UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1022, 2025

ACCEL ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38136

98-1350261

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

140 Tower Drive

Burr Ridge,

Illinois

60527

(Address of principal executive offices)

(Zip Code)

(630) 972-2235

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A-1 common stock, par value $0.0001 per share	ACEL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 1022, 2025, Accel Entertainment, Inc. (the “Company”) ~~entered~~announced ~~into~~that aBrett ~~Credit Agreement~~Summerer, ~~dated~~age as49, ofwas ~~September~~appointed ~~10,~~by ~~2025 (~~the ~~“Credit~~board ~~Agreement”),~~of bydirectors ~~and~~as ~~among~~ the Company,’s ~~Accel~~Chief ~~Entertainment~~Financial ~~LLC (the “Borrower”)~~Officer, ~~the~~effective ~~lenders~~September ~~from~~22, ~~time~~2025. toIn ~~time~~his ~~party thereto~~role, ~~CIBC~~Mr. ~~Bank~~Summerer ~~USA,~~will serve as ~~administrative~~principal ~~agent~~financial ~~and~~officer ~~collateral~~of ~~agent for~~ the ~~lenders~~Company. ~~and~~Mark ~~lead arranger~~Phelan, ~~Fifth~~the ~~Third~~Company’s ~~Bank,~~acting ~~National~~Chief ~~Association,~~Financial ~~JPMorgan Chase Bank~~Officer, ~~N.A.,~~will ~~U.S.~~continue ~~Bank~~in ~~National~~his ~~Association,~~role ~~and Truist Securities, Inc.,~~ as ~~joint lead arrangers~~President, ~~and Bank of America, N~~U.AS. ~~as documentation agent~~Gaming.

~~The~~Mr. ~~Credit~~Summerer ~~Agreement~~previously ~~establishes~~served as Chief Financial Officer of Verano Holdings Corp. (i“Verano”), a ~~term~~vertically ~~loan~~integrated, ~~facility~~multi-state inplant-based anwellness ~~aggregate~~operator, ~~principal~~from ~~amount~~January of2022 ~~$600~~to ~~million~~April ~~(the~~2025. ~~“Term~~Prior ~~Loan~~to ~~Facility”)~~Verano, ~~and~~Mr. ~~(ii)~~Summerer aserved ~~revolving~~as ~~loan~~Vice ~~facility~~President, inHead anof ~~aggregate~~Supply ~~principal~~Chain ~~amount~~Finance and Chief Financial Officer of ~~$300~~U.S. ~~million~~Operations ~~(the~~at ~~“Revolving~~The ~~Loan~~Kraft ~~Facility”~~Heinz ~~and~~Company, ~~together~~a ~~with~~consumer ~~the~~packaged ~~Term~~food ~~Loan~~and ~~Facility~~beverage company, ~~the~~from ~~“Credit~~June ~~Facilities”)~~2019 to December 2021. ~~The~~Mr. ~~maturity~~Summerer ~~date~~previously ofheld ~~the~~several ~~Credit~~financial ~~Facilities~~roles isat ~~September~~Corning 10Incorporated, ~~2030.~~a ~~The~~diversified ~~Revolving~~manufacturing ~~Loan~~company, ~~Facility~~from ~~includes~~January a2016 ~~$15~~to ~~million~~May ~~sublimit~~2019, ~~for~~and ~~the~~at ~~issuance~~General Motors Company, an automotive manufacturing company, from January 2006 to January 2016. Mr. Summerer received his Bachelor of ~~standby~~Science ~~letters~~in Electrical Engineering, his Bachelor of ~~credit~~Science in Computer Science and ahis ~~$25~~Master ~~million~~of ~~sublimit~~Science ~~for~~in ~~swingline~~Electrical ~~loans.~~Engineering from Michigan State University, as well as his Master of Business Administration from the University of Michigan.

