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Accel Entertainment (ACEL) updates Rubenstein PSU vesting and new RSU grant

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Accel Entertainment, Inc. reported several equity award changes for Chairman and 10% owner Andrew H. Rubenstein. On August 7, 2026, performance-based restricted stock units (PSUs) tied to share-price targets partially vested, with 346,831 PSUs settling into the same number of Class A-1 common shares, while 173,416 PSUs were forfeited because a higher stock-price target was not achieved. In connection with this vesting, 151,219 shares of Class A-1 common stock were delivered or withheld for payment of exercise price or tax liability. Separately, on August 10, 2026, Rubenstein received a grant of 335,516 restricted stock units (RSUs), which generally vest in twelve equal quarterly installments, subject to continued service.

Positive

  • None.

Negative

  • None.
Insider Rubenstein Andrew H.
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Restricted Stock Unit (RSU) F5, F6 335,516 $0.00 $0.00
Exercise Performance-based Restricted Stock Unit (PSU) F1, F2, F3 346,831 $0.00 $0.00
Disposition Performance-based Restricted Stock Unit (PSU) F1, F4, F3 173,416 $0.00 $0.00
Exercise Class A-1 Common Stock 346,831 $0.00 $0.00
Exercise Price or Tax Liability Class A-1 Common Stock 151,219 $12.16 $1.84M
Holdings After Transaction: Performance-based Restricted Stock Unit (PSU) — 0 shares (Direct); Restricted Stock Unit (RSU) — 335,516 shares (Direct); Class A-1 Common Stock — 4,053,555 shares (Direct)
Footnotes (6)
  1. F1. Each performance-based restricted stock unit ("PSU") represents the contingent right to receive one share of the Issuer's Class A-1 common stock upon settlement for no consideration. The PSUs vest subject to the Reporting Person's continued service to the Issuer through August 7, 2026 and the Issuer's Class A-1 common stock achieving specified price per share targets.
  2. F2. As of the August 7, 2026 vesting date, two of the three specified stock-price targets ($12.00 and $12.50) had been achieved. Accordingly, two-thirds of the PSUs (346,831 PSUs) vested and settled into 346,831 shares of Class A-1 common stock.
  3. F3. The PSUs were granted on April 27, 2023 and were originally scheduled to vest subject to the Reporting Person's continued service to the Issuer through April 27, 2026 and the Issuer's Class A-1 common stock achieving three specified price-per-share targets, on a volume weighted average trading price basis over a 20-day trading period. In connection with the Reporting Person's transition from Chief Executive Officer to Chairman, the vesting date was subsequently extended from April 27, 2026 to August 7, 2026 pursuant to action taken by the Issuer's Compensation Committee.
  4. F4. Because the third specified stock-price target ($13.00) was not achieved as of the August 7, 2026 vesting date, the remaining one-third of the PSUs (173,416 PSUs) were cancelled and forfeited for no consideration.
  5. F5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A-1 common stock upon settlement for no consideration.
  6. F6. 1/12 of the shares underlying the RSUs will generally vest on a quarterly basis starting on the 3-month anniversary of the grant date, in each case subject to the Reporting Person's continued service with the Company on each such vesting date.
PSUs vested and settled 346,831 shares Two-thirds of performance-based RSUs vested on August 7, 2026 when price targets of $12.00 and $12.50 were met
PSUs forfeited 173,416 PSUs Cancelled and forfeited for no consideration because the $13.00 stock-price target was not achieved by August 7, 2026
Shares used for exercise price or tax liability 151,219 shares at $12.16 Class A-1 common stock delivered or withheld in connection with the PSU-related equity event
New RSU grant 335,516 RSUs Restricted stock units granted on August 10, 2026, vesting in 12 quarterly installments subject to continued service
PSU vesting end date August 7, 2026 Final vesting date for the performance-based RSUs after extension from April 27, 2026
Performance-based Restricted Stock Unit (PSU) financial
"Each performance-based restricted stock unit ("PSU") represents the contingent right"
Restricted Stock Unit (RSU) financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one 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.
volume weighted average trading price financial
"price-per-share targets, on a volume weighted average trading price basis"
Volume weighted average trading price (VWAP) is the average price of a security over a set period, calculated by giving more weight to prices where more shares were traded — in other words, prices with higher volume count more. Investors use VWAP as a benchmark to judge trade execution and market activity: it helps tell whether a buy or sell occurred at a better or worse price than the market’s typical traded level, like comparing your purchase to the crowd’s average.
vesting date financial
"As of the August 7, 2026 vesting date, two of the three specified"
payment of exercise price or tax liability financial
"Payment of exercise price or tax liability by delivering or withholding securities"

FAQ

What equity awards vested for Andrew Rubenstein in ACEL’s latest Form 4?

