NYSE: SHO

Sunstone Hotel Investors, Inc.

CIK 0001295810 · SIC 7011 · Hotels & Motels

Mid Revenue $960M Assets $3.0B as of Aug 30, 2026

We were incorporated in Maryland on June 28, 2004. We are a real estate investment trust (“REIT”), under the Internal Revenue Code of 1986, as amended (the “Code”). As of December 31, 2025, we owned 14 hotels, comprised of 6,999 rooms, located in 7 states and in Washington, DC. Our portfolio… About this business →

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8-K Filed Aug 11, 2026 · Period ending Aug 10, 2026

Sunstone launches up to $300M ATM equity program with forward sale capability

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424B5 Filed Aug 10, 2026

Sunstone Hotel Investors launches at-the-market offering of up to $300M in common stock

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8-K Filed Aug 6, 2026 · Period ending Aug 6, 2026

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10-Q Filed Aug 6, 2026 · Period ending Jun 30, 2026

Sunstone Q2 net income +142% to $26.0M; sold Hyatt SF, repaid credit line

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8-K Filed Jun 23, 2026 · Period ending Jun 23, 2026

Sunstone sells San Francisco Hyatt for $279M, repurchases $68M in stock at discount

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8-K Filed Jun 1, 2026 · Period ending Jun 1, 2026

Sunstone Hotel Investors posts routine investor presentation for upcoming conferences

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10-Q Filed May 5, 2026 · Period ending Mar 31, 2026

revenue $259.7M, net income $18.6M. No material changes vs prior filing

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8-K Filed May 5, 2026 · Period ending May 1, 2026

Sunstone Hotels eliminates General Counsel role, Klein departing with $1.5M severance

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8-K Filed Feb 27, 2026 · Period ending Feb 27, 2026

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10-K Filed Feb 27, 2026 · Period ending Dec 31, 2025

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10-Q Filed Nov 7, 2025 · Period ending Sep 30, 2025

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10-Q Filed Aug 6, 2025 · Period ending Jun 30, 2025

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10-Q Filed May 6, 2025 · Period ending Mar 31, 2025

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10-K Filed Feb 21, 2025 · Period ending Dec 31, 2024

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424B5 Filed Mar 1, 2023

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424B5 Filed Jul 14, 2021

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424B5 Filed Jul 13, 2021

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424B4 Filed Oct 15, 2009

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424B4 Filed May 22, 2009

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424B4 Filed May 21, 2009

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Latest financial statements

From 10-Q filed Aug 6, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)

Description Three months ended June 30, 2026 Three months ended June 30, 2025 Six months ended June 30, 2026 Six months ended June 30, 2025
Revenues
Room 168,268 156,048 329,315 300,969
Food and beverage 78,904 78,026 153,191 145,154
Other operating 29,937 25,698 54,312 47,714
Total revenues 277,109 259,772 536,818 493,837
Operating Expenses
Room 43,142 40,859 85,140 79,969
Food and beverage 54,097 53,028 105,369 101,849
Other operating 7,916 6,510 14,640 12,370
Advertising and promotion 14,561 14,222 28,253 27,338
Repairs and maintenance 10,267 9,875 21,921 19,560
Utilities 7,264 7,051 14,401 13,792
Franchise costs 4,960 4,843 9,545 9,302
Property tax, ground lease and insurance 21,101 18,954 41,555 37,851
Other property-level expenses 34,939 31,533 67,697 61,258
Corporate overhead 8,760 8,346 15,595 17,251
Depreciation and amortization 34,260 34,125 68,437 66,400
Impairment and other losses 1,639 1,639
Total operating expenses 242,906 229,346 474,192 446,940
Interest and other income 3,791 2,300 5,324 3,864
Interest expense (11,782) (13,164) (23,059) (25,846)
Loss on sale of assets (8,751) (8,751)
Income before income taxes 26,212 10,811 44,891 16,164
Income tax provision, net (187) (37) (309) (135)
Net Income 26,025 10,774 44,582 16,029
Preferred stock dividends, net of gain on repurchases (46) (3,932) (2,648) (7,863)
Net income attributable to common stockholders 25,979 6,842 41,934 8,166
Basic and diluted income per share
Basic net income attributable to common stockholders per common share 0.14 0.03 0.22 0.04
Diluted net income attributable to common stockholders per common share 0.14 0.03 0.22 0.04
Basic weighted average common shares outstanding 185,333 195,791 186,839 198,087
Diluted weighted average common shares outstanding 185,550 196,304 187,097 198,859

