Accel Entertainment Insider Disposed 25k Shares via 10b5-1 Plan on 09/15/2025

Rhea-AI Filing Summary

David W. Ruttenberg, a director of Accel Entertainment, Inc. (ACEL), reported two sales of Class A-1 common stock on 09/15/2025 executed under a Rule 10b5-1 trading plan adopted on December 15, 2023. Each reported sale line shows 12,500 shares sold at weighted-average prices of approximately $11.1064, with reported price ranges of $11.00–$11.21 and $11.01–$11.205. Following the transactions, Ruttenberg’s indirect beneficial ownership is reported as 248,135 shares for securities held in the Crilly Court Trust and 388,026 shares for securities held by Grant Place Fund LLC. The filing was signed by an attorney-in-fact on 09/16/2025. The report states the sales were pursuant to the 10b5-1 plan and disclaims beneficial ownership by the trust and LLC except to the extent of pecuniary interest.

Positive

• Sales executed under a documented Rule 10b5-1 plan, which supports adherence to an established trading policy.
• Detailed pricing disclosure provided as weighted averages with price ranges and an undertaking to supply per-price breakdowns on request.
• Indirect holdings disclosed by entity (Crilly Court Trust and Grant Place Fund LLC) with standard disclaimers, improving transparency.

Negative

• Insider disposition of 25,000 shares may be perceived negatively by some market participants despite being under a 10b5-1 plan.
• Form disclaims beneficial ownership for the trust and LLC, which can limit clarity about the reporting person’s full economic exposure.

Insights

Financial Analyst

TL;DR: Director sold 25,000 Class A-1 shares under a pre-established 10b5-1 plan at ~ $11.11 per share; ownership remains materially disclosed.

The reported transactions total 25,000 shares sold on 09/15/2025 in multiple executions at weighted-average prices near $11.11. Sales were executed under a 10b5-1 plan adopted 12/15/2023, which provides an affirmative defense under Rule 10b5-1 when properly adopted. The filing discloses indirect holdings in two entities: Crilly Court Trust (248,135 shares) and Grant Place Fund LLC (388,026 shares), with customary disclaimers of beneficial ownership except for pecuniary interest. For investors, these are transparent, pre-planned disposals rather than opportunistic market sales, and the report includes price ranges and an undertaking to provide per-price breakdowns upon request.

Corporate Governance Expert

TL;DR: Insider followed a documented 10b5-1 plan; filing provides necessary disclosures and entity-level ownership clarifications.

The Form 4 indicates compliance with Section 16 disclosure requirements and explicitly states the existence of a 10b5-1 plan adopted in December 2023. The report clarifies indirect ownership via a trust and an LLC and includes the required disclaimers regarding beneficial ownership. The signature by an attorney-in-fact is noted, and the filing supplies weighted-average prices and ranges for the reported dispositions. Documentation in the filing supports governance transparency, though it does not address any motivations or broader governance implications beyond disclosure.

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^*

Ruttenberg David W.

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		S(1)		12,500	D	$11.1064(2)	248,135	I	See Footnote(3)
Class A-1 Common Stock	09/15/2025		S(1)		12,500	D	$11.1064(4)	388,026	I	See Footnote(5)

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 15, 2023 (and to which each of Crilly Court Trust and Grant Place Fund LLC is a party). 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 $11.00 to $11.21, 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.

3. Securities are held by the Crilly Court Trust, of which the Reporting Person is a beneficiary. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.01 to $11.205, 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.

5. Securities are held by Grant Place Fund LLC, of which the Reporting Person is the Manager. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/Derek Harmer, Attorney-in-fact for David W. Ruttenberg	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.

FAQ

What did ACEL insider David W. Ruttenberg sell on 09/15/2025?

The Form 4 reports two dispositions of 12,500 Class A-1 shares each (total 25,000 shares) sold on 09/15/2025.

At what prices were the ACEL shares sold by the insider?

The reported weighted-average price is approximately $11.1064 per share; individual sale prices ranged from $11.00 to $11.21 and $11.01 to $11.205 across the reported transactions.

Were the sales by the ACEL director part of a trading plan?

Yes. The sales were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 15, 2023.

How many ACEL shares does Ruttenberg indirectly hold after these transactions?

The filing reports indirect holdings of 248,135 shares held by the Crilly Court Trust and 388,026 shares held by Grant Place Fund LLC.

Who signed the Form 4 for David W. Ruttenberg?

The Form 4 was signed by Derek Harmer, Attorney-in-fact for David W. Ruttenberg on 09/16/2025.