Sunstone CEO reports tax-withholding share disposition

Sunstone Hotel Investors, Inc. CEO Bryan Albert Giglia reported an automatic share disposition related to tax withholding.

Rhea-AI Filing Summary

Sunstone Hotel Investors, Inc. CEO Bryan Albert Giglia reported an automatic share disposition related to tax withholding. On February 15, 2026, the company withheld 30,593 shares of common stock from three previously granted restricted stock awards to cover tax obligations, using a reference price of $9.22 per share based on the February 13, 2026 New York Stock Exchange closing price. After this tax-withholding disposition, Giglia directly owned 789,798 shares of Sunstone common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 30,593 shares

Exercise Price or Tax Liability 1 txn

Insider Giglia Bryan Albert

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	30,593	$9.22	$282K

Holdings After Transaction: Common Stock — 789,798 shares (Direct)

Footnotes (2)

1. F1. On February 15, 2026, Sunstone Hotel Investors, Inc. (the "Company") withheld 30,593 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.
2. F2. Number of securities rounded to the nearest whole share.

FAQ

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What insider transaction did Sunstone Hotel Investors (SHO) CEO report on February 15, 2026?

Sunstone Hotel Investors CEO Bryan Albert Giglia reported a tax-withholding disposition on February 15, 2026. The company withheld 30,593 common shares from three restricted stock awards to satisfy tax obligations, instead of executing an open-market sale.

How many Sunstone Hotel Investors (SHO) shares were involved in the CEO’s tax withholding?

The transaction involved 30,593 shares of Sunstone Hotel Investors common stock. These shares were withheld by the company from restricted stock awards granted to the CEO to cover tax withholding obligations, rather than being sold on the open market.

At what price were the withheld SHO shares valued for the CEO’s Form 4 transaction?

The withheld shares were valued at $9.22 per share. This price reflects the February 13, 2026 New York Stock Exchange closing price for Sunstone Hotel Investors stock, used because February 15, 2026 fell on a weekend.

How many Sunstone Hotel Investors (SHO) shares does the CEO hold after this Form 4 transaction?

After the tax-withholding disposition, CEO Bryan Albert Giglia directly owned 789,798 shares of Sunstone Hotel Investors common stock. This figure reflects his remaining direct holdings following the company’s withholding of 30,593 shares for tax purposes.

Was the SHO CEO’s February 2026 Form 4 transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Sunstone Hotel Investors withheld 30,593 shares from restricted stock awards to pay tax obligations, consistent with Form 4 transaction code “F” for delivering securities to cover taxes.

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Accepted by SEC EDGAR 02/18/2026 - 05:14 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^*

Giglia Bryan Albert

(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)

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

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		30,593	D	$9.22(1)	789,798(2)	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 30,593 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.

2. Number of securities rounded to the nearest whole share.

	/s/ Bryan A. Giglia	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.