Consolidated Balance Sheets

(In thousands, except share and per share data)

Description June 30, 2026 (unaudited) December 31, 2025
ASSETS
Investment in hotel properties, net 2,501,390 2,771,180
Operating lease right-of-use assets, net 4,037 4,418
Cash and cash equivalents 94,431 109,189
Restricted cash 109,274 76,531
Accounts receivable, net 50,785 33,662
Prepaid expenses and other assets, net 35,649 34,025
Assets held for sale, net 239,155
Total assets 3,034,721 3,029,005
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Debt, net of unamortized deferred financing costs 968,373 918,086
Operating lease obligations 6,525 7,348
Accounts payable and accrued expenses 53,580 63,146
Dividends and distributions payable 21,860 22,975
Other liabilities 103,563 72,832
Liabilities of assets held for sale 48
Total liabilities 1,153,949 1,084,387
Commitments and contingencies (Note 14)
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value, 100,000,000 shares authorized:
Series G Cumulative Redeemable Preferred Stock, 2,650,000 shares issued and outstanding at both June 30, 2026 and December 31, 2025, stated at liquidation preference of $25.00 per share 66,250 66,250
6.125% Series H Cumulative Redeemable Preferred Stock, 3,974,703 shares issued and outstanding at June 30, 2026 and 4,545,903 shares issued and outstanding at December 31, 2025, stated at liquidation preference of $25.00 per share 99,368 113,648
5.70% Series I Cumulative Redeemable Preferred Stock, 3,181,182 shares issued and outstanding at June 30, 2026 and 3,990,973 shares issued and outstanding at December 31, 2025, stated at liquidation preference of $25.00 per share 79,530 99,774
Common stock, $0.01 par value, 500,000,000 shares authorized, 185,944,329 shares issued and outstanding at June 30, 2026 and 189,709,516 shares issued and outstanding at December 31, 2025 1,859 1,897
Additional paid in capital 2,260,796 2,298,398
Distributions in excess of retained earnings (627,031) (635,349)
Total stockholders’ equity 1,880,772 1,944,618
Total liabilities and stockholders' equity 3,034,721 3,029,005

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

Description Six months ended June 30, 2026 Six months ended June 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 44,582 16,029
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense 555 229
Loss on sale of assets 8,751
Noncash interest on derivatives, net (4,085) 1,163
Depreciation 67,679 65,639
Amortization of franchise fees and other intangibles 758 761
Amortization of deferred financing costs 2,082 1,802
Amortization of deferred stock compensation 5,446 4,836
Impairment and other losses 1,639
Gain on insurance recoveries (2,597) (99)
Changes in operating assets and liabilities:
Accounts receivable, net (15,288) (8,899)
Prepaid expenses and other assets (160) (1,804)
Accounts payable and other liabilities 7,272 2,655
Operating lease right-of-use assets and obligations (442) (300)
Net cash provided by operating activities 107,441 90,763
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of hotel property 46,348
Disposition deposit 25,000
Acquisition-related key money proceeds 4,000 4,000
Proceeds from property insurance 207 99
Renovations and additions to hotel properties and other assets (53,366) (56,043)
Net cash used in investing activities (24,159) (5,596)
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchases of common stock (40,552) (98,470)
Repurchases of common stock for employee tax obligations (3,742) (4,278)
Repurchases of preferred stock (28,190)
Proceeds from credit facility 25,000 27,000
Payments of deferred financing costs (452)
Proceeds from term loans 90,000
Payments on senior notes (65,000)
Payment of securities registration costs (249)
Dividends and distributions paid (42,564) (44,323)
Net cash used in financing activities (65,297) (120,523)
Net increase (decrease) in cash and cash equivalents and restricted cash 17,985 (35,356)
Cash and cash equivalents and restricted cash, beginning of period 185,720 180,277
Cash and cash equivalents and restricted cash, end of period 203,705 144,921

Amounts as printed on the EDGAR/iXBRL face — (In thousands, except per share data); (In thousands, except share and per share data); (In thousands). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

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About Sunstone Hotel Investors, Inc.

Source: Item 1 (Business) from the 10-K filed February 27, 2026. Description as filed by the company with the SEC.

Item 1.

Business

Our Company

We were incorporated in Maryland on June 28, 2004. We are a real estate investment trust (“REIT”), under the Internal Revenue Code of 1986, as amended (the “Code”). As of December 31, 2025, we owned 14 hotels, comprised of 6,999 rooms, located in 7 states and in Washington, DC. Our portfolio consists of upper upscale and luxury hotels located in convention, urban, and resort destinations. All of our hotels are operated under nationally recognized brands, except the Oceans Edge Resort & Marina, which operates independently.

