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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
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 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*
Rubenstein Andrew H.
(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 X 10% Owner
Officer (give title below) X Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026
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 08/07/2026 M 346,831 A $0 4,204,774 D
Class A-1 Common Stock 08/07/2026 F 151,219 D $12.16 4,053,555 D
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
Performance-based Restricted Stock Unit (PSU) (1) 08/07/2026 M 346,831(2) (3) (3) Class A-1 Common Stock 346,831 $0 173,416 D
Performance-based Restricted Stock Unit (PSU) (1) 08/07/2026 D 173,416(4) (3) (3) Class A-1 Common Stock 173,416 $0 0 D
Restricted Stock Unit (RSU) (5) 08/10/2026 A 335,516 (6) (6) Class A-1 Common Stock 335,516 $0 335,516 D
Explanation of Responses:
1. 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 August 7, 2026 and the Issuer's Class A-1 common stock achieving specified price per share targets.
2. As 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.
3. The 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.
4. Because 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.
5. Each 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.
6. 1/12 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.
Remarks:
/s/ Derek Harmer, Attorney-in-Fact for Andrew Rubenstein 08/11/2026
** 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.