DEF 14A of Accel Entertainment, Inc., Mar 19, 2026

DEF 14A of Accel Entertainment, Inc.

Filed Mar 19, 2026 · FY20250001698991-26-000025

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  1. Our Board

    Our Board Our business and affairs are overseen by our Board, which currently consists of eight members. Set forth below is biographical information for each of our current directors and director nominees.

  2. Our Board

    | Name | Age | Titles | Director Since | | Andrew Rubenstein | 57 | Chief Executive Officer, President and Chairman | 2010 | | Karl Peterson(1)(2) | 55 | Lead Independent Director | 2017 | | Gordon Rubenstein | 54 | Vice Chairman and Director | 2010 | | Cheryl Kondra | 52 | Director | 2025 | | Kathleen Philips(1)(2)(3) | 59 | Director | 2017 | | Doris M. Robinson(2) | 65 | Director | 2020 | | Kenneth B. Rotman(4) | 59 | Director | 2019 | | David W. Ruttenberg(2)(3) | 84 | Director | 2010 | | Bruce D. Wardinski(5) | 65 | N/A | New Nominee |

  3. Our Board

    (1) Member of the Compensation Committee (2) Member of the Nominating and Corporate Governance Committee (3) Member of the Audit Committee (4)Mr. Rotman is Clairvest’s designee to our Board pursuant to the Nominating Agreement (as defined below). For further information, see the section of this Proxy Statement titled “Nominating and Support Agreement and Mutual Support Agreement” on page 20. (5)Mr. Wardinski is a new nominee to the Board. See below for a description of the experience, qualifications, attributes, and skills that led the Nominating and Corporate Governance Committee and the Board to conclude that Mr. Wardinski should be nominated to serve as a director. Andrew Rubenstein has served as Accel’s Chief Executive Officer, Chairman (prior to the Business Combination) and a director since January 2010. He was appointed as Chairman of the Board in February 2026. In 2009, Mr. A. Rubenstein founded Accel and served as founding chairman of the board of directors of Legacy Accel (the “Legacy Accel Board”). As previously announced, Mr. A. Rubenstein will be transitioning from Chief Executive Officer to an advisor role to the Company in August 2026 and will continue to serve as Chairman of the Board. Prior to serving as Accel’s founding chairman, Mr. A. Rubenstein was a co-owner and an executive of Seven, LLC and was an owner and operator of the largest liquor store chain in central Illinois by revenue, Super Liquors, Inc. Mr. A. Rubenstein is a graduate of Brandeis University where he earned a Bachelor of Arts degree, with honors, in Economics and Master of Arts degree in International Finance and Economics. We believe that Mr. A. Rubenstein’s prior experience as Accel’s founder and Chief Executive Officer makes him well qualified to serve as a member of our Board. Karl Peterson has served as Accel’s Chairman since 2019. He was appointed as Lead Independent Director of the Board in February 2026. Mr. Peterson currently serves as head of Peterson Capital Partners, a family office with numerous public and private investments. In 2022, he retired as a Senior Partner of TPG Global, LLC (“TPG”), an American private equity firm and Managing Partner of TPG Pace Group, where he previously headed the firm’s effort to sponsor special purpose acquisition companies and other permanent capital solutions for companies. Mr. Peterson served as a director, President and Chief Executive Officer of Pace from February of 2017 through the consummation of the Business Combination. Previously, he served as a director, President and Chief Executive Officer of Pace from its inception in 2015 through its business combination with Playa Hotels & Resorts B.V. in March of 2017. From 2010 through 2016, Mr. Peterson was Managing Partner of TPG Europe LLP. Since rejoining TPG in 2004, Mr. Peterson has led investments for TPG in technology, media, financial services, and travel sectors. Prior to 2004, he was a co-founder and the President and Chief Executive Officer of Hotwire.com. He led the business from its inception through its sale to InterActiveCorp in 2003. Before Hotwire, Mr. Peterson was a principal at TPG in San Francisco, and from 1992 to 1995 he was a financial analyst at Goldman Sachs & Co. LLC. Since 2021, Mr. Peterson has served as a director of Vacasa, Inc., an international vacation rental management company. Since 2017, Mr. Peterson has also served as a director of Playa Hotels & Resorts B.V., an owner, operator and developer of resorts. Since 2007, Mr. Peterson has served as a director of Sabre Inc., a travel technology company, and as chairman of their board from 2020 to April 2022. From 2013 to 2017, Mr. Peterson served as a director on the board of Caesars Acquisition Company, a casino asset and entertainment company. Mr. Peterson has also served on the board of several TPG companies, including TPG Pace Beneficial Finance, as non-executive chair, from 2020 to the present, TPG Pace Solutions in 2021, TPG Pace Tech Opportunities Corp. from 2020 to 2021, and TPG Pace Beneficial II Corp., as non-executive chair, from 2021 to 2023. Mr. Peterson is a graduate of the University of Notre Dame, where he earned a Bachelor of Business Administration Degree with High Honors. Mr. Peterson is well-qualified to serve as a director of our Board because of his significant directorship experience, his broad experience in the technology, media, financial services and travel sectors and his previous role as a director of Pace Holdings Corp. Gordon Rubenstein is Co-Founder and has served as Vice-Chairman of Accel since 2019. Mr. G.Rubenstein has been Managing Partner of Raine Ventures since 2013, where he co-founded and leads The Raine Group’s venture capital platform. Prior to joining Raine, Mr. G. Rubenstein co‐founded Astro Gaming (acquired by Skullcandy/Logitech), Rave Digital Media (acquired by AMC), and Accel Entertainment (NYSE: ACEL) where he is Vice Chairman and sits on the board. He co-founded and managed Pacific Partners, an operationally focused venture capital partnership with backing from partners from KKR and Silver Lake. In addition, he currently serves on the board of directors or participates as an observer of Material Bank, Happn (acquired Hello Group), Tastemade (acquired by Wonder), Rock The Bells, Amuse, and Globality, and was involved at the board level and/or actively involved with ZEFR, eHarmony, VivaReal (acquired by Groupo ZAP), BigMachines (acquired by Oracle), Convio (acquired by Blackbaud (Nasdaq: BLKB), and Cheddar (acquired by Altice). In addition, he is a Trustee of the US Olympic Committee Foundation and serves as a member of the Technology and Innovation Committee and a Member of the Advisory Board Zell Lurie Institute for Entrepreneurship at the University of Michigan. He holds an A.B. from the University of Michigan. We believe that Mr. G. Rubenstein’s experience as the Managing Partner of Raine Ventures and experience with high growth companies, as well as his experience as a co-founder of Accel make him well qualified to serve as a member of our Board. Cheryl Kondra has served as a director since 2025. Since June 2020, Ms. Kondra has served as Vice President of Internal Audit at Tractor Supply Company (NASDAQ:TSCO), the largest rural lifestyle retailer in the United States. Prior to Tractor Supply Company, she had an extensive career in gaming, having served as the VP of Internal Audit for Genting Americas from 2019-2020. Prior to that she was VP of Internal Audit and Chief Compliance Officer at Pinnacle Entertainment from October 2014 to September 2018. Ms. Kondra was the Chief Audit Executive at Caesars Entertainment from October 2007 to August 2014 and held various other positions with Harrah’s and Caesars Entertainment since 1997 within the Internal Audit and Compliance functions. Ms. Kondra is a director of Galaxy Gaming, Inc. since December 2021 and serves as its Audit Committee Chair. Ms. Kondra has a Master of Accountancy degree, an undergraduate degree in Accounting and is a Certified Internal Auditor. We believe that Ms. Kondra’s public-company board service, gaming-industry experience and financial expertise make her well-qualified to serve as a member of our Board.

