SEC Form 4 · accession 0001794156-26-000026
Accel Entertainment, Inc. · ACEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew H. Rubenstein
Director · 10% Owner · Other
Period of report
Aug 7, 2026
Accepted (ET)
Aug 11, 2026 · 8:26 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001698991
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A-1 Common Stock | Aug 7, 2026 | M | 346,831 | $0.00 | A | 4,204,774 | D | |
| Class A-1 Common Stock | Aug 7, 2026 | F | 151,219 | $12.16 | D | 4,053,555 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-based Restricted Stock Unit (PSU)F2,F1,F3 | — | Aug 7, 2026 | M | 346,831 | D | — | — | Class A-1 Common Stock | 346,831 | 173,416 | D |
| Performance-based Restricted Stock Unit (PSU)F4,F1,F3 | — | Aug 7, 2026 | D | 173,416 | D | — | — | Class A-1 Common Stock | 173,416 | 0 | D |
| Restricted Stock Unit (RSU)F5,F6 | — | Aug 10, 2026 | A | 335,516 | A | — | — | Class A-1 Common Stock | 335,516 | 335,516 | D |
Explanation of responses
- F1Each 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.
- F2As 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.
- F3The 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.
- F4Because 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.
- F5Each 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.
- F61/12 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.