Accel Entertainment (NYSE: ACEL) CEO exercises RSUs, uses shares to pay tax

Rhea-AI Filing Summary

Accel Entertainment CEO and President Andrew H. Rubenstein exercised restricted stock units into common shares in a compensation-related transaction. He converted 29,345 RSUs into the same number of Class A-1 Common Stock shares at a conversion price of $0.00 per share. To cover associated tax obligations, 10,548 shares of Class A-1 Common Stock were withheld at $11.45 per share, which is a tax-withholding disposition rather than an open-market sale. Following these transactions, Rubenstein directly holds 3,907,618 shares of Class A-1 Common Stock and 58,689 RSUs, reflecting a routine vesting and settlement of equity awards.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rubenstein Andrew H.

(Last) (First) (Middle)

C/O ACCEL ENTERTAINMENT, INC.

140 TOWER DRIVE

(Street)

BURR RIDGE IL 60527

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Accel Entertainment, Inc. [ ACEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A-1 Common Stock	03/10/2026		M		29,345	A	$0	3,918,166	D
Class A-1 Common Stock	03/10/2026		F		10,548	D	$11.45	3,907,618	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (RSU)	(1)	03/10/2026		M			29,345	(2)	(2)	Class A-1 Common Stock	29,345	$0	58,689	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A-1 Common Stock upon settlement for no consideration.

2. 1/3 of the shares underlying the RSUs will vest on each of the first three anniversaries of the grant date, in each case subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Derek Harmer, Attorney-in-Fact for Andrew Rubenstein	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ACEL CEO Andrew Rubenstein report on this Form 4?

Andrew Rubenstein reported exercising 29,345 restricted stock units into Class A-1 Common Stock. The transaction reflects routine equity compensation vesting, with no open-market share purchases or sales disclosed in the reported activity.

How many Accel Entertainment (ACEL) shares did the CEO receive and at what price?

Rubenstein acquired 29,345 shares of Class A-1 Common Stock by settling RSUs at a conversion price of $0.00 per share. These shares came from equity awards, not from buying stock on the open market.

Why were some ACEL shares disposed of in Andrew Rubenstein’s Form 4 filing?

The filing shows 10,548 Class A-1 Common Stock shares disposed at $11.45 per share to satisfy tax obligations. This tax-withholding disposition is a standard mechanism and does not represent an open-market sale by the executive.

What are Andrew Rubenstein’s Accel Entertainment (ACEL) holdings after this Form 4?

After the reported transactions, Rubenstein directly holds 3,907,618 shares of Class A-1 Common Stock and 58,689 restricted stock units. These figures reflect his updated equity position following the RSU vesting and related tax-withholding shares.

Were any Accel Entertainment (ACEL) derivative positions left after the RSU exercise?

The reported RSU award was partially settled, converting 29,345 units into common shares. The filing shows 58,689 RSUs remaining, indicating Rubenstein still holds additional unvested or unsettled equity-based compensation in the company.