  4. Our Board

    Kathleen Philips has served as a director since 2019. Ms. Philips served as a director of Nerdy, Inc. from 2020 to May 2024 and Apptio from 2017 to 2019. Ms. Philips has also served on the board of several TPG companies, including TPG Pace Beneficial Finance from 2020 to December 2022, TPG Pace Solutions in 2021, and TPG Pace Tech Opportunities Corp. from 2020 to 2021. Ms. Philips has been retired since August 2020. Prior to that time, she served as an advisor at Zillow Group, Inc. from January 2019 until August 2020. During her tenure with Zillow Group, Ms. Philips held many leadership positions, including chief legal officer from September 2014 until December 2018, secretary from July 2010 until December 2018, chief financial officer and treasurer from August 2015 until May 2018, chief operating officer from August 2013 to August 2015 and general counsel from July 2010 to September 2014. Prior to joining Zillow Group, Ms. Philips served as general counsel at FanSnap, Inc., a search engine for live event tickets, from June 2008 to June 2010, as general counsel at Pure Digital Technologies, Inc., the producer of Flip Video camcorders, from September 2007 to June 2008, and as general counsel at StubHub, Inc., an online live event ticket marketplace, from May 2005 to April 2006. Ms. Philips served as general counsel at Hotwire, Inc. from 2001 to 2004 and as its corporate counsel from 2000 to 2001. Ms. Philips was an attorney in private practice at Cooley Godward LLP from 1998 to 2000 and at Stoel Rives LLP from 1997 to 1998. Ms. Philips holds a B.A. in Political Science from the University of California, Berkeley, and a J.D. from the University of Chicago. Ms. Philips is well-qualified to serve as a director of our Board because of her senior management experience at a growth-oriented, publicly-traded company. Doris M. Robinson has served as a director since 2020. She is a successful entrepreneur and business leader whose expertise spans food & beverage, retail, consumer products, advertising, and banking. Ms. Robinson founded Robinson Hill, Inc. and has been the chief executive officer since 1995, a Chicago-based concessions management firm specializing in retail and restaurants primarily in airports, and was the founder and chief executive officer of the GT Spirits Company. Prior to founding Robinson Hill, Ms. Robinson worked for Johnson & Johnson and subsequently with Leo Burnett. She gained experience in banking working for Ameritrust Bank and Northern Trust. Ms. Robinson served as a member of the Illinois Gaming Board from November 2015 until May 2019. Ms. Robinson holds an M.B.A. from Northwestern University, Kellogg School of Management; a B.A. from the University of Pennsylvania; and an honorary doctorate from Kentucky Wesleyan College. We believe that Ms. Robinson’s commercial success, public-company board service, and gaming experience make her well qualified to serve as a member of our Board. Kenneth B. Rotman has served as a director since 2019 and is the Chief Executive Officer and Managing Director of Clairvest Group Inc. (“Clairvest”), a publicly-traded Toronto-based private equity firm (Toronto Stock Exchange: CVG) with significant expertise and experience in the gaming industry. He has more than 30 years of experience as a private equity investor. Prior to joining Clairvest in October 1993, Mr. Rotman spent just under three years at E. M. Warburg, Pincus & Co. where Mr. Rotman principally focused on media, communications and manufacturing transactions in North America and the United Kingdom. In addition to serving on the board of directors of Clairvest, he has participated on the boards of numerous public and private companies, including: Also Energy, MAG Aerospace, NovaSource Power Services, NexTech Solutions, Top Aces, Light Tower Rental, PEER 1 Network Enterprises, Hudson Valley Waste, Shepell•fgi, Sparkling Spring Water and Winters Brothers Waste Systems. Mr. Rotman has also served on the board of directors of numerous charitable organizations. He earned a B.A. from Tufts University in 1988, a M.Sc. from the London School of Economics in 1989 and a M.B.A. from New York University Stern School of Business in 1991. We believe that Mr. Rotman’s experience with Clairvest Group Inc., and extensive experience as a private equity investor make him well qualified to serve as a member of our Board. David W. Ruttenberg has served as a director since 2010. Mr. Ruttenberg founded Belgravia Group Ltd., a real estate development company, in 1989 and served as its Chairman until 2014. In 2013, Mr. Ruttenberg founded Lakewest, Inc. (a real estate investment company), and has served as its president since 2013. In addition, Mr. Ruttenberg is a partner of Lakewest Venture Partners (a venture investment company), principal of Ruttenberg Reis LLC (a law firm) and president of The Ruttenberg/Kagan Foundation (a private operating foundation). Mr. Ruttenberg received his Bachelor of Science degree in Economics from Cornell University, pursued post-graduate studies in economics at London University, School of Economics, and earned his Juris Doctor degree from Northwestern School of Law, graduating Cum Laude, Order of the Coif. We believe that Mr. Ruttenberg’s business expertise, financial acumen and business industry contacts make him well qualified to serve as a member of our Board. Bruce D. Wardinski is a new nominee to the Board. Mr. Wardinski served as chairman of the board and Chief Executive Officer of Playa Hotels & Resorts N.V., a Netherlands-based owner, operator, and developer of all-inclusive resorts, from 2017 until 2025. Mr. Wardinski serves as Lead Independent Director of DiamondRock Hospitality Company, where he has been a director since 2013, and has been elected chairman of its board effective April 29, 2026. From 2003 to 2007, Mr. Wardinski served as chairman of the board of Highland Hospitality Corporation, and from 1998 to 2002, he served as chairman of the board of Crestline Capital Corporation. Mr. Wardinski earned a Bachelor of Science degree in Commerce with honors from the University of Virginia and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania. We believe that the combination of Mr. Wardinski’s experience as a founder and Chief Executive Officer, his leadership of public companies across multiple hotel real estate investment trusts and operators, his financial sophistication, strategic growth expertise, and proven board governance experience makes him well qualified to serve as a member of our Board.

