Rubenstein Andrew H. 4

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).