Rubenstein Andrew H. 4

4 · Accel Entertainment, Inc. · Filed Mar 16, 2026

AI-generated summary of this filing

Updated Mar 16, 2026

Accel Entertainment (ACEL) 10% Owner Rubenstein Exercises Derivatives, Sells Shares

What Happened

Andrew H. Rubenstein, a reported 10% owner of Accel Entertainment (ACEL), exercised multiple derivative awards (PSUs/RSUs) between March 14–16, 2026 and then disposed of shares to satisfy tax withholding, sold shares in the open market, and made a gift. Exercised/converted shares were reported at $0.00 (settlement of RSUs/PSUs). Tax withholding (F) totaled 70,080 shares withheld at an average reported price of $11.29 for proceeds/withholding value of $791,203. Rubenstein sold 36,062 shares in an open-market sale at a weighted average price of $11.21 for proceeds of $404,432. He also gifted 7,125 shares (no cash proceeds).

Key Details

Transaction dates: March 14–16, 2026; Form 4 filed March 16, 2026.
Sale/withholding prices: tax-withheld shares reported at $11.29 (weighted avg; sales ranged $11.13–$11.39 per F1); open-market sale at $11.21 (weighted avg).
Shares withheld for taxes: 70,080 shares (F code = tax withholding) totaling ~$791k. Open-market sale: 36,062 shares for ~$404k. Gift: 7,125 shares (G code).
Many conversions/exercises (M code) reported at $0.00 — these represent settlement of RSUs/PSUs, not cash purchases. See F2–F5 for PSU/RSU vesting and performance conditions.
Filing timeliness: Form filed March 16, 2026 for transactions through March 14–16, 2026 (appears timely). The filing does not state post-transaction total holdings in the summary provided here—see the Form 4 for the precise "amount owned after transaction."

Context

The zero exercise price (M) reflects conversion/settlement of restricted/performance stock units (not a cash option purchase). The F transactions are tax withholdings (common in RSU/PSU settlements) — effectively a cashless settlement where some shares are retained/sold to cover taxes.
The open-market sale (S) generated cash proceeds; the gift (G) is a non-sale transfer and does not necessarily indicate buying/selling sentiment.
As a 10% owner, Rubenstein is a major shareholder; these transactions primarily reflect vesting/settlement and tax obligations rather than new purchases. For full transaction-level details (per-price breakdowns, post-transaction holdings, and vesting schedules) consult the full Form 4 (Accession 0001794156-26-000006).

Form 4

Period: 2026-03-14

DirectorCEO and President10% Owner

Transactions

Exercise/Conversion
Class A-1 Common Stock
2026-03-14+102,030→ 4,009,648 total
Tax Payment
Class A-1 Common Stock
2026-03-14$11.29/sh−44,486$502,247→ 3,965,162 total
Exercise/Conversion
Class A-1 Common Stock
2026-03-14+6,958→ 3,972,120 total
Tax Payment
Class A-1 Common Stock
2026-03-14$11.29/sh−1,990$22,467→ 3,970,130 total
Exercise/Conversion
Class A-1 Common Stock
2026-03-14+30,132→ 4,000,262 total
Tax Payment
Class A-1 Common Stock
2026-03-14$11.29/sh−11,903$134,385→ 3,988,359 total
Exercise/Conversion
Class A-1 Common Stock
2026-03-15+26,835→ 4,015,194 total
Tax Payment
Class A-1 Common Stock
2026-03-15$11.29/sh−11,701$132,104→ 4,003,493 total
Gift
Class A-1 Common Stock
2026-03-16−7,125→ 3,996,368 total
Sale
Class A-1 Common Stock
[F1]
2026-03-16$11.21/sh−36,062$404,432→ 3,960,306 total
Exercise/Conversion
Performance-based Restricted Stock Unit (PSU)
[F2]
2026-03-14−102,030→ 418,217 total
→ Class A-1 Common Stock (102,030 underlying)
Exercise/Conversion
Restricted Stock Unit (RSU)
[F3][F4]
2026-03-14−30,132→ 0 total
→ Class A-1 Common Stock (30,132 underlying)
Exercise/Conversion
Restricted Stock Unit (RSU)
[F3][F5]
2026-03-14−6,958→ 0 total
→ Class A-1 Common Stock (6,958 underlying)
Exercise/Conversion
Restricted Stock Unit (RSU)
[F3][F4]
2026-03-15−26,835→ 26,835 total
→ Class A-1 Common Stock (26,835 underlying)

Footnotes (5)

[F1]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.13 to $11.39, 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.
[F2]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 April 27, 2026 and the Issuer's Class A-1 common stock achieving specified price per share targets.
[F3]Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A-1 Common Stock upon settlement for no consideration.
[F4]1/3 of the shares underlying the RSUs will vest on each of the first three anniversaries of the grant date, in each case subject to the Reporting Person's continued service to the Issuer on each vesting date.
[F5]1/4 of the RSUs will vest on March 14, 2023, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continuing service to the Issuer on each vesting date.

Signature

/s/ Derek Harmer, Attorney-in-Fact for Andrew Rubenstein|2026-03-16

1 file