We own hotels in convention, urban, and resort destinations that benefit from significant barriers to entry by competitors and diverse economic drivers. Our mission is to be the premier stewards of capital in the lodging industry, providing superior returns to our stockholders by investing in hotels where we can add value through capital investment, hotel repositioning, and asset management. In addition, we seek to capitalize on our portfolio’s embedded value and balance sheet strength to actively recycle past investments into new growth and value creation opportunities in order to deliver strong stockholder returns and superior per share net asset value growth.

Our hotels are operated by third-party managers under long-term management agreements with the TRS Lessee or its subsidiaries. As of December 31, 2025, our third-party managers included: subsidiaries of Marriott International, Inc. or Marriott Hotel Services, Inc. (collectively, “Marriott”), managers of six of our hotels; Hyatt Hotels Corporation (“Hyatt”), manager of three of our hotels; and Four Seasons Hotels Limited (“Four Seasons”), Hilton Worldwide Holdings Inc. (“Hilton”), Montage North America, LLC (“Montage”), Sage Hospitality Group (“Sage”) and Singh Hospitality, LLC (“Singh”) (aka EOS Hospitality), each a manager of one of the Company’s hotels.

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Competitive Strengths

We believe the following competitive strengths distinguish us from other owners of lodging properties:

●High Quality Portfolio of Well-Located Hotels and Resorts. We believe that we will create lasting stockholder value through the active ownership of high quality real estate with a balance of convention, urban, and resort assets. Our hotels and resorts are located in highly desirable markets and possess unique attributes that are difficult to replicate. We believe that through active asset management and focused capital investment we are able to enhance the value of our real estate, allowing us to recycle our investments into new growth opportunities.

●Significant Liquidity Position. As of December 31, 2025, we had total cash of $185.7 million, including $76.5 million of restricted cash, and access to our undrawn $500.0 million credit facility. We believe our current liquidity will enable us to fund our day-to-day business needs without needing to raise additional capital through equity or debt issuances.

●Flexible Capital Structure. We believe our capital structure provides us with financial flexibility to execute our strategy. We maintain a manageable debt maturity profile and seek to employ a mix of fixed and variable rate debt to achieve a competitive blended cost of financing, and we utilize interest rate derivatives to help manage interest rate risk. Based on the variable rates at December 31, 2025 and including the effect of our interest rate swap derivatives, the weighted average interest rate on our total debt was 5.0%. As of December 31, 2025, we also have an undrawn $500.0 million credit facility. In addition to debt, we also selectively utilize preferred equity to finance our operations, which provides additional flexibility in our capital structure. For more information on our capital structure, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

●Appropriate Leverage. We maintain an appropriately levered balance sheet which provides for significant capital allocation flexibility. We believe that by maintaining appropriate debt levels, staggering maturity dates and maintaining a highly flexible structure, we will have lower capital costs than more highly leveraged companies, or companies with limited flexibility due to restrictive covenants. Our appropriate use of leverage in our capital structure not only minimizes the risk of potential value destructive consequences in periods of economic recession, but also provides us with significant optionality to create stockholder value through all phases of the operating cycle.

●Strong Access to Capital. As a publicly traded REIT, over the long-term, we may benefit from greater access to a variety of forms of capital as compared to non-public investment vehicles. In addition, over the long-term, we may benefit from a lower cost of capital as compared to non-public investment vehicles as a result of our investment liquidity, balance sheet optionality, professional management, and portfolio diversification.

●Seasoned Management Team. Each of our core disciplines, including asset management, investments, and corporate administration, are overseen by industry leaders with demonstrated track records.

Asset Management. Our asset management team is responsible for maximizing the long-term value of our real estate investments by achieving above average revenue and profit performance through proactive oversight of hotel operations. Our asset management team works with our third-party managers to drive property-level innovation and benchmark best practices. We work with our operators to develop hotel-level business plans, which include positioning and capital investment plans. We believe that a proactive asset management program can help grow the revenues of our hotel portfolio and maximize operational and environmental efficiency by leveraging best practices and innovations across our hotels, and by initiating well-timed and focused capital improvements to enhance the value of our hotels.