  5. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The terms of each of the director nominees (other than Mr. Wardinski) will expire at the 2026 annual meeting of stockholders. Mr. Wardinski is a new nominee to the Board. Each nominee has consented to be named in the proxy statement and to serve if elected. If, however, a nominee is unavailable for election, your proxy authorizes the persons named on the proxy card to vote for a replacement nominee if the Board names one. Our Nominating and Corporate Governance Committee recommended, and our Board nominated: •Karl Peterson •Kathleen Philips •Doris M. Robinson •Kenneth B. Rotman •Andrew Rubenstein •Bruce D. Wardinski as nominees for election as directors to hold a one-year term of office until our 2027 Annual Meeting of Stockholders. Each nominee has consented to serve a one-year term if elected, concluding at our 2027 Annual Meeting of Stockholders. Biographical information about each of our directors, including Messrs. Peterson, Rotman, Rubenstein and Wardinski and Mses. Philips and Robinson, is contained in the section above. At the Annual Meeting, six directors will be elected to our Board.

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In 2025, non-employee directors other than the Chairman and Vice Chairman received an annual cash retainer of $65,000, paid quarterly, a restricted stock unit (“RSU”) grant with a target value of $140,000 and reimbursement of expenses relating to attendance at board and committee meetings. In recognition of the additional leadership responsibilities and substantial time requirements of the Chairman and Vice Chairman roles, Karl Peterson received an annual RSU award with a target value of $310,000 and Gordon Rubenstein received an annual RSU award with a target value of $300,000. Both receive no additional compensation beyond these equity grants. Members of our Audit Committee received an additional annual cash retainer of $12,500, except for the chairperson, who received an additional cash retainer of $25,000. Members of our Compensation Committee received an additional annual cash retainer of $10,000, except for the chairperson, who received an additional cash retainer of $20,000. Members of our Nominating and Corporate Governance Committee received an additional annual cash retainer of $7,500, except for the chairperson, who received an additional cash retainer of $15,000. In addition, directors who serve on the Compliance Committee (previously the Gaming Compliance Committee) of the Company received cash fees of $5,000 for each meeting of the Compliance Committee. The Company’s non-employee directors may elect to defer receipt of payment of their annual cash retainer and chair and committee member fees, excluding cash fees in respect of Compliance Committee meetings, in the form of Company RSUs that vest on the last day of the fiscal year in which such grant occurs, subject to such non-employee director’s continued service through the vesting date. In addition, on February 27, 2020, our Board approved the entry by the Company into an advisor agreement with Gordon Rubenstein, pursuant to which Gordon Rubenstein serves as a strategic advisor to the Company and consult with and advise the Company’s senior management regarding, among other things, industry trends and opportunities, recruitment of executive leadership and other strategic aspects of the Company’s business, based on his particular industry knowledge and insight. As compensation for the services to be provided by Gordon Rubenstein pursuant to his advisor agreement, our Board approved a grant to Gordon Rubenstein in 2020 of 90,000 stock options and 60,000 RSUs, both of which vested over a 5-year period ending January 1, 2025.

  7. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth a summary of the compensation paid to our non-employee directors pursuant to our compensation policies for the year ended December 31, 2025. Andrew Rubenstein is not paid any fees or other compensation for services as a member of our Board.

  8. 2025 Director Compensation Table

    | Name | Fees earned or paid in cash(1) | Stock awards (2)(3) | Total | | Karl Peterson | $— | $309,129 | $309,129 | | Gordon Rubenstein | — | 299,163 | 299,163 | | Kathleen Philips | — | 246,290 | 246,290 | | David W. Ruttenberg | — | 225,970 | 225,970 | | Eden Godsoe (5) | — | 99,448 | 99,448 | | Kenneth B. Rotman | — | 205,650 | 205,650 | | Doris M. Robinson | 72,500 | 139,609 | 212,109 | | Cheryl Kondra (6) | — | 200,999 | 200,999 |

  9. 2025 Director Compensation Table

    (1)Each of our non-employee directors entitled to receive cash fees in calendar year 2025 has elected to receive such fees in the form of RSUs, except Ms. Robinson. The grants of RSUs in lieu of cash fees were based on the closing stock price on the first trading day of calendar year 2025. (2)Represents the full grant date fair value of the awards granted to the non-employee directors in 2025, as calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 — Stock Compensation. The full grant date fair value is the amount the Company will expense over the awards’ vesting period. The amounts do not reflect the actual amounts that may be realized by the non-employee directors. Each of our non-employee directors grants were based on the closing stock price on the date of grant. A discussion of the assumptions used in the valuation of the stock awards may be found in Note 18 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. (3)As of December 31, 2025, our non-employee directors held the following outstanding option awards and unvested RSU awards:

