Harmer Derek 4

What Happened

• Derek Harmer, Chief Compliance Officer of Accel Entertainment (ACEL), sold 20,000 shares in an open‑market transaction on 2026-03-13 for $11.39/share (proceeds $227,800). He also had multiple RSU/PSU conversions/exercises on 2026-03-14 and 2026-03-15 that resulted in the acquisition of 39,414 shares (acquired at $0 per share as settled RSUs). To cover tax liabilities related to those conversions, 11,550 shares were disposed at $11.29/share (total value $130,400). Additionally, Harmer gifted 1,000 shares on 2026-03-16. Net of conversions, sales, tax withholding and the gift, Harmer’s holdings increased by 6,864 shares; total cash proceeds reported from disposals equal $358,200 (open market + tax withholding sales).

Key Details

• Transaction dates and prices:
  • Open‑market sale: 3/13/2026 — 20,000 shares @ $11.39 = $227,800 (S)
  • RSU/PSU conversions: 3/14–3/15/2026 — 39,414 shares acquired @ $0 (M)
  • Tax withholding disposals: 3/14–3/15/2026 — 11,550 shares @ $11.29 = $130,400 (F)
  • Gift: 3/16/2026 — 1,000 shares (G)
• Shares owned after transaction: Not specified in this summary; see the Form 4 for reported post‑transaction holdings.
• Notable footnotes:
  • Sales of shares were made pursuant to a Rule 10b5‑1 trading plan adopted 12/11/2025 (footnote F1).
  • The acquired securities reflect RSUs/PSUs issued upon certification of performance results for the three‑year PSU award (footnotes F2–F4). Footnotes indicate vesting and settlement mechanics (100% vesting referenced for March 14, 2026).
  • Tax‑related share disposals (F) represent shares withheld/sold to cover tax liabilities on vesting/settlement.
• Filing timeliness: Form filed 2026-03-16 covering transactions 3/13–3/16; no late‑filing indication is shown in the summary.

Context

• The conversions are RSU/PSU settlements (contingent awards that converted into shares upon certification/vesting), not option exercises requiring cash outlay. The acquired RSU shares were then partly used to satisfy tax withholding and partly retained or transferred (including a 1,000‑share gift).
• The 20,000‑share sale was executed under a pre‑established 10b5‑1 plan, which is a routine mechanism for scheduled insider selling and includes a representation at adoption that the seller was not aware of material nonpublic information (per footnote).
• Gifts and routine tax‑withholding sales are generally not interpreted as a direct bullish or bearish signal by themselves; purchases are typically more informative than sales. This filing shows net share accumulation (after conversions and disposals) of 6,864 shares for Harmer.