Sunstone (SHO) CEO reports 141,513-share RSU vesting and tax withholding

Rhea-AI Filing Summary

Sunstone Hotel Investors, Inc. Chief Executive Officer Bryan A. Giglia reported equity compensation activity involving the company’s common stock. On January 26, 2026, he acquired 141,513 shares at $0 upon vesting of performance restricted stock units that were granted in February 2023 under the 2022 Incentive Award Plan. On the same date, 77,017 shares were disposed of at $9.03 per share in a transaction coded “F,” indicating shares withheld to cover taxes related to the vesting. Following these transactions, he directly owned 737,518 shares of Sunstone 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

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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)
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		141,513(1)	A	$0	814,535(2)	D
Common Stock	01/26/2026		F		77,017	D	$9.03	737,518(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. 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.

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

	/s/ Bryan A. Giglia	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 insider transactions did Sunstone (SHO) CEO Bryan Giglia report?

Bryan A. Giglia reported RSU vesting and related tax withholding. He acquired 141,513 Sunstone common shares at $0 from vested performance RSUs and had 77,017 shares withheld at $9.03 for taxes, ending with 737,518 directly owned shares.

How many Sunstone (SHO) shares did the CEO acquire through RSU vesting?

The CEO acquired 141,513 shares of Sunstone common stock at $0. These were issued upon vesting of performance restricted stock units granted on February 9, 2023, under the 2022 Incentive Award Plan after performance criteria were certified.

Why were 77,017 Sunstone (SHO) shares disposed of in the Form 4 filing?

The 77,017 shares were disposed of in a transaction coded “F,” indicating shares withheld to satisfy tax obligations from the RSU vesting. They were valued at $9.03 per share, reducing the CEO’s direct holdings but covering associated withholding requirements.

How many Sunstone (SHO) shares does the CEO own after these transactions?

After the reported transactions, Bryan A. Giglia directly owns 737,518 shares of Sunstone common stock. This figure reflects the net result of 141,513 shares received from RSU vesting and 77,017 shares withheld for taxes on January 26, 2026.

What are performance RSUs mentioned in the Sunstone (SHO) Form 4?

The performance RSUs are restricted stock units that vest only if specific performance criteria are achieved. For Sunstone’s CEO, vesting occurred after the Compensation Committee certified performance, resulting in 141,513 common shares issued under the 2022 Incentive Award Plan.

When were the vested performance RSUs originally granted to the Sunstone (SHO) CEO?

The performance RSUs that vested into 141,513 shares were granted on February 9, 2023. They were issued under the Sunstone Hotel Investors, Inc. and Sunstone Hotel Partnership, LLC 2022 Incentive Award Plan, subject to achievement of defined performance conditions.