Investments. Our investments team is responsible for enhancing our portfolio quality and scale by executing well-timed acquisitions and dispositions that generate attractive risk-adjusted returns on our investments. We also focus on disciplined capital recycling and may opportunistically sell hotels that we believe have reached the end of their investment lifecycle, no longer fit our stated strategy, are unlikely to offer long-term returns in excess of our cost of capital, will achieve a sale price in excess of our internal valuation, or that have high risk relative to their anticipated returns. We believe that our significant acquisition and disposition experience will allow us to continue to execute our strategy to recycle and redeploy capital from slower growth assets to hotels and resorts with higher long-term growth rates.

Corporate Administration. We have a highly experienced team of finance, capital markets, and legal professionals who are responsible for maximizing our financial flexibility by proactively managing our capital structure, opportunistically sourcing capital for growth, and overseeing and supporting all company-wide legal matters.

Business Strategy

As demand for lodging generally fluctuates with the overall economy, we seek to own well-located hotel and resort real estate that will maintain a high appeal with lodging travelers over long periods of time and will generate superior economic earnings materially in excess of recurring capital requirements. We employ an active approach to hotel investment that maximizes our ability to create value during our period of ownership and opportunistically dispose of the hotel to harvest gains, realize that value, and then seek to redeploy the proceeds into new growth opportunities. Our goal is to maintain appropriate leverage and financial flexibility to position the Company to create value throughout all phases of the operating and financial cycles.

Competition

The hotel industry is highly competitive. Our hotels compete with other hotels and alternative lodging options for guests in each of their markets. Competitive advantage is based on a number of factors, including location, price, physical attributes, service levels, brand affiliation, and reputation. Competition is often specific to the individual markets in which our hotels are located and includes competition from existing and new hotels operated under brands in the luxury, upper upscale, and upscale segments and competition from timeshare, vacation rentals, or sharing services. Increased competition could harm our occupancy or revenues or may lead our operators to increase service or amenity levels, which may reduce the profitability of our hotels.

We believe that competition for the acquisition of hotels is widespread. We face competition from institutional pension funds, sovereign wealth funds, private equity investors, high net worth individuals, other REITs, and numerous local, regional, national, and international owners. Some of these entities may have substantially greater financial resources than we do and may be able and willing to accept more risk than we believe we can prudently manage. During times when we seek to acquire hotels, competition among potential buyers may increase the bargaining power of potential sellers, which may reduce the number of suitable investment opportunities available to us or increase pricing. Similarly, during times when we seek to sell hotels, competition from other sellers may increase the bargaining power of the potential property buyers.

Seasonality and Volatility

As is typical of the lodging industry, we experience seasonality in our business. Demand at certain of our hotels is affected by seasonal business patterns that can cause quarterly fluctuations in our revenues. Revenue distribution in the first, second, third, and fourth quarters of 2025 at the same 11 hotels we owned in both 2025 and 2024 (the “Comparable Portfolio”), excluding The Confidante Miami Beach and Renaissance Long Beach due to their significant renovations as they transitioned to Andaz Miami Beach and Marriott Long Beach Downtown, was 24.4%, 27.4%, 24.4%, and 23.8%, respectively. The Comparable Portfolio’s revenue distribution in the first, second, third, and fourth quarters of 2024 was 24.9%, 27.5%, 24.8%, and 22.8%, respectively.

Quarterly revenue also may be adversely affected by renovations and repositionings, our managers’ effectiveness in generating business and by events beyond our control, such as economic and business conditions, including a U.S. recession or increased inflation, trade conflicts and tariffs, changes impacting global travel, regional or global economic slowdowns, any flu or disease-related outbreak that impacts travel or the ability to travel, weather patterns, the adverse effects of climate change, the threat of terrorism, terrorist events, civil unrest, government shutdowns, events that reduce the capacity or availability of air travel, increased competition from other hotels in our markets, new hotel supply or alternative lodging options, and unexpected changes in commercial and leisure travel.

Management Agreements

All of our hotels are managed by third parties under management agreements with the TRS Lessee or its subsidiaries. Descriptions of our third-party management agreements are included in Item 1. Business in our 2024, 2022, 2021, and 2020 Annual Reports on Form 10-K.

All of our management agreements require the manager to furnish chain services that are generally made available to other hotels managed by that operator. Costs for these chain services are reimbursed by us. Such services include: the development and operation of computer systems and reservation services; management and administrative services; marketing and sales services; human resources training services; and such additional services as may from time to time be more efficiently performed on a national, regional, or group level.