  10. 2025 Director Compensation Table

    | Name | Shares Underlying Option Awards | Unvested RSU Awards (4) | | Karl Peterson | — | 28,783 | | Gordon Rubenstein | — | 27,855 | | Kathleen Philips | — | 22,932 | | David W. Ruttenberg | — | 21,040 | | Eden Godsoe (5) | — | 9,259 | | Kenneth B. Rotman | — | 19,148 | | Doris M. Robinson | — | 12,999 | | Cheryl Kondra (6) | — | 18,715 |

  11. 2025 Director Compensation Table

    (4)RSU awards for the annual grants and in lieu of cash fees vest as of December 31, 2025. (5)Ms. Godsoe did not stand for re-election at our 2025 Annual Meeting of Stockholders, so her director compensation was prorated for the year. (6)Ms. Kondra joined the Board on April 10, 2025.

  12. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives The primary objectives of our executive compensation program are: •be competitive with compensation paid by companies in the same market in which we compete for executive talent; •align executive compensation with our corporate strategies, business objectives and the interests of our stockholders by rewarding successful execution of our business plan and key corporate objectives; and •provide the majority of total compensation in the form of variable compensation, comprised of annual cash incentive awards and long-term equity incentive awards, with compensation dependent upon corporate performance results and the creation of long-term stockholder value. We seek to achieve these objectives by providing compensation that is competitive with the practices of companies in our peer group and market for executive talent in our geography, with individual pay decisions approved in the context of both company and individual performance. In addition to our peer group, we compete with much larger casino, gaming and entertainment companies for world class talent. In addition, the Compensation Committee seeks to ensure that we maintain sound governance and compensation policies and practices. In designing and overseeing our executive compensation program, we strive to employ best practices and regularly assess our policies and practices.

  13. Compensation Philosophy and Objectives

    | ✓ | What we do | ⊗ | What we do not do | | •Pay-for-performance culture: We emphasize this by using a performance-based annual incentive plan and a performance-based long-term incentive plan paid in shares of Accel stock. | | •Guaranteed compensation: We do not provide guaranteed incentive compensation to our executive officers. | | | •Peer companies: We annually review the amounts and components of executive compensation at peer companies to assist with compensation decisions for our executives. | | •Perquisites: We do not provide significant perquisites or personal benefits to our executives. | | | •Independent compensation consultant: Our Compensation Committee directly engages an independent compensation consultant, Aon, to provide analysis for all aspects of our executive compensation decisions and guidance on other executive compensation matters independent of management. | | •Retirement benefits: We do not offer enhanced retirement benefits to our executive officers. Our 401(k) plan is open to all U.S. salaried employees. | | | •Stock ownership guidelines: We maintain stock ownership guidelines for our Chief Executive Officer, our other executive officers and the non-employee members of our Board. | | •Change in control: We do not provide excise tax reimbursement (‘gross ups’) with respect to payments or benefits upon a change in control of the Company. | | | •Clawback policy: We have a clawback policy whereby our executive officers are subject to a compensation recovery “clawback” policy that provides for the recovery of incentive-based compensation under certain circumstances in the event we restate our financial statements. | | •Hedging or pledging activity: We do not permit our NEOs, the members of our Board or other employees to enter into hedging or similar transactions designed to decrease risks associated with holding our equity securities, and we do not permit the pledging of securities by such persons. | | | •Maximum payout limits: We set maximum individual payout limits in our annual STI and LTI plans. | | | | | •Change in control: We provide ‘double trigger’ equity acceleration upon a change in control of the Company. | | | |