On August 7, 2026, 346,831 performance-based RSUs for Andrew H. Rubenstein vested and settled into the same number of Class A-1 common shares after two stock-price targets were achieved.

How many Accel Entertainment (ACEL) PSUs were forfeited in this Form 4?

The filing shows 173,416 performance-based RSUs were cancelled and forfeited for no consideration because a third stock-price target of $13.00 per share was not achieved by August 7, 2026.

What new RSU grant did Andrew Rubenstein receive from ACEL?

On August 10, 2026, Andrew H. Rubenstein received a grant of 335,516 RSUs, each representing one share of Class A-1 common stock, vesting in twelve quarterly installments subject to continued service.

Why were 151,219 ACEL shares used in connection with the PSU vesting?

The Form 4 reports 151,219 Class A-1 common shares were delivered or withheld at $12.16 per share for payment of exercise price or tax liability associated with the PSU equity event.

How are ACEL’s performance-based RSUs structured for Andrew Rubenstein?

Each PSU gives the right to one Class A-1 share if service continues through August 7, 2026 and specified share-price targets are met, measured using a 20-day volume weighted average trading price.

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

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SEC Form 4
FORM 4UNITED 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*
Rubenstein Andrew H.

(Last)(First)(Middle)
C/O ACCEL ENTERTAINMENT, INC.
140 TOWER DRIVE

(Street)
BURR RIDGE ILLINOIS 60527

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Accel Entertainment, Inc. [ ACEL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)XOther (specify below)
Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A-1 Common Stock08/07/2026M346,831A$04,204,774D
Class A-1 Common Stock08/07/2026F151,219D$12.164,053,555D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-based Restricted Stock Unit (PSU)(1)08/07/2026M346,831(2) (3) (3)Class A-1 Common Stock346,831$0173,416D
Performance-based Restricted Stock Unit (PSU)(1)08/07/2026D173,416(4) (3) (3)Class A-1 Common Stock173,416$00D
Restricted Stock Unit (RSU)(5)08/10/2026A335,516 (6) (6)Class A-1 Common Stock335,516$0335,516D
Explanation of Responses:
1. Each performance-based restricted stock unit ("PSU") represents the contingent right to receive one share of the Issuer's Class A-1 common stock upon settlement for no consideration. The PSUs vest subject to the Reporting Person's continued service to the Issuer through August 7, 2026 and the Issuer's Class A-1 common stock achieving specified price per share targets.
2. As of the August 7, 2026 vesting date, two of the three specified stock-price targets ($12.00 and $12.50) had been achieved. Accordingly, two-thirds of the PSUs (346,831 PSUs) vested and settled into 346,831 shares of Class A-1 common stock.
3. The PSUs were granted on April 27, 2023 and were originally scheduled to vest subject to the Reporting Person's continued service to the Issuer through April 27, 2026 and the Issuer's Class A-1 common stock achieving three specified price-per-share targets, on a volume weighted average trading price basis over a 20-day trading period. In connection with the Reporting Person's transition from Chief Executive Officer to Chairman, the vesting date was subsequently extended from April 27, 2026 to August 7, 2026 pursuant to action taken by the Issuer's Compensation Committee.
4. Because the third specified stock-price target ($13.00) was not achieved as of the August 7, 2026 vesting date, the remaining one-third of the PSUs (173,416 PSUs) were cancelled and forfeited for no consideration.
5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A-1 common stock upon settlement for no consideration.
6. 1/12 of the shares underlying the RSUs will generally vest on a quarterly basis starting on the 3-month anniversary of the grant date, in each case subject to the Reporting Person's continued service with the Company on each such vesting date.
Remarks:
/s/ Derek Harmer, Attorney-in-Fact for Andrew Rubenstein08/11/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)