Accel Entertainment insider Rubenstein files Form 4 showing RSU award and stock sales

Rhea-AI Filing Summary

Andrew Rubenstein, CEO and President of Accel Entertainment, Inc. (ACEL), reported multiple transactions in the issuer's Class A-1 Common Stock on September 14 and September 16, 2025. The filing shows acquisition of 6,958 restricted stock units (RSUs) that convert 1-for-1 to Class A-1 shares on settlement, and three separate dispositions: 3,034 shares sold at $11.13, 3,250 shares disposed of for $0 on 09/16/2025, and a related reduction in beneficial ownership reflected after each trade. Following these transactions the reporting person beneficially owned 3,943,098 Class A-1 shares. The RSUs vest per the stated schedule and represent contingent rights to receive shares.

Positive

• RSU grant disclosed: 6,958 restricted stock units awarded that convert 1-for-1 to Class A-1 shares on settlement
• Clear vesting schedule: RSUs vest with 1/4 on March 14, 2023 and the remainder in quarterly installments thereafter
• Complete reporting: Form 4 signed by attorney-in-fact and includes explanatory footnotes

Negative

• Disposals reported: 3,034 shares sold at $11.13 and 3,250 shares disposed of for $0, reducing beneficial ownership
• Potential liquidity action: Multiple dispositions in close succession decrease the insider's reported holdings

Insights

Corporate Governance Expert

TL;DR: Insider reported routine grant and small sales; documentation clarifies vesting schedule and post-transaction holdings.

The Form 4 documents a mix of grant and dispositions by the CEO and a 10% owner, which is common in executive compensation and liquidity management. The RSU award of 6,958 units converts 1-for-1 to Class A-1 shares and follows a specified vesting schedule. The reported sales (3,034 shares at $11.13 and 3,250 shares at $0) reduced beneficial ownership to 3,943,098 shares. The filing is properly executed and signed by an attorney-in-fact, and includes the required explanatory footnotes about RSU settlement and vesting.

Securities Analyst

TL;DR: Transactions are disclosed clearly but appear routine and do not by themselves indicate material change to ownership control.

The report lists non-derivative and derivative-related entries: the RSU grant (6,958 units) is reflected in both tables and described as converting to shares for no consideration on settlement. Dispositions decreased reported holdings in multiple steps, with one sale priced at $11.13. Post-transaction beneficial ownership is reported at 3,943,098 Class A-1 shares. From a compliance perspective the Form 4 fulfills Section 16 reporting requirements and provides necessary vesting detail for the RSUs.

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

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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)
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		6,958	A	$0	3,949,382	D
Class A-1 Common Stock	09/14/2025		F		3,034	D	$11.13	3,946,348	D
Class A-1 Common Stock	09/16/2025		G		3,250	D	$0	3,943,098	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			6,958	(2)	(2)	Class A-1 Common Stock	6,958	$0	13,915	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 Andrew Rubenstein	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.
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 transactions did Andrew Rubenstein report on Form 4 for ACEL?

The filing reports an RSU grant of 6,958 units and dispositions of 3,034 shares sold at $11.13 and 3,250 shares disposed of for $0 on the reported dates.

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

Following the reported transactions the filing shows beneficial ownership of 3,943,098 Class A-1 shares.

What is the settlement and vesting treatment of the RSUs reported?

Each RSU converts to 1 share of Class A-1 Common Stock on settlement for no consideration. Vesting is 1/4 on March 14, 2023 and the remainder in quarterly 1/16 installments thereafter, subject to continued service.

Who signed the Form 4 and when was it filed?

The Form 4 is signed by /s/ Derek Harmer, Attorney-in-Fact for Andrew Rubenstein with the signature dated 09/16/2025.

What titles and relationships does the reporting person have with ACEL?

The reporting person is identified as a Director, a 10% Owner, and an Officer holding the titles Chief Executive Officer and President.