Franchise Agreement

As of December 31, 2025, one of our hotels, The Bidwell Marriott Portland, operated subject to a franchise agreement. Under a franchise agreement, franchisors provide a variety of benefits to franchisees, including nationally recognized brands, centralized reservation systems, national advertising, marketing programs and publicity designed to increase brand awareness, training of personnel and maintenance of operational quality at hotels across the brand system. In June 2025, we entered into a one-year extension agreement with Marriott to extend the franchise agreement for The Bidwell Marriott Portland until October 2026.

The franchise agreement specifies management, operational, record-keeping, accounting, reporting, and marketing standards and procedures with which our subsidiary, as the franchisee, must comply. The franchise agreement obligates the subsidiary to comply with the franchisor’s brand standards and requirements with respect to training of operational personnel, safety, insurance coverages, services, and products ancillary to guest room services, display of signage and the type, quality and age of furniture, fixtures, and equipment (“FF&E”) included in guest rooms, lobbies, and other common areas.

The franchise agreement also provides for termination at the franchisor’s option upon the occurrence of certain events, including failure to pay royalties and fees, failure to perform other obligations under the franchise license, bankruptcy, abandonment of the franchise or a change in control. The subsidiary that is the franchisee is responsible for making all payments under the franchise agreements to the franchisors; however, the Company guaranties certain obligations under the franchise agreement.

Tax Status

We have elected to be taxed as a REIT under Sections 856 through 859 of the Code, commencing with our taxable year ended December 31, 2004. Under current federal income tax laws, we are required to distribute at least 90% of our REIT taxable income to our stockholders each year in order to satisfy the REIT distribution requirement. While REITs enjoy certain tax benefits relative to C corporations, as a REIT we may still be subject to certain federal, state and local taxes on our income and property. We may also be subject to federal income and excise tax on our undistributed income.

Taxable REIT Subsidiary

Subject to certain limitations, a REIT is permitted to own, directly or indirectly, up to 100% of the stock of a taxable REIT subsidiary, or TRS. A TRS is a fully taxable corporation that may earn income that would not be qualifying income if earned directly by us. A TRS may perform activities such as development, and other independent business activities that may be prohibited to a REIT. A hotel REIT is permitted to own a TRS that leases hotels from the REIT, rather than requiring the lessee to be an unaffiliated third party, provided certain conditions are satisfied. However, a hotel leased to a TRS still must be managed by an unaffiliated third party in the business of managing hotels because a TRS may not directly or indirectly operate or manage any hotels or provide rights to any brand name under which any hotel is operated. The TRS provisions are complex and impose certain conditions on the use of TRSs to assure that TRSs are subject to an appropriate level of federal corporate taxation.

We and the TRS Lessee have made a joint election with the Internal Revenue Service (“IRS”) for the TRS Lessee to be treated as a TRS. A corporation of which a qualifying TRS owns, directly or indirectly, more than 35% of the voting power or value of the corporation’s stock will automatically be treated as a TRS. Overall, no more than 20% of the value of our assets may consist of securities of one or more TRS, and no more than 25% of the value of our assets may consist of the securities of TRSs and other assets that are not qualifying assets for purposes of the 75% asset test. The 75% asset test generally requires that at least 75% of the value of our total assets be represented by real estate assets, cash or government securities.

In July 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law, which included certain modifications to U.S. tax law, including certain provisions that affect the taxation of REITs. The OBBBA increased the percentage limit under the REIT asset test applicable to TRSs (the permissible value of TRS securities that a REIT may hold) from 20% to 25% of the value of the REIT’s total assets for taxable years beginning after December 31, 2025.

The rent that we receive from a TRS attributable to leases of “qualified lodging facilities” qualifies as “rents from real property” as long as the property is operated on behalf of the TRS by a person who qualifies as an “independent contractor” and who is, or is related to a person who is, actively engaged in the trade or business of operating “qualified lodging facilities” for any person unrelated to us and the TRS (an “eligible independent contractor”). A “qualified lodging facility” is a hotel, motel, or other establishment in which more than one-half of the dwelling units are used on a transient basis. A “qualified lodging facility” does not include any facility where wagering activities are conducted. A “qualified lodging facility” includes customary amenities and facilities operated as part of, or associated with, the lodging facility as long as such amenities and facilities are customary for other properties of a comparable size and class owned by other unrelated owners.

We have formed the TRS Lessee as a wholly owned TRS. We lease each of our hotels to the TRS Lessee or one of its subsidiaries. These leases provide for a base rent plus variable rent based on occupied rooms and departmental gross revenues. These leases must contain economic terms which are similar to a lease between unrelated parties. If they do not, the IRS could impose a 100% excise tax on certain transactions between the TRS Lessee and us or our tenants that are not conducted on an arm’s-length basis. We believe that all transactions between us and the TRS Lessee are conducted on an arm’s-length basis.

