Accel Entertainment, Inc.
For the period ended Jul 11, 2026. Filed Jul 13, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Jul 11, 2026 · Filed Jul 13, 2026
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2026 Long Term Incentive Program
On July 11, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Accel Entertainment, Inc. (the “Company”) approved the 2026 Long Term Incentive Program equity awards (the “2026 LTI Awards”) to certain of its named executive officers under the Company’s Second Amended and Restated Long Term Incentive Plan.
Under the 2026 LTI Awards, 50% of the target long term incentive grant value is initially granted in time-based restricted stock units (“RSUs”) and 50% is initially granted in performance based restricted stock units at target (“PSUs”). Participants may elect to increase the portion of their target long-term incentive grant value allocated to PSUs, up to 100% of the target grant value, provided that the portion allocated to PSUs may not be reduced below 50% of the target grant value. The time-based RSUs vest in equal annual installments of 33.3% on each of the first three anniversaries of February 25, 2026, subject to the participant’s continued employment with the Company. The PSU awards are subject to a three-year performance period commencing January 1, 2026 and ending December 31, 2028.
The PSU awards under the 2026 LTI Awards are initially weighted 30% to relative total shareholder return (“Relative TSR”) and 70% to stock price goals (“Stock Price Goals”). Each participant may elect, at any time prior to the grant of the PSU award, to increase the weighting of the Stock Price Goals component up to 100% of the target PSU opportunity and correspondingly decrease the weighting of the Relative TSR component; provided, however, that the Stock Price Goals component may not be weighted below 70% of the target PSU opportunity.
Relative TSR (default 30% weighting). The Relative TSR PSUs are earned based on the Company’s total shareholder return relative to the total shareholder return of companies in the Russell 3000 Index, measured over the performance period beginning January 1, 2026 and ending December 31, 2028. The payout for the Relative TSR component ranges from 0% to 200% of the target TSR PSUs based on the Company’s percentile rank vs. Russell 3000 Index companies. The earned award will be capped at the target level if the Company’s absolute TSR is negative during the performance period.
Stock Price Goals (default 70% weighting). The Stock Price Goals PSUs are earned based on the achievement of specified stock price goals during the performance period. The Stock Price Goals may be achieved in one or all three years of the performance period, once the volume-weighted average of the Company’s stock price is achieved for 20 consecutive trading days. The highest stock price goal achieved during the performance period will be used to calculate the final award. The payout ranges from 50% of target Stock Price Goals PSUs for threshold performance to 300% of target Stock Price Goals PSUs for extraordinary performance, and is uncapped if the stock price exceeds the extraordinary performance threshold.
| Named Executive Officer | RSUs | Target # of Stock Price Goal PSUs | Target # of Relative TSR PSUs |
|---|---|---|---|
| Mark PhelanChief Operating Officer and President – US Gaming (Chief Executive Officer effective August 7, 2026) | — | 41,313 | — |
| Scott LevinChief Legal Officer and Corporate Secretary | 16,222 | 24,956 | 7,267 |
| Brett SummererChief Financial Officer | 6,612 | 4,629 | 1,984 |
The RSU and PSU awards were granted subject to the form of RSU award agreement previously approved by the Committee, the new form of PSU award agreement approved by the Committee on July 11, 2026 and the Company’s Second Amended and Restated Long Term Incentive Plan. The foregoing description of each award agreement is qualified in its entirety by reference to the Form of Restricted Stock Unit Award Agreement, previously filed as Exhibit 10.12 to the Company’s Form 10-K filed on March 3,
2026 and Form of New Performance Based Restricted Stock Unit Award Agreement attached hereto as Exhibit 10.1, and each incorporated herein by reference. The Form of New Performance Based Restricted Stock Unit Award Agreement applies only to PSUs granted or or after July 11, 2026.
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