  14. Setting Executive Compensation

    Setting Executive Compensation Role of the Compensation Committee The Compensation Committee operates under a written charter adopted by our Board. All decisions regarding compensation of our NEOs are made by the Compensation Committee. The Compensation Committee provides regular updates to our Board regarding its decisions. The Compensation Committee is responsible for reviewing periodically our compensation plans, philosophy and programs, and overseeing the evaluation and compensation of our NEOs. Historically, and during 2025, our Chief Executive Officer provided recommendations to the Compensation Committee regarding the compensation of our NEOs (other than for himself), which the Compensation Committee took under advisement in establishing and approving compensation of our NEOs. The Compensation Committee also administers our incentive compensation plans. In the first quarter of each year, the Compensation Committee reviews the performance of each of our NEOs during the previous year. At this time, the Compensation Committee also reviews our actual corporate performance for the prior year and makes the final annual incentive payment determinations based on such performance and the Compensation Committee’s evaluation of each NEO’s individual performance for the prior year. In connection with this annual review, the Compensation Committee also reviews and adjusts, as appropriate, base salaries and annual target bonus levels for the NEOs and reviews and grants long-term equity incentive awards to the NEOs, in each case based on the Compensation Committee’s performance evaluations, competitive market data provided by its independent compensation consultant, and other factors considered appropriate by the Compensation Committee, including internal pay equity. During the year, the Compensation Committee may also evaluate and make compensation adjustments or grants of additional discretionary bonuses and/or long-term incentive awards to our NEOs and certain other eligible employees, as and to the extent deemed appropriate by the Compensation Committee. The Compensation Committee is supported by management and its independent compensation consultant, as further described below. Role of Management The Compensation Committee relies on input and recommendations of our Chief Executive Officer when evaluating factors relative to the compensation of the NEOs. Our Chief Executive Officer provides the Compensation Committee with his assessment of the performance of these individuals and his perspective on the applicable factors described above in developing his recommendations for their compensation, including salary adjustments, cash bonuses and equity incentives. The Compensation Committee discusses our Chief Executive Officer’s recommendations, with input from our independent consultant, and then approves or modifies the recommendations in collaboration with the Chief Executive Officer. Our Chief Executive Officer’s compensation is determined solely by the Compensation Committee, which approves any adjustments to his base salary, cash bonus or equity incentives from year to year. The Compensation Committee reviews the Chief Executive Officer’s performance for the year and competitive market data from our independent consultant, and makes determinations regarding his compensation independently and without him present. As required by the NYSE listing standards and good corporate governance, the Chief Executive Officer does not participate in deliberations concerning, or vote on, his compensation arrangements. In addition to recommendations put forth by our Chief Executive Officer, other members of our executive team are involved in the compensation process by assembling data to present to the Compensation Committee. Other members of our executive management team also may attend portions of the Compensation Committee meetings from time to time. Role of the Independent Compensation Consultant For 2025, the Compensation Committee engaged Aon’s Executive and Board Advisory Practice, a division of Aon plc (“Aon”), an independent compensation consultant, to provide independent executive compensation advisory services. Aon did not provide any other services to us in 2025 beyond its engagement as an advisor to the Compensation Committee on executive and director compensation matters. Aon’s specific compensation consultation roles include, but are not limited to, the following: •advising the Compensation Committee on director and executive compensation trends and regulatory developments; •developing a peer group of companies for determining competitive compensation rates; •providing a total compensation study for executives against executives at peer companies; •providing advice to the Compensation Committee on corporate governance best practices, as well as any other areas of concern or risk; •serving as a resource to the committee chair for meeting agendas and supporting materials in advance of each meeting; •reviewing and commenting on proxy statement disclosure items, including preparation of the Compensation Discussion and Analysis; and •advising the Compensation Committee on management’s pay recommendations. After review and consultation with Aon and management, the Compensation Committee determined that Aon was independent and that there was no conflict of interest resulting from retaining Aon during the year ended December 31, 2025. In reaching these conclusions, the Compensation Committee considered the factors set forth in Exchange Act Rule 10C-1 and NYSE listing standards. Peer Companies and Competitive Market Data Annually, the Compensation Committee reviews total compensation market data provided by Aon. The Compensation Committee reviews and approves the peer group used for comparisons prior to commencement of the pay study. Consistent with prior years, the following peer group development criteria were used to develop competitive market values to assist with fiscal year 2025 pay decisions: •Industry: Companies that are similar to Accel in the casino, gaming, and entertainment industries. •Company size: Companies that are approximately 0.4x to 3x Accel’s annual revenues, with a secondary focus on market capitalization. •Peers: Companies using Accel in their compensation peer group. •Peers of peers: Companies used in the peer groups of potential peer companies. •Competitors: Companies that compete with Accel for business and management talent. •Management and Board recommendations. The peer group approved by the Compensation Committee for the Fall of 2024 compensation study used to assist with 2025 pay decisions consists of the following 14 companies in the casino, gaming and entertainment industries.

  15. Setting Executive Compensation

    Two companies were removed from the prior year peer group. They were: •SciPlay Corporation: acquired by Light & Wonder; and •Full House Resorts: annual revenues are below the desired threshold. Peer group compensation disclosure was supplemented with survey market data for selected roles, where broader U.S. market comparisons are relevant. We believe the review of both peer group and survey data will provide an appropriate comprehensive market overview for determining compensation adjustments. The Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies and surveys to inform decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.

  16. Short Term Incentive Program

    Short Term Incentive Program The Company’s short-term incentive program (“STI”) is designed to motivate and reward our NEOs for achieving annual performance objectives by tying the majority of the STI award to attainment of pre-established financial goals defined as Adjusted EBITDA (“AEBITDA”) and adjusted earnings per share (“AEPS”), each of which is a non-GAAP financial measure. For a discussion of AEBITDA and a reconciliation of AEBITDA to net income for fiscal year 2025, refer to pages 34-35 of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 3, 2026. The adjustments to AEPS mirror the adjustments made in the calculation of AEBITDA. AEBITDA is the primary determinant of our financial performance and AEPS was included in fiscal year 2025 as it directly aligns with shareholder value. This program structure supports our “pay-for-performance” culture. The Compensation Committee and Chief Executive Officer consider various factors in determining the form and structure of the cash bonus arrangement that is most appropriate for attracting, retaining, rewarding, and motivating the individual executive officer, and based on these considerations determined it was appropriate to add an AEPS metric to the STI program because it is an important driver of long-term stock price performance that aligns management incentives with the interests of the Company’s stockholders. Financial Component (80%). 60% of the target STI payout is determined formulaically based on achievement of an annual target for the Company’s AEBITDA (as defined in the Company’s annual and quarterly reports filed with the SEC) and 20% of the target STI payout is determined formulaically based on achievement of an annual target for the Company’s AEPS (the “Financial Component”). For fiscal year 2025, the Compensation Committee set AEBITDA and AEPS targets that the Compensation Committee believes are rigorous yet achievable if the Company successfully executes against its operating plan. Potential STI payouts for the Financial Component will range from 50% to 200% of target for performance ranging from 85% to 115% of the AEBITDA and AEPS targets, respectively, with payouts interpolated between the performance points. Performance below 85% will result in no payout for the Financial Component and the maximum payout for the Financial Component is 200% of target. These are the same performance thresholds and payout ranges as in the prior year. Individual Component (20%). Each year, the Compensation Committee will establish individual performance goals for our executives. These goals will be 20% of each executive’s STI target opportunity. These goals will be based on a comprehensive assessment of the Company’s long-term strategic plan. At the completion of the year, the Compensation Committee will assess each executive’s performance against the pre-determined individual performance goals and approve individual payouts accordingly. Similar to our Financial Component, the range of payout opportunity will be 50% to 200% of target based on the Compensation Committee’s performance assessment. Consistent with our Financial Component, performance below threshold will result in no payout. 2025 Target STI Opportunities: The table below summarizes the annual target incentive for each NEO for 2025. Payout opportunities are capped at 200% of target. No changes were made for 2025.

