Item 8.01Other Events.

On May 11, 2021, Sunstone Hotel Investors, Inc. (the "Company") and its wholly owned subsidiary, Sunstone Hotel Partnership, LLC (the "Operating Partnership"), entered into an underwriting agreement dated May 11, 2021 (the "Underwriting Agreement") with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, and BofA Securities, Inc., as representatives of the several underwriters named in the Underwriting Agreement, relating to the sale of 4,000,000 shares of the Company's 6.125% Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "Series H Preferred Stock") in connection with an underwritten public offering (the "Offering"), pursuant to the Company's effective registration statement on Form S-3 (File No. 333-236538). The Company also granted the underwriters a 30-day option to purchase up to an additional 600,000 shares solely to cover over-allotments, which has been exercised in full. The Offering is expected to close on May 24, 2021, subject to customary closing conditions. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

Additionally, on May 12, 2021, the Company provided notice of redemption to the holders of shares of its 6.950% Series E Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series E Preferred Stock"). On June 11, 2021, the Company will redeem all 4,600,000 shares of its Series E Preferred Stock at a price equal to $25.00 per share plus an amount equal to all accrued and unpaid dividends thereon, using proceeds received from the Offering. After the redemption date, the Company will have no outstanding shares of Series E Preferred Stock, and all rights of the holders of such shares will be terminated. Because the redemption of the Series E Preferred Stock is a redemption in full, trading of the Series E Preferred Stock on the New York Stock Exchange will cease on the redemption date.

Item 9.01Financial Statements and Exhibits





(d) Exhibits

Exhibit No.                               Description
    1.1         Underwriting Agreement, dated May 11, 2021, by and between
              Sunstone Hotel Investors, Inc. and Sunstone Hotel Partnership, LLC
              and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, and
              BofA Securities, Inc., as representatives of the several
              underwriters named therein.
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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