Springer Robert C 4

What Happened

• Robert C. Springer, President and Chief Investment Officer of Sunstone Hotel Investors (SHO), had 111,302 performance-based restricted stock units (Performance RSUs) vest on 2026-01-26 and received 111,302 shares. To satisfy tax withholding, 60,791 of those shares were withheld (reported as a disposition) at $9.03 per share for a total withholding of $548,943. Net shares issued to Springer = 111,302 - 60,791 = 50,511 shares.

Key Details

• Transaction date: 2026-01-26; Form 4 filed 2026-01-28 (timely filing).
• Award: 111,302 shares reported as an acquisition (code A) at $0.00 (these were RSUs that vested).
• Tax withholding: 60,791 shares reported as disposed (code F) at $9.03 per share, totaling $548,943 withheld for taxes.
• Net shares retained by insider after withholding: 50,511 (calculated from filing).
• Footnote: The shares came from Performance RSUs granted on February 9, 2023 under the Sunstone 2022 Incentive Award Plan, which vested upon achievement of certified performance criteria.
• Shares beneficially owned after the transaction: not specified in the filing.

Context

• This was not an open-market sale or a purchase — it reflects the vesting of performance RSUs and the standard withholding of shares to cover tax liabilities (common payroll tax treatment for equity awards). Such withholding is routine and does not necessarily signal a change in insider sentiment.