  17. Short Term Incentive Program

    | Name | 2024 Target (% of Salary) | 2025 Target (% of Salary) | | Andrew Rubenstein | 100% | 100% | | Brett Summerer | —% | 65% | | Mark Phelan | 70% | 70% | | Scott Levin(1) | —% | 58% | | Derek Harmer | 55% | 55% | | Mathew Ellis | 50% | 50% |

  18. Short Term Incentive Program

    (1)Mr. Levin’s 2025 Target STI reflects a blended rate of 55% from March 5, 2025 to September 21, 2025 and 65% from September 22, 2025 to December 31, 2025 per the terms of Mr. Levin’s amended and restated employment agreement. 2025 Approved Performance and Payouts

  19. Short Term Incentive Program

    | Payout Percentage (1) | 50% Threshold | 100% Target | 200% Maximum | 2025 Actual (2) | 2025 STI Earned Amount | Weight | Weighted | | 2025 AEBITDA | $181.90M | $214.00M | $246.10M | $210.15M | 93.90% | 60.00% | 56.34% | | Percentage of Target | 85% | 100% | 115% | 98.20% | | | | | 2025 AEPS | $0.72 | $0.85 | $0.97 | $0.80 | 80.30% | 20.00% | 16.06% | | Percentage of Target | 85% | 100% | 115% | 94.3% | | | | | Total Payout as a % of Target for the Financial Component | | | | | | | 72.40% |

  20. Short Term Incentive Program

    (1)Performance achievement between the threshold and maximum performance goals requires interpolation between points to determine the final earned payout. (2)For a discussion of AEBITDA and a reconciliation of AEBITDA to net income for fiscal year 2025, refer to pages 34-35 of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 3, 2026. The adjustments to AEPS mirror the adjustments made in the calculation of AEBITDA. Individual Component (20%) Individual performance goals are focused on a combination of corporate and/or role-specific accomplishments or behaviors that focus executives on accomplishing our long-term strategic business plan. Individual goals relate to the Company’s overall financial and strategic goals, with no specific weighting attributed to any one goal. The maximum payout on this component is 200% of target. Each NEO’s individual performance was subjectively assessed on certain factors, including, but not limited to, the following factors which support our longer-term financial and strategic success: •Financial strength: Deliver revenue and AEBITDA and AEPS growth through enhanced partnership platforms, efficient operations, and implementation of strategic growth initiatives. •Operational efficiency: Create an organizational structure that supports an efficient scaling of our business through organic growth and acquisitions. •Financial efficiency: Remediate material weaknesses and optimize the Company’s financial close processes. •Robust compliance: Implement comprehensive compliance plans and instill a culture of compliance throughout the organization. •Succession planning: Ensure we have an appropriate depth of management talent to succeed our senior leaders. The individual performance of each executive for 2025 was reviewed by the Compensation Committee. The following performance results were approved:

  21. Short Term Incentive Program

    | Name | 2025 Target | 2025 Actual Performance (as a Percentage of Target) | 2025 Individual Component Approved | | Andrew Rubenstein | 20% | 75% | 15% | | Brett Summerer | 20% | 100% | 20% | | Mark Phelan | 20% | 100% | 20% | | Scott Levin | 20% | 100% | 20% | | Derek Harmer | 20% | 65% | 13% |

  22. Short Term Incentive Program

    2025 Approved STI Payouts The Compensation Committee approved the following STI payouts for 2025 performance: The table below summarizes the target and annual incentive award earned by each NEO for 2025:

  23. Short Term Incentive Program

    | Name | W-2 Salary (1) | Target Bonus | 80% Financial Component Approved (2) | 20% Individual Component Approved | Total % of Target Approved | Actual 2025 Bonus Approved | | Andrew Rubenstein | $948,125 | 100.00% | 72.40% | 15% | 87.40% | $828,500 | | Brett Summerer | 106,154 | 65.00% | 72.40% | 20% | 92.40% | 64,000 | | Mark Phelan | 515,503 | 70.00% | 72.40% | 20% | 92.40% | 333,500 | | Scott Levin (3) | 356,746 | 58.34% | 72.40% | 20% | 92.40% | 192,500 | | Derek Harmer | 461,250 | 55.00% | 72.40% | 13% | 85.40% | 216,500 |

  24. Short Term Incentive Program

    (1)Based on pro-rated salaries for the year for Messrs. Summerer and Levin. (2)For a discussion of AEBITDA and AEPS and a reconciliation of AEBITDA and AEPS to net income for fiscal year 2025, refer to pages 34-35 of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 3, 2026. The adjustments to AEPS mirror the adjustments made in the calculation of AEBITDA. (3)Mr. Levin’s 2025 Target STI reflects a blended rate of 55% from March 5, 2025 to September 21, 2025 and 65% from September 22, 2025 to December 31, 2025 per the terms of Mr. Levin’s amended and restated employment agreement.

  25. Long-Term Incentive Program

    Long-Term Incentive Program The objectives of the Company’s long-term incentive program (the “LTI”) are to increase long-term stockholder value, to enhance focus on the financial metric (AEBITDA) that is our primary indicator of long-term success, and to provide our executives with a competitive and balanced total compensation opportunity. The Compensation Committee uses competitive market data provided by Aon’s annual total compensation study to assist with LTI targets as a percentage of base salary. Annual LTI grants consist of 50% RSU value and 50% performance-based restricted stock unit value (“PSUs”). However, with respect to NEOs who were hired during fiscal year 2025, their grants were made 100% in the form of RSUs, consistent with the Company’s historical past practice. The RSUs will vest ratably over three years. The PSUs will vest at the end of a three-year performance period. The PSUs will vest based on the average AEBITDA performance achievement for three successive one-year periods. Forecasting longer-term (e.g., three years) financial goals in the gaming industry is challenging. The Compensation Committee considered all factors and approved the average of three successive one-year periods because the structure allows realistic performance targets to be set when management and the Compensation Committee have the most current financial information, it has strong stockholder alignment with the inclusion of the most realistic AEBITDA targets and it requires sustained financial performance to earn targeted payouts. Also, the Compensation Committee considered numerous financial metrics for the PSU program. AEBITDA was approved because it is our primary determinant of long-term stockholder success. The Compensation Committee considered the overlap of AEBITDA in the STI and LTI programs, but ultimately decided that consistent AEBITDA performance is the strongest link to our investors. Annually, the Compensation Committee will rigorously review and approve financial targets to ensure consistent enhancement of financial performance and stockholder value. Eligible participants (as determined by the Compensation Committee) may be members of the Company’s senior executive team and/or such other executives and key contributors as the Compensation Committee may designate from time to time. Our NEOs will participate in the LTI at a rate determined by the Compensation Committee. No individual will have an automatic right to participate in the LTI. Consistent with the annual STI plan, three-year average AEBITDA achievement performance requirements and payout opportunities are as follows:

