Accel Entertainment (ACEL) CEO Rubenstein reports 45,000-share 10b5-1 stock sale

Rhea-AI Filing Summary

Accel Entertainment, Inc. (ACEL) CEO, President and director Andrew Rubenstein reported a sale of Class A-1 common stock. On 12/01/2025, he sold 45,000 shares in an open market transaction at a weighted average price of $10.3134 per share, through a broker.

After this transaction, Rubenstein beneficially owns 3,898,098 shares of Accel Entertainment common stock. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on December 26, 2024, which included a representation that he was not in possession of material nonpublic information as of the plan’s adoption date.

Insights

Equity Ownership and Governance Analyst

CEO/10% owner executes small, pre-planned share sale; overall ownership remains very large, signaling limited structural change.

The filing reports that **Accel Entertainment, Inc.** CEO, President, Director, and **10% owner** Andrew Rubenstein sold **45,000 shares** of Class A-1 common stock on 12/01/2025 at a weighted average price of $10.3134. After the sale, he still beneficially owns **3,898,098 shares**, so the transaction represents a small fraction of his reported holdings. The sale occurred under a **Rule 10b5-1 trading plan** adopted on 12/26/2024.

A Rule 10b5-1 plan is a pre-arranged trading program that allows insiders to sell shares under set instructions. The explanation clarifies that, when adopting the plan, the reporting person represented to the broker that he did not possess material nonpublic information as of that adoption date, and that this representation does not address any information he did not know at that time or obtained later. The price disclosure is a weighted average over multiple trades between $10.09 and $10.40, which is typical for market sales.

This event reflects **routine portfolio diversification or liquidity activity** by a major insider under a structured plan, rather than a disclosed shift in control or strategy. The key item to track going forward is whether additional Form 4 filings show a pattern of larger or more frequent sales that reduce the 3.9 million share position over time. The relevant time frame spans the remaining duration of this 10b5-1 plan and subsequent periods if new plans or transactions are reported.

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).

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^*

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)
12/01/2025

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	12/01/2025		S(1)		45,000	D	$10.3134(2)	3,898,098	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

Explanation of Responses:

1. The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 26, 2024. 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.09 to $10.40, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

Remarks:

	/s/ Derek Harmer, Attorney-in-Fact for Andrew Rubenstein	12/03/2025
	** 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 insider transaction did Accel Entertainment (ACEL) report in this Form 4?

Accel Entertainment reported that its CEO, President and director Andrew Rubenstein sold 45,000 shares of Class A-1 common stock on 12/01/2025.

At what price did Andrew Rubenstein sell Accel Entertainment (ACEL) shares?

The sale had a weighted average price of $10.3134 per share. The shares were sold in multiple trades at prices ranging from $10.09 to $10.40, inclusive.

How many Accel Entertainment (ACEL) shares does Andrew Rubenstein own after the reported sale?

Following the reported transaction, Andrew Rubenstein beneficially owns 3,898,098 shares of Accel Entertainment Class A-1 common stock.

Was the Accel Entertainment (ACEL) insider sale made under a Rule 10b5-1 plan?

Yes. The filing states that the shares were sold under a Rule 10b5-1 trading plan adopted by Andrew Rubenstein on December 26, 2024.

What does the Form 4 say about material nonpublic information for the Accel Entertainment (ACEL) trading plan?

The trading plan included a representation that, as of its adoption on December 26, 2024, the reporting person was not in possession of material nonpublic information about Accel or the securities covered by the plan. The representation speaks only as of that date.

How were the sale prices reported for Andrew Rubenstein’s Accel Entertainment (ACEL) Form 4 transaction?

The Form 4 reports a weighted average price. It notes that the 45,000 shares were sold in multiple transactions with prices between $10.09 and $10.40, and states that full trade details will be provided upon request.