Klein David M 4

What Happened
David M. Klein, General Counsel of Sunstone Hotel Investors, had 48,337 performance-based restricted stock units (Performance RSUs) vest on January 26, 2026. The award shares were issued at $0.00 (vesting), and 26,935 of those shares were surrendered/withheld to cover tax withholding at an effective value of $9.03 per share, totaling $243,223.

Key Details

• Transaction date: 2026-01-26 (reported on Form 4 filed 2026-01-28). Filing appears timely.
• Award/acquisition: 48,337 shares issued upon vesting (code A). Report shows acquisition price $0.00.
• Tax withholding/disposition: 26,935 shares withheld/Disposed (code F) at $9.03 per share = $243,223.
• Footnote: These shares were issued upon vesting of Performance RSUs granted Feb 9, 2023 under the company’s 2022 Incentive Award Plan, following Certification of performance by the Compensation Committee.
• Shares owned after the transaction: not specified in the provided filing.

Context
This filing reflects a vesting of performance-based equity (an award), not an open-market purchase or directional sale by the insider. The partial disposition was a tax-withholding event common when restricted stock/RSUs vest; it does not necessarily indicate the insider's market sentiment.