[Form 4] Sunstone Hotel Investors, Inc. Insider Trading Activity

Sunstone Hotel Investors, Inc. reported an insider equity award and related share disposal by its General Counsel, David M. Klein.

Rhea-AI Filing Summary

Sunstone Hotel Investors, Inc. reported an insider equity award and related share disposal by its General Counsel, David M. Klein. On 01/26/2026, Klein acquired 48,337 shares of common stock at $0, issued upon the vesting of performance restricted stock units granted on February 9, 2023 under the company’s 2022 Incentive Award Plan.

On the same date, he disposed of 26,935 common shares in a transaction coded “F” at $9.03 per share. Following these transactions, Klein directly owned 226,156 shares of Sunstone common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Klein David M

Role GENERAL COUNSEL

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	48,337	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	26,935	$9.03	$243K

Holdings After Transaction: Common Stock — 226,156 shares (Direct)

Footnotes (1)

1. F1. Represents the shares of common stock issued upon the vesting of performance restricted stock units ("Performance RSUs") in connection with the achievement of certain performance criteria as certified by the Compensation Committee. Such Performance RSUs were granted to the Reporting Person on February 9, 2023 pursuant to the Sunstone Hotel Investors, Inc. and Sunstone Hotel Partnership, LLC 2022 Incentive Award Plan.

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Accepted by SEC EDGAR 01/28/2026 - 05:12 PM Learn about SEC filing dates

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^*

Klein David M

(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)
	GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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	01/26/2026		A		48,337(1)	A	$0	253,091	D
Common Stock	01/26/2026		F		26,935	D	$9.03	226,156	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 shares of common stock issued upon the vesting of performance restricted stock units ("Performance RSUs") in connection with the achievement of certain performance criteria as certified by the Compensation Committee. Such Performance RSUs were granted to the Reporting Person on February 9, 2023 pursuant to the Sunstone Hotel Investors, Inc. and Sunstone Hotel Partnership, LLC 2022 Incentive Award Plan.

	/s/ David M. Klein	01/28/2026
	** 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.
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