Accel Entertainment (ACEL) COO settles RSUs, covers $11.29 tax via shares

Rhea-AI Filing Summary

Accel Entertainment COO Mark T. Phelan exercised restricted stock units tied to performance-based and time-based awards, receiving a total of 57,686 shares of Class A-1 Common Stock on March 14 and 15. To cover tax liabilities, 16,904 shares were automatically withheld at a reference price of $11.29 per share, leaving him with 266,464 shares owned directly after these transactions.

The RSUs stem from long-term incentive grants, including a three-year performance stock unit award for the period ended December 31, 2025, and prior time-vested grants that vest over multi-year schedules, reflecting compensation rather than open-market trading.

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)
03/14/2026

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	03/14/2026		M		1,784	A	$0	227,466	D
Class A-1 Common Stock	03/14/2026		F		523	D	$11.29	226,943	D
Class A-1 Common Stock	03/14/2026		M		10,546	A	$0	237,489	D
Class A-1 Common Stock	03/14/2026		F		3,090	D	$11.29	234,399	D
Class A-1 Common Stock	03/14/2026		M		35,710	A	$0	270,109	D
Class A-1 Common Stock	03/14/2026		F		10,464	D	$11.29	259,645	D
Class A-1 Common Stock	03/15/2026		M		9,646	A	$0	269,291	D
Class A-1 Common Stock	03/15/2026		F		2,827	D	$11.29	266,464	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)	03/14/2026		M			35,710	03/14/2026	(2)	Class A-1 Common Stock	35,710	$0	0	D
Restricted Stock Unit (RSU)	(3)	03/14/2026		M			1,784	(4)	(4)	Class A-1 Common Stock	1,784	$0	0	D
Restricted Stock Unit (RSU)	(3)	03/14/2026		M			10,546	(5)	(5)	Class A-1 Common Stock	10,546	$0	0	D
Restricted Stock Unit (RSU)	(3)	03/15/2026		M			9,646	(5)	(5)	Class A-1 Common Stock	9,646	$0	9,646	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Accel Entertainment (ACEL) COO Mark Phelan report on this Form 4?

Mark Phelan reported exercises of restricted stock units into Class A-1 common shares and related tax withholding. The transactions reflect long-term equity compensation vesting rather than open-market buying or selling of Accel Entertainment stock.

How many Accel Entertainment shares did the COO receive and withhold for taxes?

He received 57,686 shares through RSU settlements and had 16,904 shares withheld to cover tax obligations. The withholding used a reference price of $11.29 per share, leaving him with 266,464 shares held directly afterward.

Were Mark Phelan’s Accel Entertainment transactions open-market purchases or sales?

No, the filing shows RSU exercises and tax-withholding dispositions, not open-market trades. Code M entries reflect derivative exercises and code F entries reflect shares withheld to pay taxes, common for equity compensation vesting events.

What performance period was tied to the reported Accel Entertainment RSUs?

Some RSUs were issued after certification of results for a three-year performance stock unit award. That award covered the performance period ended December 31, 2025, and converted into restricted stock units upon the compensation committee’s certification.

How do the Accel Entertainment RSUs vest for the COO?

Vesting schedules vary by grant. One award vests 100% on March 14, 2026, subject to continued service. Other grants vest in annual or quarterly installments over several years, reflecting time-based retention incentives for the executive.

How many Accel Entertainment shares does the COO hold after these transactions?

After the reported RSU settlements and tax withholding, Mark Phelan directly holds 266,464 shares of Accel Entertainment Class A-1 Common Stock. This figure comes from the “total shares following transaction” values in the non-derivative transaction entries.