The TRS Lessee has engaged eligible independent contractors to manage the hotels it leases from the Operating Partnership.

Ground, Office, and Airspace Lease Agreements

At December 31, 2025, the Hilton San Diego Bayfront was subject to a ground lease with an unaffiliated party, and the JW Marriott New Orleans was subject to an airspace lease that applies only to certain balcony space that is not integral to the hotel’s operations. In addition, as of December 31, 2025, we were obligated under an office lease with an unaffiliated party for our former

corporate headquarters in Irvine, California, which we sublease to an unaffiliated party. As of December 31, 2025, the remaining terms of these ground, office, and airspace leases range from approximately 3 to 46 years. The leases generally require us to make rental payments and payments for all or portions of costs and expenses, including real and personal property taxes, insurance, and utilities associated with the leased property.

Any proposed sale of a hotel that is subject to a ground or airspace lease or any proposed assignment of our leasehold interest as lessee under the ground or airspace lease may require the consent of the applicable lessor. As a result, in the future, we may not be able to sell, assign, transfer or convey our lessee’s interest in a hotel subject to our remaining ground or airspace leases absent consent of such third parties even if such transactions may be in the best interest of our stockholders.

Corporate Office

Our headquarters are located at 15 Enterprise, Suite 200, Aliso Viejo, California 92656 under a lease with an unaffiliated party that terminates on April 30, 2029.

Human Capital Resources

As of December 31, 2025, we had 37 employees. None of our employees are represented by a labor union or covered by a collective bargaining agreement. All persons employed in the day-to-day operations of the hotels are employees of the management companies engaged by the TRS Lessee or its subsidiaries to operate such hotels.

Our employees are vital to the success of our Company. We place a very high emphasis on maintaining positive relations with all of our employees and strive to create an inspiring and inclusive work environment where our employees feel motivated and empowered to produce exceptional results for the Company. Our human capital resource objectives include, as applicable, identifying, recruiting, retaining, and incentivizing our employees. To attract and retain top talent, we have designed our compensation and benefits programs to provide a balanced and effective reward structure, including:

●Subsidized medical, dental, and vision insurance;

●Life and disability insurance;

●Stock grant program;

●401(k) savings and retirement plan with Company contribution for all eligible employees;

●Hybrid work schedule;

●Pet insurance;

●Gym membership; and

●Discount on hotel rooms.

We believe that our compensation and employee benefits are competitive and allow us to attract and retain skilled employees throughout our Company. We frequently benchmark our compensation and benefits package against those in both our industry and in similar disciplines.

We are committed to maintaining a workplace culture that treats all employees fairly and with respect, promotes engagement, and provides equal opportunities for advancement based on merit. As of December 31, 2025, females constituted approximately 51% of our workforce, and ethnic, racial minorities, and other underrepresented communities constituted approximately 41% of our workforce. We intend to continue using a combination of targeted recruiting, talent development, and internal promotion strategies to ensure we have an engaged and well-rounded employee base across all roles and functions.

We strive to maintain an inclusive environment free from discrimination of any kind, including sexual or other discriminatory harassment. Our employees have multiple avenues available through which concerns or inappropriate behavior can be reported, including a confidential hotline. All concerns or reports of inappropriate behavior are promptly investigated with appropriate action taken to address such concerns or behavior.

Corporate Responsibility

We are committed to maintaining a Corporate Responsibility program, including initiatives aimed at enhancing our environmental sustainability, social responsibility, and corporate governance. We continuously seek opportunities to invest in initiatives intended to reduce energy, water, and waste impacts; enhance the overall environment and health, safety, and well-being of guests, hotel associates and our corporate employees; promote engagement and belonging; and improve the local communities in which we conduct business or own hotels. We take a comprehensive approach to our business and balance the best interests of all

stakeholders, including the environment, our employees, our capital providers, the hotel associates, guests, and the communities in which we own hotels. As our board of directors recognizes the importance of an effective corporate responsibility strategy on our operations and returns, the board of directors has assigned the board’s Nominating and Corporate Governance Committee with overseeing the strategy, policies, and implementation of our Corporate Responsibility program.

