Accel Entertainment Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.)

April 21, 2025

Dear Accel Entertainment Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Accel Entertainment, Inc. (the “Annual Meeting”), which will be held on Friday, June 6, 2025, at 1:00pm, Central Time. We intend to hold our annual meeting virtually, and the meeting will be accessible on the following website: http://www.virtualshareholdermeeting.com/ACEL2025.

It is important that you retain a copy of the control number found on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials, as such number will be required for our stockholders to gain access to any meeting held solely by means of remote communication.

At the Annual Meeting, we will ask you to:

1. Approve an amendment to our Amended and Restated Certificate of Incorporation (our “COI”) to declassify our Board of Directors (our “Board” and, such proposal, “Proposal 1”);

2.(a) If Proposal 1 is approved, elect to our Board the following nominees for terms expiring at our 2026 Annual Meeting of Stockholders: Kathleen Philips and Kenneth B. Rotman (“Proposal 2a”);

(b) If Proposal 1 is not approved, elect to our Board the following nominees for terms expiring at our 2028 Annual Meeting of Stockholders: Kathleen Philips and Kenneth B. Rotman (“Proposal 2b”);

3. Approve an amendment to our COI to provide exculpation to our officers (“Proposal 3”);

4. Approve the amendment and restatement of our Amended and Restated Long Term Incentive Plan (the “Second A&R LTIP” and such proposal, “Proposal 4”);

5. Approve, on a non-binding advisory basis, the compensation of our named executive officers; (“Proposal 5”);

6. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 6”); and

7. Approve one or more adjournments of the Annual Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are insufficient votes to adopt the foregoing proposals (“Proposal 7”),

We have elected to provide access to the proxy materials over the internet, other than to those stockholders who requested a paper copy, under the Securities and Exchange Commission’s “notice and access” rules to reduce the environmental impact and cost of our Annual Meeting. However, if you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the internet, by telephone, or by mail, in accordance with the instructions included in the proxy materials.

On behalf of the board of directors, we would like to thank you for your continued interest and investment in Accel Entertainment, Inc.

Sincerely,

/s/ Andrew Rubenstein

Andrew Rubenstein

President and Chief Executive Officer

ACCEL ENTERTAINMENT, INC.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

By Order of the Board of Directors,

/s/ Derek Harmer

Derek Harmer

Chief Compliance Officer

This Notice of Annual Meeting and the accompanying proxy statement and form of proxy are being distributed and made available on or about April 21, 2025.

Important Notice Regarding the Availability of Proxy Materials for the StockholderMeeting to be held on June 6, 2025.The proxy statement and our 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available at www.proxyvote.com and at www.accelentertainment.com on the “Investor Relations” page.

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