Sunstone Hotel (SHO) President Robert Springer nets RSU shares after vesting

Rhea-AI Filing Summary

Sunstone Hotel Investors, Inc. executive Robert C. Springer reported equity compensation activity in company stock. On 01/26/2026, he received 111,302 shares of common stock at $0.00 per share upon vesting of performance restricted stock units tied to certified performance goals. On the same date, 60,791 shares at $9.03 per share were withheld to cover associated obligations. Following these transactions, he directly held 637,214 shares of Sunstone Hotel Investors 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

OMB APPROVAL

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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^*

Springer Robert C

(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)
	PRESIDENT AND CIO

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		111,302(1)	A	$0	698,005	D
Common Stock	01/26/2026		F		60,791	D	$9.03	637,214	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/ Robert C. Springer	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).
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FAQ

What did Sunstone Hotel Investors (SHO) executive Robert C. Springer report on this Form 4?

Robert C. Springer reported equity compensation activity involving Sunstone Hotel Investors common stock. He received 111,302 shares from vesting performance restricted stock units and had 60,791 shares withheld, all dated January 26, 2026, as part of his incentive compensation arrangement.

How many Sunstone Hotel Investors (SHO) shares did Robert C. Springer receive from performance RSU vesting?

He received 111,302 shares of Sunstone Hotel Investors common stock at $0.00 per share. These shares were issued when performance restricted stock units vested after the Compensation Committee certified that specific performance criteria under the 2022 Incentive Award Plan had been achieved.

Why were 60,791 Sunstone Hotel Investors (SHO) shares reported with transaction code F?

The 60,791 shares reported with code F reflect shares withheld at $9.03 per share. This withholding typically covers tax or similar obligations arising from the vesting of equity awards, rather than an open market sale initiated for portfolio or investment reasons.

How many Sunstone Hotel Investors (SHO) shares does Robert C. Springer hold after these transactions?

After the reported transactions, Robert C. Springer directly holds 637,214 shares of Sunstone Hotel Investors common stock. This figure reflects the net position once the 111,302 vested shares were added and 60,791 shares were withheld in connection with the same vesting event.

What plan governed the performance RSUs reported by Sunstone Hotel Investors (SHO) executive Springer?

The performance restricted stock units were granted under the Sunstone Hotel Investors, Inc. and Sunstone Hotel Partnership, LLC 2022 Incentive Award Plan. Vesting occurred after the Compensation Committee certified achievement of specified performance criteria tied to this long-term incentive program.

What role does Robert C. Springer hold at Sunstone Hotel Investors (SHO)?

Robert C. Springer serves as President and Chief Investment Officer of Sunstone Hotel Investors, Inc. His reported equity transactions on January 26, 2026, relate to equity incentive compensation associated with this senior executive leadership position at the company.