Accel Entertainment (ACEL) CCO sells 20K shares under 10b5-1 plan

Rhea-AI Filing Summary

Accel Entertainment Chief Compliance Officer Derek Harmer reported a mix of equity compensation events, tax withholdings, a planned share sale, and a small family gift. He exercised or converted restricted stock units into a total of 39,414 shares of Class A-1 Common Stock on March 14–15, 2026, with 11,550 shares withheld at $11.29 per share to cover tax obligations. Harmer also sold 20,000 shares at $11.39 per share in an open-market transaction made under a pre-arranged Rule 10b5-1 trading plan adopted on December 11, 2025. Following these transactions, he directly holds 179,963 shares of Class A-1 Common Stock and indirectly holds 1,100 shares through his son after gifting 1,000 shares.

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

X

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)
	Chief Compliance Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		S(1)		20,000	D	$11.39	179,963	D
Class A-1 Common Stock	03/14/2026		M		1,846	A	$0	181,809	D
Class A-1 Common Stock	03/14/2026		F		541	D	$11.29	181,268	D
Class A-1 Common Stock	03/14/2026		M		6,803	A	$0	188,071	D
Class A-1 Common Stock	03/14/2026		F		1,994	D	$11.29	186,077	D
Class A-1 Common Stock	03/14/2026		M		23,037	A	$0	209,114	D
Class A-1 Common Stock	03/14/2026		F		6,750	D	$11.29	202,364	D
Class A-1 Common Stock	03/15/2026		M		7,728	A	$0	210,092	D
Class A-1 Common Stock	03/15/2026		F		2,265	D	$11.29	207,827	D
Class A-1 Common Stock	03/16/2026		G		1,000	A	$0	1,100	I	By son (M. Harmer)

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)	(2)	03/14/2026		M			23,037	03/14/2026	(3)	Class A-1 Common Stock	23,037	$0	0	D
Restricted Stock Unit (RSU)	(4)	03/14/2026		M			1,846	(5)	(5)	Class A-1 Common Stock	1,846	$0	0	D
Restricted Stock Unit (RSU)	(4)	03/14/2026		M			6,803	(6)	(6)	Class A-1 Common Stock	6,803	$0	0	D
Restricted Stock Unit (RSU)	(4)	03/15/2026		M			7,728	(6)	(6)	Class A-1 Common Stock	7,728	$0	7,728	D

Explanation of Responses:

1. The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2025. The 10b5-1 plan included a representation from the Reporting Person to the broker administering the plan that the Reporting Person was not in possession of any material nonpublic information regarding the Issuer or the securities subject to the plan. That representation was made as of the date of the adoption of the 10b5-1 plan, and speaks only as of that date. In making that representation, there is no assurance with respect to any material nonpublic information of which the Reporting Person was unaware, or with respect to any material nonpublic information acquired by the Reporting Person after the date of the representation.

2. The reported securities represent restricted stock units (RSUs) issued upon certification by the Compensation Committee of performance results for the Company's three-year performance stock unit (PSU) award covering the performance period ended December 31, 2025.

3. 100% of the RSUs will vest on March 14, 2026, subject to the Reporting Person's continued service to the Issuer on the vesting date.

4. 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.

5. 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.

6. 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	03/16/2026
	** 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).
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FAQ

What insider transactions did ACEL’s Derek Harmer report on this Form 4?

Derek Harmer reported RSU exercises, tax withholdings, an open-market sale, and a gift. He converted 39,414 RSUs into Class A-1 shares, had 11,550 shares withheld for taxes, sold 20,000 shares, and gifted 1,000 shares to his son.

How many Accel Entertainment (ACEL) shares did Derek Harmer sell?

Derek Harmer sold 20,000 shares of Class A-1 Common Stock. The shares were sold at $11.39 per share in an open-market transaction, executed pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on December 11, 2025.

How many RSUs did ACEL’s Derek Harmer exercise in this filing?

Derek Harmer exercised or converted 39,414 restricted stock units. These RSUs related to multiple awards, including performance-based units for the three-year period ended December 31, 2025, each RSU representing one Class A-1 share upon settlement for no cash consideration.

How many Accel Entertainment shares were withheld for Derek Harmer’s taxes?

A total of 11,550 shares were withheld to satisfy tax liabilities. Several F-code transactions show tax-withholding dispositions at a price of $11.29 per share, covering obligations triggered by the RSU vesting and settlement events.

What are Derek Harmer’s Accel Entertainment shareholdings after these transactions?

After the reported transactions, Harmer directly holds 179,963 shares. He also indirectly owns 1,100 shares of Class A-1 Common Stock through his son, reflecting a bona fide gift transfer of 1,000 shares and the resulting indirect position.

Was Derek Harmer’s ACEL share sale made under a Rule 10b5-1 plan?

Yes, the 20,000-share sale was made under a Rule 10b5-1 plan. A footnote states the shares were sold pursuant to a trading plan Harmer adopted on December 11, 2025, with representations about not possessing material nonpublic information at adoption.

What kind of equity awards did ACEL’s Derek Harmer receive or settle?

Harmer’s transactions involved restricted stock units tied to performance and time-based vesting. Footnotes describe RSUs issued after certification of three-year performance results and other RSU awards vesting on specific anniversary and quarterly schedules, all settling into Class A-1 shares for no cash payment.