~~Proceeds~~There ofis ~~the~~no ~~initial~~arrangement ~~borrowings~~or ~~under~~understanding ~~the~~between ~~Credit~~Mr. ~~Facilities~~Summerer ~~were~~and ~~used~~any toother ~~repay~~persons inpursuant ~~full~~to ~~all~~which ~~outstanding~~Mr. ~~indebtedness~~Summerer ~~and~~was ~~terminate~~selected ~~all~~as ~~commitments under~~ the ~~Credit~~Company’s ~~Agreement,~~Chief ~~dated~~Financial asOfficer. ofMr. ~~November~~Summerer ~~13,~~has ~~2019,~~no asdirect ~~amended,~~or byindirect ~~and~~material ~~among~~interest ~~the~~in ~~Company,~~any ~~the~~transaction ~~Borrower,~~required ~~the~~to ~~lenders~~be ~~from~~disclosed ~~time~~pursuant to ~~time~~Item ~~party~~404(a) ~~thereto,~~of ~~Capital~~Regulation ~~One,~~S-K. ~~National~~There ~~Association~~are asno ~~administrative~~family ~~agent~~relationships ~~and~~between ~~collateral~~Mr. ~~agent~~Summerer ~~for~~and ~~the~~any ~~lenders,~~director ~~and~~or ~~the~~ other ~~parties~~executive ~~party~~officer ~~thereto.~~of the Company.

AtOn September 22, 2025, the ~~Borrower’s~~Company ~~election~~entered into an employment agreement with Mr. Summerer, ~~borrowings~~effective ~~under~~as of September 22, 2025 (the ~~Credit~~“Employment ~~Facilities~~Agreement”). ~~bear~~Pursuant ~~interest~~to atthe ~~either~~terms of the Employment Agreement, Mr. Summerer’s annual base salary will be $460,000 (ithe “Base Salary”) and he will be eligible to receive a ~~base~~discretionary ~~rate~~annual bonus with a target amount equal to ~~the~~65% ~~highest~~ of his Base Salary (apro-rated for his first year based on start date) ~~the~~and ~~federal~~a ~~funds~~discretionary ~~effective~~annual ~~rate~~equity-based ~~plus~~incentive ~~0.5~~award grant (50% restricted stock units and 50% performance-based stock units) commencing in calendar year 2026, with a target grant date value equal to 115% of his Base Salary (bpro-rated for his first year based on start date). ~~the~~In ~~prime~~connection ~~rate~~with ~~announced~~his byappointment, ~~CIBC~~Mr. ~~Bank~~Summerer ~~USA~~will be granted 40,000 orrestricted stock units (c“RSUs”) pursuant to the terms of the Company’s Long-Term ~~SOFR~~Incentive ~~plus~~Plan 1and the RSU agreement governing such awards, 50% orof ~~(ii)~~which ~~Term~~will ~~SOFR~~vest ~~for~~on ~~applicable~~the ~~interest~~second ~~period~~anniversary of the grant date, inwith ~~each~~the ~~case~~remainder ~~plus~~vesting anon ~~applicable~~the ~~margin.~~third ~~The~~anniversary ~~applicable~~of ~~margin~~the isgrant ~~determined~~date, so long as Mr. Summerer remains employed by ~~reference~~the toCompany through such vesting date, except as otherwise set forth in the ~~Borrower’s~~RSU ~~First~~agreement ~~Lien~~governing ~~Net~~such ~~Leverage~~awards. ~~Ratio~~In addition, in the event Mr. Summerer experiences a termination of his employment without “cause” or he resigns for “good reason” (each as defined in the ~~Credit~~Employment Agreement), and ~~ranges~~together, ~~from~~a “Covered Termination”), including if such termination occurs upon expiration of the stated term of the Employment Agreement following its non-renewal by the Company, he will become entitled to (i) ~~0.75%~~an amount equal to ~~1.75%~~the ~~for~~sum of (A) the annual base ~~rate~~salary ~~borrowings~~in effect for him at the time of the termination plus (B) any annual bonus for the prior completed fiscal year to the extent earned but not yet paid at the time of the termination plus (C) the target annual bonus for the calendar year in which such termination occurs and (ii) 1twelve months of continued COBRA coverage.5% In addition to 2the above benefits, the Employment Agreement provides that if Mr.5% Summerer experiences a Covered Termination within 12 months following a Change in Control (as defined in the Employment Agreement), Mr. Summerer will receive his annual bonus then in effect, pro-rated for ~~Term~~the ~~SOFR~~number ~~borrowings~~of days in the calendar year in which the Covered Termination occurs, and vesting would accelerate for any time-based equity awards and be determined by the applicable award agreement for any performance-based awards. Mr. Summerer’s eligibility for the foregoing severance payments and benefits is subject to his delivery of an effective release of claims against the Company and its affiliates. The Employment Agreement includes a one-year post-termination non-competition covenant and a one-year post-termination employee and customer non-solicitation covenant.

