Sunstone Hotel (NYSE: SHO) CFO has 12,114 shares withheld for taxes

Rhea-AI Filing Summary

Sunstone Hotel Investors, Inc. Chief Financial Officer Aaron Robert Reyes reported a tax-related share disposition. On February 15, 2026, the company withheld 12,114 shares of common stock to cover tax withholding obligations tied to previously granted restricted stock awards. The withholding price reference was the February 13, 2026 New York Stock Exchange closing price of $9.22 per share. Following this tax-withholding disposition, Reyes directly owned 146,977 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^*

Reyes Aaron Robert

(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)
	CHIEF FINANCIAL 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		12,114	D	$9.22(1)	146,977	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 12,114 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/ Aaron R. Reyes	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Sunstone Hotel Investors (SHO) report for Aaron Robert Reyes?

Sunstone Hotel Investors reported a tax-related share disposition by CFO Aaron Robert Reyes. The company withheld 12,114 common shares to satisfy tax obligations from previously granted restricted stock awards, reflecting a non-market, administrative adjustment rather than an open-market purchase or sale.

How many Sunstone Hotel Investors (SHO) shares were withheld for taxes in this Form 4?

The company withheld 12,114 shares of Sunstone Hotel Investors common stock to cover tax withholding on three restricted stock awards. This reduced the shares delivered from the awards while settling the associated tax liability on behalf of the reporting officer.

What price per share was used for the Sunstone Hotel Investors (SHO) tax withholding?

The tax withholding used a reference price of $9.22 per share, equal to the February 13, 2026 New York Stock Exchange closing price. February 15, 2026 fell on a weekend, so the prior trading day’s closing price was applied to the withheld shares.

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

After the tax-withholding disposition, CFO Aaron Robert Reyes directly owned 146,977 shares of Sunstone Hotel Investors common stock. This figure reflects his remaining direct holdings following the 12,114 shares withheld to satisfy the restricted stock tax obligations.

Was the Sunstone Hotel Investors (SHO) Form 4 transaction an open-market sale?

The Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy tax obligations from restricted stock awards, meaning no traditional buy or sell order was executed on the open market for this transaction.

What type of awards triggered the Sunstone Hotel Investors (SHO) share withholding?

The withholding related to three awards of restricted stock previously granted to the reporting person. When these restricted stock awards created tax obligations, the company retained 12,114 shares rather than delivering them in full, covering the associated tax liability.