As an owner of real estate, we are subject to the risks associated with the physical effects of climate change, which can include more frequent or severe storms, hurricanes, flooding, droughts, and wildfires, any of which could have a material adverse effect on our hotels. While we are not involved in the operation of our properties, we do control the capital invested in our hotels and have invested in initiatives aimed at reducing the levels of greenhouse gas emissions at our properties, such as LED lighting retrofits, solar power installations, variable frequency drives, and building system upgrades. Additionally, on an annual basis, we publish a Corporate Responsibility Report on our website, which includes disclosures on our environmental and social performance and information related to our carbon footprint and the emissions at our hotels. Our Corporate Responsibility Report also includes our energy, carbon, and water performance and our 2035 environmental sustainability targets. The Corporate Responsibility Report is prepared in accordance with relevant international standards and best practices, specifically the Sustainable Accounting Standards Board for the Real Estate Sector, the Task-Force for Climate-Related Financial Disclosures, and the Global Reporting Initiative Index.

Environmental Reviews

Environmental reviews have been conducted on all of our hotels. From time to time, we have commissioned environmental consultants to conduct Phase I environmental site assessments on certain of our properties. In some instances, these Phase I assessments relied on information prepared as part of prior environmental assessments. Phase I assessments are designed to evaluate the potential for environmental contamination of properties based generally upon site inspections, facility personnel interviews, historical information, and certain publicly available databases. Phase I assessments will not necessarily reveal the existence or extent of all environmental conditions, liabilities, or compliance concerns at the properties. In addition, material environmental conditions, liabilities, or compliance concerns may arise after the Phase I assessments are completed, or may arise in the future, and future laws, ordinances, or regulations may impose material additional environmental liabilities.

Under various federal, state, and local laws and regulations, an owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances on the property. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances. Furthermore, a person that arranges for the disposal or transports for disposal or treatment of a hazardous substance at another property may be liable for the costs of removal or remediation of hazardous substances released into the environment at that property. The costs of remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to promptly remediate such substances, may adversely affect the owner’s ability to sell such real estate or to borrow using such real estate as collateral. In connection with the ownership and operation of our properties, we or the TRS Lessee, as the case may be, may be potentially liable for such costs. Although we have tried to mitigate environmental risk through insurance, this insurance may not cover all or any of the environmental risks we encounter.

We have provided customary unsecured indemnities to certain lenders and buyers of our properties, including in particular, environmental indemnities. We have performed due diligence on the potential environmental risks, including obtaining an independent environmental review from outside environmental consultants. These indemnities obligate us to reimburse the indemnified parties for damages related to environmental matters. There is generally no term or damage limitation on these indemnities; however, if an environmental matter arises, we could have recourse against other previous owners or a claim against its environmental insurance policies.

ADA Regulation

Our properties must comply with various laws and regulations, including Title III of the Americans with Disabilities Act (“ADA”) to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe that our properties are in substantial compliance with the ADA; however, noncompliance with the ADA could result in capital expenditures, the imposition of fines or an award of damages to private litigants. The obligation to make readily accessible accommodations is ongoing, and we will continue to assess our properties and to make alterations as appropriate in this respect.

Inflation

Inflation affects our expenses, including, without limitation, by increasing costs such as wages, employee-related benefits, food costs, commodity costs, including those used to renovate or reposition our hotels, property taxes, property and liability insurance,

utilities, and borrowing costs. We rely on our hotel operators to adjust room rates and pricing for hotel services to reflect the effects of inflation. However, previously contracted rates, competitive pressures or other factors may limit the ability of our operators to respond to inflation. As a result, our expenses may increase at higher rates than revenue and our expenses may not decrease if revenue decreases.

Securities Exchange Act Reports

Our internet address is www.sunstonehotels.com. Periodic and current Securities and Exchange Commission (“SEC”) reports and amendments to those reports, such as our annual proxy statement, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, are available, free of charge, through links displayed on our website as soon as reasonably practicable after we file such material with, or furnish it to, the SEC. In addition, the SEC maintains a website that contains these reports at www.sec.gov. We may also use our website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely accessible through and posted on the “Investor Relations” page of our website. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Investor Relations” page of our website. Our website and the SEC website and the information on our and the SEC’s websites are not a part of this Annual Report on Form 10-K.

Information about our Executive Officers

The following table sets forth certain information regarding the executive officers of the Company at December 31, 2025. All officers serve at the discretion of the board of directors subject to the terms of their respective employment agreements with the Company.

Name

Age

Position

Bryan A. Giglia

Chief Executive Officer and Director

Robert C. Springer

President and Chief Investment Officer

Aaron R. Reyes

Executive Vice President and Chief Financial Officer

David M. Klein

Executive Vice President and General Counsel

The following is additional information with respect to the above-named officers.

