Sunstone Hotel Investors Inc美股招股说明书(2026-08-10版)

$300,000,000 Common Stock We have entered into a joint equity distribution agreement, dated as of August10, 2026, with each of BofA Securities, Inc., BTIG, LLC, CantorFitzgerald& Co., Capital One Securities, Inc., Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, M&T Securities, Inc., RegionsSecurities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, each a sales agent and, collectively, the sales agents, and, if applicable, therelevant forward purchasers (as defined below), relating to the offer and sale of shares of common stock, $0.01 par value per share, or common stock,having an aggregate offering price of up to $300,000,000, to be made from time to time under this prospectus supplement and the accompanyingprospectus through the sales agents, as our sales agents or, if applicable, as forward sellers (as defined below), or directly to the sales agents as principalsfor their own accounts. Upon entry into the equity distribution agreement, we terminated our prior at-the-market program. At the time of suchtermination, shares of common stock having an aggregate gross sales price of up to $300,000,000 remained unsold under such prior program. The equity distribution agreement contemplates that, in addition to the issuance and sale by us of shares of our common stock to or through thesales agents, we may enter into separate forward sale agreements with each of Bank of America, N.A., CF Secured, LLC, Huntington Securities, Inc.,Jefferies LLC, JPMorgan Chase Bank, National Association, Nomura Global Financial Products Inc., Regions Securities LLC, Truist Bank and WellsFargo Bank, National Association, or one of their respective affiliates (in such capacity, each a forward purchaser and, collectively, the forwardpurchasers). If we enter into a forward sale agreement with any forward purchaser, we expect that such forward purchaser (or its affiliate) will use itscommercially reasonable efforts to borrow from third parties and the relevant sales agent will use commercially reasonable efforts consistent with itsnormal trading and sales practices to sell, through the relevant sales agent, as forward seller, shares of our common stock to hedge such forwardpurchaser’s exposure under such forward sale agreement. We refer to a sales agent (except with respect to BTIG, LLC, Capital One Securities, Inc., andM&T Securities, Inc.) or to Nomura Securities International, Inc. (acting through BTIG, LLC as agent), when acting as sales agent for the relevantforward purchaser, as, individually, a forward seller and, collectively, the forward sellers. Unless otherwise expressly stated or the context otherwiserequires, references herein to the “related” or “relevant” forward purchaser mean, with respect to any sales agent, the affiliate of such sales agent that isacting as forward purchaser or, if applicable, such sales agent acting in its capacity as forward purchaser, except with respect to BTIG, LLC, in whichcase the relevant forward purchaser is Nomura Global Financial Products Inc. and the relevant forward seller is Nomura Securities International, Inc.(acting through BTIG, LLC as agent). We will not initially receive any proceeds from any sale of shares of our common stock borrowed by a forwardpurchaser (or its affiliate) and sold through a forward seller. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions ortransactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act,including sales made by means of ordinary brokers’ transactions, including directly on the New York Stock Exchange, or the NYSE, or sales made to orthrough a market maker other than on an exchange. No sales agent is required to sell any specific number or dollar amount of shares of our commonstock but will use its commercially reasonable efforts consistent with its normal trading and sales practices and subject to the terms of the equitydistribution agreement and, in the case of shares offered through such sales agent as forward seller, the relevant forward sale agreement to sell the sharesof our common stock offered by this prospectus supplement, as instructed by us and, in the case of shares offered through such sales agent as forwardseller, the relevant forward purchaser. Our common stock to which this prospectus supplement relates will be sold only through one sales agent on anygiven day. The offering of our common stock pursuant to the equity distribution agreement will terminate upon the earlier of (1)the sale of our common stock having an aggregateoffering price of $300,000,000 or (2)the termination of the equity distribution agreement pursuant to the terms thereof. We currently expect to fully physically settle each forward sale agreement, if any, with the relevant forward purchaser on one or more datesspecified by us on or prior to the m