  26. Long-Term Incentive Program

    | As a % of Target | Below Threshold | Threshold | Target | Maximum | | Performance requirements | < 85% | 85% | 100% | 115% | | Payout opportunity (1) | 0% | 50% | 100% | 200% |

  27. Long-Term Incentive Program

    (1)The number of PSUs that vest will be interpolated in the event performance achievement falls between threshold and maximum performance. 2025 Approved LTI Grants The Compensation Committee approved the following equity grants pursuant to the LTI in 2025 following a thorough review of competitive market data, internal alignment objectives, prior year awards, and individual performance. Payouts are capped at 200% of target.

  28. Long-Term Incentive Program

    | | Number of: | | Target Value of: (1) | | | | Name | PSUs Granted | RSUs Granted | PSUs Granted | RSUs Granted | Total | | Andrew Rubenstein | 88,034 | 88,034 | $880,340 | $880,340 | $1,760,680 | | Brett Summerer | — | 40,000 | — | 445,200 | 445,200 | | Mark Phelan | 31,336 | 31,336 | 313,360 | 313,360 | 626,720 | | Scott Levin | — | 40,000 | — | 387,600 | 387,600 | | Derek Harmer | 21,414 | 21,414 | 214,140 | 214,140 | 428,280 | | Mathew Ellis | 18,321 | 18,321 | 183,210 | 183,210 | 366,420 |

  29. Long-Term Incentive Program

    (1)These amounts reflect the Compensation Committee’s methodology for determining the equity awards during its compensation review process and do not reflect the actual economic value that may ultimately be realized by the NEOs. The number of PSUs and RSUs granted to each NEO was determined by dividing the target value set forth above for such award type by the Company’s closing stock price on the date of grant. 2023 PSU Approved Performance Achievement and Payouts The March 2023 PSU grant provided payout opportunities based on the average AEBITDA performance achievement for three successive one-year periods, as approved by the Compensation Committee. The approved annual performance achievement percentages are used to calculate the final payout for the March 2023 PSU grant. The table below summarizes the final payout calculation.

  30. Long-Term Incentive Program

    | Year (1) | 50% Threshold | 100% Target | 200% Maximum | Actual AEBITDA(2) | Approved Achievement as a % of Target | Final Payout Percentage | | 2023 AEBITDA | $147.05M | $173.00M | $198.95M | $181.45M | 104.88% | | | 2024 AEBITDA | $155.22M | $182.61M | $210.00M | $189.15M | 102.71% | | | 2025 AEBITDA | $181.90M | $214.00M | $246.10M | $210.15M | 98.20% | | | Average of 2023-2025 | | | | | 101.93% | 112.89% |

  31. Long-Term Incentive Program

    (1)Performance achievement between the threshold and maximum performance goals requires interpolation between points to determine the final earned payout. (2)For a discussion of AEBITDA and a reconciliation of AEBITDA to net income for fiscal year 2025, refer to pages 34-35 of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 3, 2026. The table below summarizes the total number of PSUs earned relative to the number that were granted.

  32. Long-Term Incentive Program

    | Name | PSUs Granted | Approved Payout Multiplier | PSUs Earned | | Andrew Rubenstein | 90,396 | 112.89% | 102,048 | | Mark Phelan | 31,638 | 112.89% | 35,716 | | Derek Harmer | 20,410 | 112.89% | 23,041 |

  33. Policies and Practices Related to the Grant of Equity Awards

    Policies and Practices Related to the Grant of Equity Awards The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of such awards.

  34. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation Committee is responsible for overseeing the risks relating to compensation policies and practices affecting senior management on an ongoing basis. The Compensation Committee believes our governance policies and compensation structure result in a compensation system that is not reasonably likely to lead to management decisions that would have a material adverse effect on Accel. The following features of our programs mitigate this risk: •The Compensation Committee retains an independent compensation consultant to assist with annual compensation decisions; •We utilize a mix of cash and equity incentive programs, and all equity awards granted to our NEOs are subject to multi-year vesting; •We utilize a combination of equity award types; •We cap STI and PSU payments at 200% of the target award; •We utilize competitive general and change-in-control severance programs to help ensure executives continue to work towards our stockholders’ best interests in light of potential employment uncertainty; •Executives are subject to minimum stock ownership guidelines and limitations on trading in our securities; and •Our executive officers are subject to a compensation recovery “clawback” policy that provides for the recovery of incentive-based compensation under certain circumstances in the event we restate our financial statements.

