Form 4: Accel Entertainment Secretary Sells Shares

Accel Entertainment's Secretary, Derek Harmer, reported the sale of 10,000 Class A-1 Common Stock shares and the conversion of restricted stock units.

Summary

• Derek Harmer, Secretary of Accel Entertainment, Inc. (ACEL), reported multiple transactions involving Class A-1 Common Stock and Restricted Stock Units (RSUs).
• On December 14, 2025, 1,847 shares of Class A-1 Common Stock were acquired upon the conversion of RSUs at a price of $0.
• Also on December 14, 2025, 542 shares of Class A-1 Common Stock were disposed of at $11.30 for tax withholding purposes related to the RSU conversion.
• On December 15, 2025, 10,000 shares of Class A-1 Common Stock were sold at an average price of $11.11 per share.
• The sale of 10,000 shares was executed pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024.
• Following these reported transactions, Derek Harmer beneficially owns 204,917 shares of Class A-1 Common Stock directly and 1,846 derivative Restricted Stock Units directly.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including the exercise of equity compensation and a pre-planned stock sale. These types of transactions are generally neutral in sentiment unless they involve unusually large volumes or unexpected timing, which is not the case here.

Positives

• The conversion of 1,847 Restricted Stock Units (RSUs) into common stock indicates the vesting of equity compensation for the reporting person, reflecting a benefit from past performance or service.
• The RSU vesting schedule provides a clear path for future equity accumulation for the reporting person, with 1/4 vesting on March 14, 2023, and the remainder in quarterly 1/16 installments, subject to continued service.

Negatives

• The sale of 10,000 shares by an insider, even under a pre-arranged plan, represents a reduction in management's direct ownership stake in the company.

Risks

• The Rule 10b5-1 plan includes a standard disclaimer that there is no assurance regarding any material nonpublic information of which the Reporting Person was unaware, or any material nonpublic information acquired after the plan's adoption date. This is a general risk associated with insider trading plans, not a specific company risk.

Future Outlook

The remaining 1,846 Restricted Stock Units will vest as to 1/16 of the total award in quarterly installments after March 14, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Management Comments

• "The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 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."

Industry Context

This Form 4 filing details routine insider transactions for Accel Entertainment, Inc. and does not provide broader industry context or trends. Insider transactions are common across all industries as executives manage their personal portfolios and equity compensation.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan for insider stock sales is a standard practice among publicly traded companies, aligning with best practices for corporate governance and mitigating concerns about trading on material nonpublic information. Many executives at comparable gaming or entertainment companies utilize similar plans for liquidity and diversification.

Corporate Governance

Stakeholder Impact

• Shareholders: The sale of shares by an insider, even under a 10b5-1 plan, could be viewed as a minor signal, but it is generally considered a routine liquidity event rather than a reflection of new, negative information about the company.
• Employees: The vesting and conversion of Restricted Stock Units represent a standard form of equity compensation, which aligns the interests of key personnel with those of shareholders and serves as an incentive for continued service.

Next Steps

• The remaining 1,846 Restricted Stock Units will continue to vest in quarterly installments, subject to the Reporting Person's continued service.

Key Dates

Keywords

Accel Entertainment, ACEL, Form 4, insider trading, stock sale, RSU, restricted stock unit, Derek Harmer, equity compensation