Accel (NYSE: ACEL) COO exercises RSUs, covers taxes with 3,061 shares

Rhea-AI Filing Summary

Accel Entertainment COO Mark T. Phelan exercised 10,445 restricted stock units into Class A-1 common shares as part of his equity compensation. Each RSU converts into one share for no cash consideration, reflecting stock-based pay rather than an open-market purchase.

On the same date, 3,061 shares were withheld at $11.45 per share to cover tax obligations, which is not an open-market sale. After these transactions, he directly holds 225,682 Class A-1 common shares. The RSUs vest in three annual installments, subject to continued service.

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

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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^*

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)
	COO, President, U.S. Gaming

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		10,445	A	$0	228,743	D
Class A-1 Common Stock	03/10/2026		F		3,061	D	$11.45	225,682	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			10,445	(2)	(2)	Class A-1 Common Stock	10,445	$0	20,891	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 Mark T. Phelan	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).
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FAQ

What did Accel Entertainment (ACEL) COO Mark Phelan do in this Form 4 filing?

Mark Phelan exercised 10,445 restricted stock units into Class A-1 common shares. This is a compensation-related equity vesting event, not an open-market purchase, and reflects stock awards converting into actual shares under his employment agreement.

How many Accel Entertainment (ACEL) shares does Mark Phelan now hold?

After the reported transactions, Mark Phelan directly holds 225,682 shares of Accel Entertainment Class A-1 common stock. This figure reflects both the RSU conversion and the shares withheld to cover tax obligations tied to the vesting event.

Were any Accel Entertainment (ACEL) shares sold on the open market in this Form 4?

No open-market sales occurred. Instead, 3,061 shares were withheld at $11.45 per share to satisfy tax liabilities from the RSU vesting, a standard non-market mechanism that reduces net shares received without representing a discretionary stock sale.

How do the Accel Entertainment (ACEL) RSUs for Mark Phelan vest over time?

The RSUs vest in three equal annual installments. One-third of the underlying shares vest on each of the first three anniversaries of the grant date, provided Mark Phelan continues to serve Accel Entertainment on each applicable vesting date.

What type of security did Mark Phelan exercise at Accel Entertainment (ACEL)?

He exercised restricted stock units, or RSUs, which each represent a contingent right to receive one share of Accel Entertainment’s Class A-1 common stock upon settlement, for no cash exercise price, as part of his stock-based compensation.