of common shares at $63.20 per share to cover taxes on vesting restricted stock.

On the same date, she received a restricted stock award of 29,970 common shares at a reported value of $64.07 per share. Following these transactions, she directly beneficially owned 284,614 shares of Equity Lifestyle Properties common stock. The award vests over time, with half vesting based on continued service and half tied to performance conditions between 2027 and 2029.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider NADER MARGUERITE M

Role Vice Chairman and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $.01	1,311	$63.20	$83K
Tax Withholding	Common Stock, par value $.01	1,570	$63.20	$99K
Tax Withholding	Common Stock, par value $.01	1,325	$63.20	$84K
Tax Withholding	Common Stock, par value $.01	2,003	$63.20	$127K
Tax Withholding	Common Stock, par value $.01	2,129	$63.20	$135K
Tax Withholding	Common Stock, par value $.01	1,408	$63.20	$89K
Grant/Award	Common Stock, par value $.01	29,970	$64.07	$1.92M

Holdings After Transaction: Common Stock, par value $.01 — 263,079 shares (Direct)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

NADER MARGUERITE M

(Last) (First) (Middle)

C/O EQUITY LIFESTYLE PROPERTIES, INC

TWO NORTH RIVERSIDE PLAZA, STE 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Chairman and CEO

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)		1,311	D	$63.2	263,079	D
Common Stock, par value $.01	02/03/2026		F(1)		1,570	D	$63.2	261,509	D
Common Stock, par value $.01	02/03/2026		F(1)		1,325	D	$63.2	260,184	D
Common Stock, par value $.01	02/03/2026		F(1)		2,003	D	$63.2	258,181	D
Common Stock, par value $.01	02/03/2026		F(1)		2,129	D	$63.2	256,052	D
Common Stock, par value $.01	02/03/2026		F(1)		1,408	D	$63.2	254,644	D
Common Stock, par value $.01	02/03/2026		A(2)		29,970	A	$64.07	284,614	D

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.

Remarks:

	Jennifer Krebs by Power of Attorney for Marguerite Nader	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ELS CEO Marguerite Nader report on February 3, 2026?

Marguerite Nader reported a new restricted stock award and related tax withholdings in Equity Lifestyle Properties common stock on February 3, 2026. Multiple small “F” code transactions reflect shares withheld for taxes as restricted stock vested, alongside a sizeable new equity grant.

How many ELS shares were granted to the CEO in the latest restricted stock award?

The CEO received a restricted stock award of 29,970 shares of Equity Lifestyle Properties common stock. The filing assigns a value of $64.07 per share to this grant, and the award is subject to both service-based and performance-based vesting conditions over several years.

What do the “F” coded transactions mean in the ELS Form 4 filing?

The “F” coded transactions represent withholding of shares to pay taxes due when restricted shares vest. Instead of paying cash, a portion of vested Equity Lifestyle Properties shares is withheld at $63.20 per share to satisfy the insider’s tax liability tied to those awards.

How many Equity Lifestyle Properties shares does the CEO own after these transactions?

After the reported transactions, Marguerite Nader beneficially owned 284,614 shares of Equity Lifestyle Properties common stock directly. This figure reflects the combination of tax-withholding share reductions and the new 29,970-share restricted stock award recorded in the February 3, 2026 Form 4.

How will the new ELS restricted stock award vest for the CEO?

The 29,970-share restricted stock award vests in equal annual installments between 2027 and 2029. Half of the award depends on continued service, while the other half is subject to performance-based vesting conditions plus the same ongoing service requirement over that period.

Is the ELS CEO’s Form 4 transaction a market sale of shares?

The filing does not describe open-market sales; the “F” code indicates shares withheld for taxes when restricted stock vests. The main new position change is a 29,970-share restricted stock grant, increasing the CEO’s total direct holdings in Equity Lifestyle Properties.