Bryan A. Giglia is our Chief Executive Officer and a member of our board of directors. Mr. Giglia joined the Company in March 2004, and between 2004 and 2013, served in numerous financial roles, including Senior Vice President Corporate Finance, where he oversaw capital market transactions, corporate financial planning and analysis, and investor relations. In February 2013, Mr. Giglia was appointed Senior Vice President and Chief Financial Officer, and in February 2016 he was appointed Executive Vice President and Chief Financial Officer, a position he held until March 2022 when he was appointed Chief Executive Officer. Prior to joining Sunstone, Mr. Giglia served in a variety of accounting positions for Hilton Hotels Corporation. Mr. Giglia currently serves on the National Association of Real Estate Investment Trusts’ Advisory Board of Governors and on the Board of Directors of the American Hotel & Lodging Association. Mr. Giglia attended the Marshall School of Business at the University of Southern California, where he earned an M.B.A. degree. Mr. Giglia earned his B.S. degree in Business Administration from the University of Arizona.

Robert C. Springer is our President and Chief Investment Officer. Mr. Springer joined the Company in May 2011 as Senior Vice President Acquisitions, and in February 2013, he was appointed Senior Vice President and Chief Investment Officer, a position he held until February 2016 when he was appointed Executive Vice President and Chief Investment Officer. In March 2022, Mr. Springer was appointed President and Chief Investment Officer. Prior to joining Sunstone, Mr. Springer served as a Vice President in the Merchant Banking Division of Goldman, Sachs & Co. ("Goldman") and in the firm's principal lodging investing activity, which investments were primarily placed through the Whitehall Street Real Estate series of private equity funds, as well as the Goldman Sachs Real Estate Mezzanine Partners fund. Mr. Springer's involvement with these funds included all aspects of hotel equity and debt investing, as well as asset management of numerous lodging portfolios. Mr. Springer joined Goldman in February 2006. Prior to joining Goldman, Mr. Springer worked in both the feasibility and acquisitions groups at Host Hotels & Resorts from 2004 to 2006 and was integral to the closing of several large lodging deals. Mr. Springer started his career with PricewaterhouseCoopers, LLP in the Hospitality Consulting Group from 1999 to 2004. Mr. Springer holds a B.S. degree in Hotel Administration from Cornell University.

Aaron R. Reyes is our Executive Vice President and Chief Financial Officer. Mr. Reyes joined the Company in April 2016 as Vice President Corporate Finance. In February 2021, he was appointed Senior Vice President Corporate Finance and Treasurer, a position he held until March 2022 when he was appointed Senior Vice President and Chief Financial Officer. In February 2024, Mr. Reyes was appointed Executive Vice President and Chief Financial Officer. Prior to joining Sunstone, Mr. Reyes was in the real estate and lodging investment banking divisions at Morgan Stanley and Bank of America Merrill Lynch. Prior to his time in investment

banking, he was a manager with Accenture, a global consulting firm. Mr. Reyes received an undergraduate degree in finance from Pepperdine University and an M.B.A. with an emphasis in real estate from the Anderson School at the University of California, Los Angeles.

David M. Klein is our Executive Vice President and General Counsel. Mr. Klein joined the Company in July 2016 as Senior Vice President and General Counsel, a position he held until February 2019 when he was appointed Executive Vice President and General Counsel. Prior to joining Sunstone, Mr. Klein was a Partner in the Hospitality & Leisure group of Dentons, LLP, one of the world’s largest law firms, where his practice focused solely on the hospitality and leisure industry. Prior to joining Dentons, Mr. Klein held the position of co-founding Principal, Chief Administrative Officer and General Counsel of NYLO Hotels and Advaya Hospitality. At NYLO, Mr. Klein spearheaded the company’s joint venture capitalization with Lehman Brothers, as well as multiple debt facilities for all company-owned hotel properties. He also led the structuring of the joint venture capitalization of Advaya with Auromatrix, a large private Indian conglomerate based in Chennai, India. Additionally, he oversaw all corporate and legal matters related to both companies’ ongoing franchise, management, development, financing, and corporate affairs. Prior to his roles with NYLO and Advaya, Mr. Klein was a partner in the Hospitality & Leisure group of Squire Sanders (Squire Patton Boggs). Mr. Klein received his J.D. degree from the Sandra Day O’Connor College of Law at Arizona State University and his B.A. degree from the University of California, Los Angeles.