Sunstone (NYSE: SHO) President has 22,944 shares withheld to cover tax obligations

Rhea-AI Filing Summary

Sunstone Hotel Investors, Inc. reported that President and CIO Robert C. Springer had 22,944 shares of common stock withheld by the company on February 15, 2026 to cover tax obligations related to three previously granted restricted stock awards. The withholding price was $9.22 per share, based on the February 13, 2026 New York Stock Exchange closing price. After this tax-withholding disposition, Springer directly owned 666,756 shares of Sunstone Hotel Investors common stock.

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

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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^*

Springer Robert C

(Last) (First) (Middle)

15 ENTERPRISE

SUITE 200

(Street)

ALISO VIEJO CA 92656

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sunstone Hotel Investors, Inc. [ SHO ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		F		22,944	D	$9.22(1)	666,756	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. On February 15, 2026, Sunstone Hotel Investors, Inc. (the "Company") withheld 22,944 shares of the Company's common stock to satisfy tax withholding obligations underlying three awards of restricted stock previously granted to the Reporting Person. The closing price on February 13, 2026 (as February 15, 2026 fell on a weekend) of the Company's common stock on the New York Stock Exchange was $9.22 per share.

	/s/ Robert C. Springer	02/18/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Sunstone Hotel Investors (SHO) disclose in this Form 4?

Sunstone Hotel Investors disclosed a tax-related share withholding for its President and CIO. The company withheld 22,944 common shares to satisfy tax obligations from three restricted stock awards granted to Robert C. Springer.

How many Sunstone Hotel Investors (SHO) shares were withheld for taxes?

The company withheld 22,944 shares of Sunstone Hotel Investors common stock. These shares were used to cover tax withholding obligations arising from three awards of restricted stock previously granted to President and CIO Robert C. Springer.

What price per share was used for the SHO tax-withholding disposition?

The tax-withholding disposition used a price of $9.22 per share. This price reflects the February 13, 2026 closing price of Sunstone Hotel Investors common stock on the New York Stock Exchange, as February 15, 2026 fell on a weekend.

How many SHO shares does Robert C. Springer own after this transaction?

After the tax-withholding disposition, Robert C. Springer directly owned 666,756 shares of Sunstone Hotel Investors common stock. This figure reflects his direct holdings following the company’s withholding of 22,944 shares for tax obligations.

Was the SHO Form 4 transaction an open-market sale by the insider?

The transaction was not an open-market sale. Sunstone Hotel Investors withheld 22,944 shares from restricted stock awards to satisfy tax withholding obligations, a tax-withholding disposition rather than a discretionary purchase or sale on the open market.