Tax withholding moves 9,149 SHO shares for Sunstone (SHO) general counsel

Rhea-AI Filing Summary

Sunstone Hotel Investors, Inc. reported that General Counsel David M. Klein had 9,149 shares of common stock withheld on February 15, 2026 to cover tax obligations from three restricted stock awards. The shares were valued using the $9.22 closing price on February 13, 2026. After this tax-withholding disposition, Klein directly owns 237,725 shares of Sunstone 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

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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^*

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)
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		9,149	D	$9.22(1)	237,725	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 9,149 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/ David M. Klein	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 insider transaction did Sunstone Hotel Investors (SHO) report for David M. Klein?

Sunstone reported that General Counsel David M. Klein had 9,149 common shares withheld to satisfy tax obligations from three restricted stock awards. This was a tax-withholding disposition rather than an open-market sale of shares.

How many Sunstone (SHO) shares were withheld for David M. Klein’s taxes?

The company withheld 9,149 shares of Sunstone common stock to cover Klein’s tax withholding obligations. These shares related to three previously granted restricted stock awards and were not sold in the open market.

At what price were the withheld SHO shares valued for David M. Klein?

The withheld 9,149 shares were valued using the $9.22 per-share closing price of Sunstone’s common stock on February 13, 2026. That closing price was used because February 15, 2026, the withholding date, fell on a weekend.

How many Sunstone (SHO) shares does David M. Klein hold after this Form 4 transaction?

After the tax-withholding disposition, David M. Klein directly owns 237,725 shares of Sunstone common stock. This figure reflects his direct holdings following the company’s withholding of 9,149 shares for tax obligations.

Was David M. Klein’s SHO Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. Sunstone withheld 9,149 shares from restricted stock awards to satisfy Klein’s tax withholding obligations, a non-market disposition commonly reported under transaction code “F.”

What does transaction code F mean in David M. Klein’s SHO Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, Sunstone withheld 9,149 shares of common stock to satisfy tax obligations from Klein’s restricted stock awards.