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Accel Entertainment, Inc. (ACEL) secretary exercises 1,846 RSUs, 541 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Accel Entertainment, Inc. reported that Secretary Derek Harmer exercised 1,846 Restricted Stock Units, receiving an equal number of Class A-1 Common Stock shares at no cost. On the same date, 541 shares of Class A-1 Common Stock were withheld at $11.13 per share to satisfy tax obligations. Following these transactions, Harmer directly holds 213,612 shares of Class A-1 Common Stock.

Positive

  • None.

Negative

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Insights

TL;DR: Officer received 1,846 RSUs settled into shares and sold 541 shares at $11.13 on 09/14/2025; activity appears routine.

The filing documents a standard equity compensation settlement and a contemporaneous open-market sale. The settlement of 1,846 RSUs at no cost increases the reporting person’s direct holdings by that amount, while the sale of 541 shares at $11.13 reduced holdings. The disclosure includes the total beneficial ownership counts reported after each transaction. This pattern is common for executives realizing vested equity and does not, by itself, disclose any company-level operational changes.

TL;DR: This Form 4 records routine vesting and a partial sale under standard officer compensation arrangements.

The explanation clarifies the RSU award terms and vesting schedule: one-quarter vested on March 14, 2023, with the remainder vesting in quarterly installments (1/16 of the total award per installment), conditional on continued service. The filing is signed and dated 09/16/2025, and contains no indications of unusual arrangements, related-party transactions, or changes to governance policy.

Insider Harmer Derek
Role Secretary
Type Security Shares Price Value
Exercise Restricted Stock Unit (RSU) 1,846 $0.00 $0.00
Exercise Class A-1 Common Stock 1,846 $0.00 $0.00
Exercise Price or Tax Liability Class A-1 Common Stock 541 $11.13 $6K
Holdings After Transaction: Restricted Stock Unit (RSU) — 3,693 shares (Direct); Class A-1 Common Stock — 213,612 shares (Direct)
Footnotes (2)
  1. F1. 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. F2. 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.
RSUs exercised 1,846 RSUs Restricted Stock Units converted into Class A-1 Common Stock on 2025-09-14
Shares withheld for taxes 541 shares Class A-1 Common Stock withheld at $11.13 per share for tax liability
Tax withholding price $11.13 per share Price applied to 541 withheld Class A-1 Common Stock shares
Post-transaction holdings 213,612 shares Direct Class A-1 Common Stock held by Derek Harmer after transactions
Initial RSU vesting 1/4 on March 14, 2023 First tranche of RSU award vests on March 14, 2023
Ongoing RSU vesting 1/16 quarterly Remaining RSUs vest in 1/16 quarterly installments subject to service
Restricted Stock Unit (RSU) financial
"Each restricted stock unit ("RSU") represents a contingent right to receive 1 share"
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
Class A-1 Common Stock financial
"1 share of the Issuer's Class A-1 Common Stock upon settlement for no consideration"
Class A-1 common stock is a specific type of ordinary share in a company whose exact voting power, dividend rights and transfer rules are set out in the company’s charter. It represents an ownership stake but may carry different rights than other share classes, so two shares with different labels are not always equal. For investors it matters because the share class determines how much influence you have, what income you may receive and how easily you can sell—think of it like different membership tiers that grant varying levels of access and benefits.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
contingent right financial
"RSU represents a contingent right to receive 1 share of Class A-1 Common Stock"

FAQ

What did ACEL insider Derek Harmer report in this Form 4?
Derek Harmer exercised 1,846 RSUs, receiving Class A-1 Common Stock, and had 541 shares withheld at $11.13 per share for taxes. After these transactions, he directly holds 213,612 shares of Accel Entertainment common stock.

How many Accel Entertainment (ACEL) RSUs did Harmer convert to stock?
Harmer converted 1,846 Restricted Stock Units into an equal number of Class A-1 Common Stock shares at $0.00 per share. Each RSU represents a contingent right to receive one share of Accel Entertainment’s Class A-1 Common Stock upon settlement.

How many ACEL shares were withheld for Derek Harmer’s taxes?
A total of 541 shares of Accel Entertainment Class A-1 Common Stock were withheld to cover tax liabilities at a price of $11.13 per share. This tax-withholding disposition reduced the net shares Harmer received from the RSU settlement.

What is Derek Harmer’s post-transaction holding in ACEL stock?
Following the reported transactions, Derek Harmer directly holds 213,612 shares of Accel Entertainment Class A-1 Common Stock. This canonical post-transaction balance reflects his current direct ownership position after the RSU exercise and tax withholding.

What does an RSU mean in Accel Entertainment (ACEL)’s Form 4?
Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Accel Entertainment Class A-1 Common Stock for no consideration upon settlement. The RSUs vest over time, with portions vesting quarterly subject to continued service.

How do Harmer’s RSUs vest at Accel Entertainment (ACEL)?
For the reported award, 1/4 of the RSUs vest on March 14, 2023, and the remainder vest in quarterly 1/16 installments. Vesting is conditioned on Harmer’s continuing service to Accel Entertainment on each vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
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*
Harmer Derek
(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)
Secretary
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 1,846 A $0 214,153 D
Class A-1 Common Stock 09/14/2025 F 541 D $11.13 213,612 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 1,846 (2) (2) Class A-1 Common Stock 1,846 $0 3,693 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 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.

Source: View Original Filing on SEC EDGAR