Sunstone director receives stock grants in Form 4

PASQUALE DOUGLAS M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

PASQUALE DOUGLAS M reported acquisition or exercise transactions in this Form 4 filing.

Sunstone Hotel Investors director Douglas M. Pasquale reported equity awards rather than market trades. On May 1, 2026, he received 14,894 shares of common stock as vested stock granted under the company’s 2022 Incentive Award Plan, held directly.

On the same date, a separate grant of 18,617 restricted common shares was made to a Living Trust, also under the 2022 Incentive Award Plan. These restricted shares vest on the earlier of the first anniversary of grant or the next annual stockholders’ meeting, subject to continued service. After the transaction, indirect holdings through the trust are listed at 362,120 shares.

Insider Trade Summary

Grant/Award: 33,511 shares

Grant/Award 2 txns

Insider PASQUALE DOUGLAS M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	18,617	$0.00	$0.00
Grant/Award	Common Stock	14,894	$0.00	$0.00

Holdings After Transaction: Common Stock — 362,120 shares (Indirect, Living Trust); Common Stock — 14,894 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

Direct vested stock grant: 14,894 shares Restricted stock grant to Living Trust: 18,617 shares Indirect holdings after award: 362,120 shares +2 more

5 metrics

Direct vested stock grant 14,894 shares Common stock grant on May 1, 2026 under 2022 Incentive Award Plan

Restricted stock grant to Living Trust 18,617 shares Restricted common stock granted on May 1, 2026, time-based vesting

Indirect holdings after award 362,120 shares Living Trust indirect ownership following the May 1, 2026 grant

Grant price per share $0.0000 per share Reported transaction price for both stock grants

Direct holdings after grant 14,894 shares Director’s directly held common stock following vested stock grant

Key Terms

2022 Incentive Award Plan, restricted shares, Living Trust

3 terms

2022 Incentive Award Plan financial

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

restricted shares financial

"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."

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Living Trust financial

"transaction_shares 18617.0000 ... direct_or_indirect I, nature_of_ownership Living Trust"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SHO director Douglas M. Pasquale report on this Form 4?

Douglas M. Pasquale reported equity awards of Sunstone Hotel Investors common stock, not open-market trades. He received vested and restricted stock grants under the 2022 Incentive Award Plan, reflecting routine director compensation rather than a discretionary purchase or sale in the market.

How many Sunstone Hotel Investors (SHO) shares did Pasquale receive directly?

Pasquale received 14,894 shares of Sunstone Hotel Investors common stock directly. These shares were granted as vested stock under the 2022 Incentive Award Plan, meaning they are not subject to future vesting conditions and represent immediate equity compensation for his board service.

What restricted Sunstone Hotel Investors (SHO) shares were granted to the Living Trust?

A Living Trust associated with Pasquale was granted 18,617 restricted SHO common shares. These restricted shares vest on the earlier of the first anniversary of the grant date or the next annual stockholders’ meeting, provided he continues serving through the applicable vesting date.

When do the new SHO restricted shares reported on this Form 4 vest?

The new restricted SHO shares vest on the earlier of the first anniversary of the grant or the next annual meeting of stockholders. Vesting is conditioned on continued service through that date, tying the equity award to Pasquale’s ongoing role with Sunstone Hotel Investors.

How many SHO shares does the Living Trust hold after this Form 4 transaction?

Following the reported transaction, the Living Trust’s indirect holdings are shown as 362,120 Sunstone Hotel Investors common shares. This figure includes the 18,617 restricted shares granted on May 1, 2026, and reflects the position attributed to the trust after the new award.

Does this SHO Form 4 show insider buying or selling in the market?

No market buying or selling is shown. The Form 4 reports acquisitions coded as “A” for grants or awards, with a price per share of $0.0000. These are compensation-related stock grants, not open-market purchases or sales of Sunstone Hotel Investors shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 04:45 PM EDT 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^*

PASQUALE DOUGLAS M

(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		18,617	A	(1)	362,120	I	Living Trust
Common Stock	05/01/2026		A		14,894	A	(2)	14,894	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/ Douglas M. Pasquale	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)