[Form 4] Accel Entertainment, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Mark T. Phelan, President, U.S. Gaming of Accel Entertainment, Inc. (ACEL), reported transactions affecting both non-derivative and derivative holdings on 09/14/2025. The filing shows an acquisition of 1,784 restricted stock units (RSUs) recorded at $0, bringing the reporter's total direct beneficial ownership of Class A-1 common stock to 217,560 shares after the RSU grant. The filing also discloses a separate disposition of 523 shares of Class A-1 common stock at $11.13, leaving 217,037 shares beneficially owned. The RSUs represent contingent rights to receive one share each upon settlement and the document includes a vesting schedule: one-quarter vested on March 14, 2023, with the remainder vesting in 1/16 installments quarterly thereafter, subject to continued service. The form is signed by an attorney-in-fact on 09/16/2025.

Positive

• RSU award of 1,784 shares aligns executive incentives with shareholder value by creating future equity-based compensation
• Detailed vesting schedule provided, showing one-quarter vested and remaining awards vesting quarterly in 1/16 installments, enhancing retention clarity
• Large retained ownership after transactions (217,037 shares) indicates continued executive alignment with shareholders

Negative

• Disposition of 523 shares at $11.13 represents a sale by the reporting person, though it is a small proportion of total holdings
• RSUs settle for no cash consideration, which could have a modest dilutive effect when settled into shares

Insights

Financial Analyst

TL;DR Routine executive equity grant plus a small open-market sale, overall neutral for shareholder dilution and incentives.

The report shows a grant of 1,784 RSUs at no cash consideration and a sale of 523 shares at $11.13. The net holdings remain substantial at over 217,000 shares, indicating continued equity exposure by the executive. The RSU vesting schedule ties future compensation to continued service, supporting alignment with long-term performance metrics. The disclosed sale represents a small fraction of total holdings (~0.24% of post-grant shares), suggesting limited liquidity-taking rather than major reallocation.

Corporate Governance Expert

TL;DR Compensation-related disclosure consistent with standard insider reporting and executive retention practices.

The filing documents a compensation-related RSU award with an explicit vesting schedule and a minor share disposition. The presence of an attorney-in-fact signature and full vesting details satisfies procedural disclosure norms. No extraordinary transactions, option repricings, or large unexplained disposals are shown. From a governance standpoint, the filing reflects typical equity-based retention and transparent reporting.

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
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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^*

Phelan Mark T.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, U.S. Gaming

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2025

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	09/14/2025		M		1,784	A	$0	217,560	D
Class A-1 Common Stock	09/14/2025		F		523	D	$11.13	217,037	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)	09/14/2025		M			1,784	(2)	(2)	Class A-1 Common Stock	1,784	$0	3,568	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. 1/4 of the RSUs will vest on March 14, 2023, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continuing service to the Issuer on each vesting date.

Remarks:

	/s/Derek Harmer, Attorney-in-Fact for Mark T. Phelan	09/16/2025
	** 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.
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FAQ

What transactions did Mark T. Phelan report on Form 4 for ACEL?

The filing reports an acquisition of 1,784 RSUs at $0 and a disposition of 523 shares of Class A-1 common stock at $11.13 on 09/14/2025.

How many shares does the reporting person beneficially own after these transactions?

Following the reported transactions, the filing shows beneficial ownership of 217,037 shares of Class A-1 common stock.

What is the vesting schedule for the RSUs granted to Mark T. Phelan?

The RSU award vests with 1/4 of the RSUs vesting on March 14, 2023 and the remainder vesting in 1/16 of the total award in quarterly installments thereafter, subject to continued service.

Were the RSUs granted for cash consideration?

No; each RSU represents a contingent right to receive one share upon settlement for no consideration, per the filing.

Who signed the Form 4 filing for Mark T. Phelan?

The filing was signed by /s/ Derek Harmer, Attorney-in-Fact for Mark T. Phelan on 09/16/2025.