Form 4: Accel Entertainment Director Sells 25,000 Shares Under Pre-Arranged Trading Plan

Accel Entertainment Director and 10% Owner David W. Ruttenberg sold 25,000 shares of Class A-1 Common Stock for approximately $302,357 on July 15, 2025, pursuant to a Rule 10b5-1 trading plan.

Summary

• David W. Ruttenberg, a Director and 10% Owner of Accel Entertainment, Inc. (ACEL), sold a total of 25,000 shares of Class A-1 Common Stock.
• The sales occurred on July 15, 2025, through two separate transactions.
• 12,500 shares were sold at a weighted average price of $12.0937, with prices ranging from $12.03 to $12.19.
• Another 12,500 shares were sold at a weighted average price of $12.0949, with prices ranging from $12.03 to $12.18.
• The total proceeds from these sales amount to approximately $302,357.
• These transactions were executed under a Rule 10b5-1 trading plan adopted by the Reporting Person on December 15, 2023.
• Following these sales, Ruttenberg beneficially owns 273,135 shares indirectly through Crilly Court Trust and 413,026 shares indirectly through Grant Place Fund LLC, totaling 686,161 indirect shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider sale can sometimes be viewed negatively, the fact that it was executed under a pre-arranged 10b5-1 plan mitigates concerns that it's based on new, negative non-public information. It's a routine portfolio management action for a director.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned disposition rather than a reaction to recent non-public information.

Negatives

• A director and 10% owner selling shares, even under a 10b5-1 plan, can sometimes be perceived negatively by investors as it reduces insider ownership.

Risks

• The reporting person disclaims beneficial ownership over the securities held by Crilly Court Trust and Grant Place Fund LLC, except to the extent of his pecuniary interest, which could imply a complex ownership structure.
• The representation regarding material nonpublic information for the 10b5-1 plan was made only as of the adoption date (December 15, 2023), with no assurance regarding information the Reporting Person was unaware of or acquired after that date.

Management Comments

• 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.
• 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.

Industry Context

This filing details an insider transaction for Accel Entertainment, a company operating in the gaming industry. Such transactions are common for executives and directors managing their personal portfolios, often through pre-arranged plans like 10b5-1, and do not inherently reflect broader industry trends.

Corporate Governance

Related Party Transactions

• The shares beneficially owned following the transaction are held by Crilly Court Trust and Grant Place Fund LLC, entities for which the Reporting Person (David W. Ruttenberg) is a beneficiary or manager, indicating related party holdings.

Stakeholder Impact

• Shareholders: The sale by a director and 10% owner could be perceived as a slight reduction in insider alignment, though mitigated by the 10b5-1 plan.

Key Dates

Keywords

Accel Entertainment, ACEL, Form 4, Insider Trading, Director Share Sale, David W. Ruttenberg, Rule 10b5-1 Plan, Equity Sales, Gaming Industry