Item 8.01. Other Events.
On February 20, 2020, Sunstone Hotel Investors,
Inc. (the “Company”) and its operating partnership, Sunstone Hotel Partnership, LLC, entered into amendments (collectively,
the “Amendments”) to equity distribution agreements (collectively, the “Original Agreements”) with each
of BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (together, the “Sales Agents”).
The Original Agreements provided that the Company may sell the Company’s shares of common stock, par value $0.01 per share,
having an aggregate offering price of up to $300,000,000 (the “Shares”), from time to time through any of the Sales
Agents, acting as sales agent and/or principal. Under the Original Agreements, the Company has offered and sold Shares having an
aggregate gross sales price of $124,532,115 through the date hereof. The Amendments, among other things, amend the Original Agreements
to contemplate the sale of the remaining Shares pursuant to the Company’s new Registration Statement on Form S-3 (File No.
333-236538) and the related prospectus, dated February 20, 2020. The Company also filed a prospectus supplement, dated February
20, 2020, to the prospectus with the Securities and Exchange Commission in connection with the offer and sale of the Shares.
The foregoing description of the Amendments
is not complete and is qualified in its entirety by reference to the entire Amendments, copies of which are attached hereto as
Exhibits 1.1, 1.2 and 1.3 and incorporated herein by reference.
In connection with the filing of the Amendments,
the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K the opinion of its counsel, Venable LLP.
Forward-Looking Statements
This Current Report on Form 8-K may contain
forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based on certain assumptions
and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking
information.
These forward-looking statements are subject
to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company’s
control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but
are not limited to, the state of the U.S. economy, supply and demand in the hotel industry and other factors as are described
in greater detail in the Company’s filings with the Securities and Exchange Commission, including, without limitation, the
Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Unless legally required, the Company disclaims
any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.