[8-K] Accel Entertainment, Inc. Reports Material Event

Rhea-AI Filing Summary

Accel Entertainment, Inc. disclosed that its Audit Committee completed a competitive process to select the independent registered public accounting firm for the fiscal year ending December 31, 2026. On December 18, 2025, the Committee approved engaging Deloitte & Touche LLP as the company’s independent auditor for 2026, subject to completion of Deloitte’s standard client acceptance procedures, and approved the dismissal of KPMG LLP following completion of KPMG’s audit for the fiscal year ending December 31, 2025.

The company notes that KPMG’s audit reports for the fiscal years ended December 31, 2024 and 2023 contained no adverse opinions, disclaimers, or qualifications, and that there were no disagreements or reportable events with KPMG during those periods or subsequent interim periods. Accel also states that it and its representatives did not consult with Deloitte on the types of matters described in the SEC’s auditor change rules before this engagement, and it has filed KPMG’s confirming letter as an exhibit.

Insights

Audit & Governance Analyst

Accel is changing auditors from KPMG to Deloitte after a competitive review, with no reported disputes.

Accel Entertainment’s Audit Committee ran a competitive selection process that included its current auditor, KPMG, and chose Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. KPMG will complete the audit for the fiscal year ending December 31, 2025 before its dismissal becomes effective.

The company emphasizes that KPMG’s reports on the 2023 and 2024 financial statements contained no adverse opinions, disclaimers, or qualifications, and that there were no disagreements or reportable events during those years or subsequent interim periods. That framing presents the auditor change as a governance decision rather than a reaction to identified accounting issues.

Accel also states it did not consult Deloitte on the specific accounting or audit matters referenced in SEC rules before deciding on the engagement, and it has obtained a letter from KPMG filed as an exhibit confirming the accuracy of these disclosures. Overall, this appears as a planned transition in audit firms, with the practical impact emerging in the 2026 audit cycle.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2025

ACCEL ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38136

98-1350261

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

140 Tower Drive

Burr Ridge,

Illinois

60527

(Address of principal executive offices)

(Zip Code)

(630) 972-2235

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Class A-1 common stock, par value $0.0001 per share			ACEL			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

The Audit Committee (the “Committee”) of the Board of Directors of Accel Entertainment, Inc. (the “Company”) recently completed a competitive selection process, inclusive of the Company’s current independent registered public accounting firm, KPMG LLP (“KPMG”), to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Following the review and evaluation of the proposals of the participating firms, on December 18, 2025, the Committee approved the engagement of Deloitte and Touche, LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, subject to completion of its standard client acceptance procedures. Concurrently, the Committee also approved the dismissal of KPMG as the Company’s independent registered public accounting firm, following completion of its audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2025.

KPMG’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2024 and 2023 and the subsequent interim periods through the date of this Current Report on Form 8-K, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference to the subject matter of the disagreement in connection with their reports, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulations S-K).

The Company provided KPMG with a copy of the foregoing disclosures and requested that KPMG furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein, as specified by Item 304(a)(3) of Regulation S-K. A copy of KPMG’s letter, dated December 23, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

During the fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company nor anyone acting on its behalf consulted with Deloitte regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
16.1						Letter from KPMG LLP, dated December 23, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ACCEL ENTERTAINMENT, INC.
Date: December 23, 2025			By:						/s/ Scott Levin
									Scott Levin
									Chief Legal Officer & Corporate Secretary

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