Sunstone Hotel Investors (SHO) CEO reports tax withholding of 3,382 shares

Rhea-AI Filing Summary

Sunstone Hotel Investors, Inc. chief executive officer Bryan Albert Giglia reported a routine tax-related share disposition. On the transaction date, 3,382 shares of common stock were withheld at a reference price of $9.38 per share to cover tax obligations associated with equity compensation. After this non‑market transaction, he directly holds 786,416 shares of Sunstone common stock, so his overall ownership remains substantial.

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^*

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)
03/07/2026

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	03/07/2026		F		3,382	D	$9.38(1)	786,416(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. The closing price on March 6, 2026 (as March 7, 2026 fell on a weekend) of the Company's common stock on the New York Stock Exchange was $9.38 per share.

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

	/s/ Bryan A. Giglia	03/10/2026
	** 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).
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FAQ

What insider transaction did Sunstone Hotel Investors (SHO) report for Bryan Albert Giglia?

Sunstone Hotel Investors reported that CEO Bryan Albert Giglia had 3,382 shares of common stock withheld to satisfy tax obligations. This was recorded as a tax-withholding disposition rather than an open-market trade, reflecting routine handling of equity compensation.

Was the Sunstone Hotel Investors (SHO) CEO’s Form 4 transaction a stock sale in the open market?

No. The Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were delivered back at $9.38 per share to cover taxes tied to equity compensation, a common administrative transaction for executives.

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

The filing reports that 3,382 shares of Sunstone Hotel Investors common stock were withheld. These shares were valued at $9.38 per share, matching the New York Stock Exchange closing price used to calculate the tax liability.

What is Bryan Albert Giglia’s Sunstone Hotel Investors (SHO) share ownership after this Form 4?

Following the tax-withholding disposition, Bryan Albert Giglia directly holds 786,416 shares of Sunstone Hotel Investors common stock. This figure reflects his remaining ownership position after the 3,382 shares were delivered to satisfy tax obligations.

How was the $9.38 price in the Sunstone Hotel Investors (SHO) Form 4 determined?

The $9.38 price per share equals the March 6, 2026 New York Stock Exchange closing price for Sunstone Hotel Investors common stock. The filing notes this price was used because March 7, 2026 fell on a weekend.

Does the Sunstone Hotel Investors (SHO) Form 4 indicate any option exercises or derivative activity?

No derivative positions are shown in this Form 4. The derivativeSummary section is empty, and the transaction summary lists only a tax-withholding disposition of 3,382 common shares with no option exercises reported.