Director receives stock awards at Sunstone Hotel Investors (SHO)

Rhea-AI Filing Summary

BARNELLO MICHAEL D reported acquisition or exercise transactions in this Form 4 filing.

Sunstone Hotel Investors director Michael D. Barnello reported equity compensation grants of common stock. He received 8,511 vested shares and 12,234 restricted shares of common stock at a price of $0.00 per share, all granted under the company’s 2022 Incentive Award Plan. The restricted shares vest on the earlier of the first anniversary of the grant or the next annual meeting of stockholders, subject to his continued service.

Insider Trade Summary

Net Buyer: 20,745 shares

Net Buy 2 txns

Insider BARNELLO MICHAEL D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	12,234	$0.00	$0.00
Grant/Award	Common Stock	8,511	$0.00	$0.00

Holdings After Transaction: Common Stock — 61,228 shares (Direct)

Footnotes (2)

1. F1. Represents grant of vested shares of common stock pursuant to the 2022 Incentive Award Plan.
2. F2. Represents grant of restricted shares of common stock pursuant to the 2022 Incentive Award Plan, which vest on the earlier of (i) first anniversary of grant, or (ii) the date of the next annual meeting of stockholders, subject to continued service through such dates.

Key Figures

Vested shares granted: 8,511 shares Restricted shares granted: 12,234 shares Grant price: $0.00 per share +1 more

4 metrics

Vested shares granted 8,511 shares Vested common stock grant on May 1, 2026

Restricted shares granted 12,234 shares Restricted common stock grant on May 1, 2026

Grant price $0.00 per share Equity compensation awards under 2022 Incentive Award Plan

Number of acquisition transactions 2 transactions Both coded as A (grant, award, or other acquisition)

Key Terms

restricted shares of common stock, 2022 Incentive Award Plan, annual meeting of stockholders, vest

4 terms

restricted shares of common stock financial

"Represents grant of restricted shares of common stock pursuant to the 2022 Incentive Award Plan"

Restricted shares of common stock are company shares that cannot be sold or transferred until specific conditions are met, such as a set time period, performance targets, or regulatory approvals; they are often granted to founders, employees or early investors. They matter to investors because when the restrictions lift those shares can enter the market and increase the supply, potentially diluting existing holders and changing the stock’s price, similar to a locked faucet being opened and more water joining the flow.

2022 Incentive Award Plan financial

"Represents grant of vested shares of common stock pursuant to the 2022 Incentive Award Plan"

annual meeting of stockholders financial

"vest on the earlier of (i) first anniversary of grant, or (ii) the date of the next annual meeting of stockholders"

vest financial

"which vest on the earlier of (i) first anniversary of grant, or (ii) the date of the next annual meeting"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/05/2026 - 04:46 PM Learn about SEC filing dates

FAQ

What did Sunstone Hotel Investors (SHO) director Michael Barnello report on this Form 4?

He reported equity compensation grants of common stock. The filing shows two acquisitions: 8,511 vested shares and 12,234 restricted shares, both granted at $0.00 per share under Sunstone’s 2022 Incentive Award Plan as of May 1, 2026.

How many Sunstone Hotel Investors (SHO) shares were granted to the director?

The director was granted a total of 20,745 shares in two awards. One grant covers 8,511 vested shares of common stock, and the other covers 12,234 restricted shares, as disclosed in the Form 4 insider transaction details and related footnotes.

What are the vesting terms for the restricted Sunstone Hotel Investors (SHO) shares?

The restricted shares vest on the earlier of two dates. They vest on the first anniversary of the grant or on the date of the next annual meeting of stockholders, provided the director continues to serve with the company through the applicable vesting date.

Were these Sunstone Hotel Investors (SHO) share grants open-market purchases or compensation awards?

They were compensation awards, not open-market purchases. The transactions are coded as “A” for grants or awards, with a per-share price of $0.00, and are described as being made under the company’s 2022 Incentive Award Plan for the director.

What does the 2022 Incentive Award Plan mean for Sunstone Hotel Investors (SHO) insiders?

The 2022 Incentive Award Plan provides equity-based compensation to insiders. In this case, it granted both vested and restricted common stock to a director, aligning part of his compensation with company equity based on the plan’s terms and vesting conditions disclosed in the filing.

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
Estimated average burden
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^*

BARNELLO MICHAEL D

(Last) (First) (Middle)

15 ENTERPRISE

SUITE 200

(Street)

ALISO VIEJO CALIFORNIA 92656

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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

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

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

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	05/01/2026		A		12,234	A	(1)	52,717	D
Common Stock	05/01/2026		A		8,511	A	(2)	61,228	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 grant of vested shares of common stock pursuant to the 2022 Incentive Award Plan.

2. Represents grant of restricted shares of common stock pursuant to the 2022 Incentive Award Plan, which vest on the earlier of (i) first anniversary of grant, or (ii) the date of the next annual meeting of stockholders, subject to continued service through such dates.

	/s/ Michael Barnello	05/05/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)