~~The~~Further, ~~obligations~~in ofconnection ~~the~~with ~~Borrower~~Mr. ~~under~~Summerer’s ~~the~~appointment, ~~Credit~~Mr. ~~Facilities~~Summerer ~~are~~and ~~(i) guaranteed by~~ the Company ~~and~~entered ~~each~~into ofan ~~the~~indemnification ~~Borrower’s~~agreement ~~existing~~in ~~and~~the ~~future~~form ~~material~~the ~~domestic~~Company ~~subsidiaries~~has ~~and~~entered ~~(ii)~~into ~~secured~~with bycertain ~~first-priority~~of ~~liens~~its onother ~~substantially~~executive ~~all~~officers, ofwhich ~~the~~form ~~assets~~is offiled ~~the~~as ~~Company,~~Exhibit ~~the~~10.5 ~~Borrower,~~to ~~and~~ the ~~Borrower~~Company’s ~~existing~~Current ~~and~~Report ~~future~~on ~~material~~Form ~~domestic subsidiaries~~8-K, infiled ~~each~~by ~~case~~the ~~subject~~Company toon ~~certain~~November ~~customary~~26, ~~exceptions set forth in the Credit Agreement~~2019.

The ~~Credit~~foregoing ~~Agreement~~description ~~contains customary affirmative and negative covenants including limitations on the ability~~ of the ~~Company,~~Employment ~~the~~Agreement ~~Borrower,~~is ~~and~~qualified ~~their restricted subsidiaries to, amongst other things, grant additional liens, incur additional indebtedness, merge or consolidate, dispose of assets, engage~~ in ~~certain~~its ~~transactions~~entirety ~~with~~by ~~affiliates,~~reference ~~and~~to ~~make restricted payments. The Credit Agreement also requires~~ the ~~Borrower~~full totext ~~maintain, as~~ of the ~~last~~Employment ~~day of each fiscal quarter~~Agreement, ~~(i)~~ a ~~First~~copy ~~Lien~~of ~~Net~~which ~~Leverage~~is ~~Ratio~~filed ~~no greater than 4.75 to 1.00 and (ii) a Fixed Charge Coverage Ratio (~~as ~~defined~~Exhibit ~~in the Credit Agreement) of at least 1~~10.~~20 to~~ 1~~.00.~~ ~~The~~attached ~~Credit Agreement includes customary events of default~~hereto, and the ~~occurrence~~terms of which ~~could~~are ~~permit~~incorporated ~~the~~by ~~administrative~~reference ~~agent to, amongst other things, declare all amounts owing under the Credit Facilities to be immediately due and payable and to exercise remedies with respect to the collateral~~herein.

The foregoing summary and description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” is incorporated in this Item 2.03 by reference.

Item 8.01. Other Events

On September 10, 2025, the Company issued a press release announcing the Credit Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

A copy of the press release announcing Mr. Summerer’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 hereto furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing made pursuant to the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber						Description
10.1						~~Credit~~Executive Employment Agreement, dated September 1022, 2025, by and ~~among~~between Accel Entertainment, Inc., ~~Accel Entertainment LLC, CIBC Bank USA~~ and ~~the~~Brett ~~other parties thereto~~Summerer
99.1						Press Release by Accel Entertainment, Inc. dated September 1022, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ACCEL ENTERTAINMENT, INC.
Date: September 12, 2025	By:	/s/ Scott Levin
Date: September 22, 2025	By:	/s/ Scott Levin
		Scott Levin
		Chief Legal Officer & Corporate Secretary

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