  35. Equity Incentive Plan of Accel

    Equity Incentive Plan of Accel Amended and Restated Long Term Incentive Plan On November 20, 2019, the Accel Entertainment, Inc. Long Term Incentive Plan (the “LTIP”) became effective. The Company initially reserved a total of 6,000,000 shares of Class A-1 common stock for issuance pursuant to the LTIP, subject to certain adjustments set forth therein. On March 13, 2023, the Board approved the amendment and restatement of the LTIP (the “A&R LTIP”), which was subsequently approved by the Company’s stockholders on May 4, 2023. Pursuant to the A&R LTIP, the available shares of Class A-1 common stock reserved for issuance was increased by 2,000,000 shares for a cumulative aggregate share authorization of 8,000,000 shares. On April 10, 2025, the Board approved the second amendment and restatement of the LTIP (the “Second A&R LTIP”), which was subsequently approved by the Company’s stockholders on June 6, 2025. Pursuant to the Second A&R LTIP, the available shares of Class A-1 common stock reserved for issuance was increased by 2,000,000 shares for a cumulative aggregate share authorization of 10,000,000 shares. The purpose of the Second A&R LTIP is to enhance the Company and its affiliates’ ability to attract, retain and motivate persons who make important contributions to the Company and its affiliates by providing those individuals with equity ownership opportunities. The Second A&R LTIP provides for grants of a variety of awards, including, but not limited to: incentive stock options qualified as such under U.S. federal income tax laws, stock options that do not qualify as incentive stock options, stock appreciation rights, restricted stock awards, RSUs, PSUs, cash incentive awards, and other stock-based awards. Officers or employees of the Company or any of its affiliates or any other person who provides services to the Company or any of its affiliates, including directors of the Company, are eligible for grants under the Second A&R LTIP.

  36. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth the annual base salary and other compensation paid to each of the NEOs for the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023.

  37. 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation $(2) | All Other Compensation ($)(3) | Total ($) | | Andrew Rubenstein Chief Executive Officer | 2025 | $948,125 | $1,760,680 | $— | $828,500 | $34,245 | 3,571,551 | | | 2024 | 935,637 | 1,825,853 | — | 1,024,000 | 30,129 | 3,815,620 | | | 2023 | 880,289 | 3,823,493 | — | 1,103,000 | 27,716 | 5,834,498 | | Brett Summerer (4) Chief Financial Officer | 2025 | 106,154 | 445,200 | — | 64,000 | 1,200 | 616,554 | | Mark Phelan President, U.S. Gaming | 2025 | 515,503 | 626,720 | — | 333,500 | 23,703 | 1,499,426 | | | 2024 | 478,289 | 656,314 | — | 383,000 | 24,463 | 1,542,065 | | | 2023 | 434,616 | 562,524 | — | 385,500 | 23,280 | 1,405,919 | | Scott Levin (4) Chief Legal Officer & Secretary | 2025 | 356,746 | 387,600 | — | 192,500 | 6,116 | 942,962 | | Derek Harmer Chief Compliance Officer | 2025 | 461,250 | 428,280 | — | 216,500 | 28,112 | 1,134,142 | | | 2024 | 455,103 | 525,813 | — | 279,000 | 24,106 | 1,284,022 | | | 2023 | 435,577 | 796,890 | — | 297,500 | 23,168 | 1,553,135 | | Mathew Ellis Chief Financial Officer (Former) | 2025 | 177,811 | 366,420 | — | — | 12,292 | 556,523 | | | 2024 | 389,443 | 379,981 | — | 211,000 | 26,809 | 1,007,232 | | | 2023 | 366,154 | 351,582 | — | 227,500 | 24,232 | 969,468 |

  38. 2025 Summary Compensation Table

    (1)The amounts reported in the “Stock Awards” column represent the grant date fair value of the RSUs and PSUs granted to the NEOs during the fiscal years ended December 31, 2025, 2024 and 2023 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. Note that the amounts reported in this column reflect the accounting cost for these RSU and PSU grants and do not correspond to the actual economic value that may be received by the NEOs from the RSUs and PSUs. The PSUs reflect the probable outcome award value (target) at the date of the grant in accordance with FASB ASC Topic 718. Assuming the highest levels of performance conditions are achieved, the grant date value of the PSUs granted in fiscal 2025 would be as follows: Mr. A. Rubenstein - $1,760,680; Mr. Phelan - $626,720; Mr. Harmer - $428,280; and Mr. Ellis - $366,420. See Note 18 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2025 filed with the SEC on March 3, 2026 for a description of the assumptions made in the valuation of stock awards. (2)The amount reported in the “Non-Equity Incentive Plan Compensation” column represents the annual cash bonuses, which were approved by the Board, earned by the NEOs pursuant to the achievement of certain Accel and individual performance objectives. (3)“All Other Compensation” consists of Accel’s matching contributions to Accel’s 401(k) plan or other retirement plan, health insurance premiums, vehicle allowances and travel expenses. (4)Messrs. Summerer and Levin commenced employment with the Company on September 22, 2025 and March 5, 2025, respectively, and therefore received compensation only for the portion of fiscal year 2025 during which each was employed by the Company. The amounts reported in the Summary Compensation Table reflect compensation earned by each executive during fiscal year 2025 in accordance with SEC rules and do not represent a full year of compensation.

  39. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table provides information concerning each grant of an award made in 2025 for each of our NEOs under any plan. This information supplements the information about these awards set forth in the “2025 Summary Compensation Table” above.

  40. 2025 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Andrew Rubenstein | | | | | | | | | | | Annual Incentive | N/A | $474,063 | $948,125 | $1,896,250 | — | — | — | — | $— | | RSUs | 3/10/2025 | — | — | — | — | — | — | 88,034 | 880,340 | | PSUs | 3/10/2025 | — | — | — | 44,017 | 88,034 | 176,068 | — | 880,340 | | Brett Summerer | | | | | | | | | | | Annual Incentive | N/A | 34,500 | 69,000 | 138,000 | — | — | — | — | — | | RSUs | 9/22/2025 | — | — | — | — | — | — | 40,000 | 445,200 | | Mark Phelan | | | | | | | | | | | Annual Incentive | N/A | 194,055 | 388,110 | 776,220 | — | — | — | — | — | | RSUs | 3/10/2025 | — | — | — | — | — | — | 31,336 | 313,360 | | PSUs | 3/10/2025 | — | — | — | 15,668 | 31,336 | 62,672 | — | 313,360 | | Scott Levin | | | | | | | | | | | Annual Incentive | N/A | 104,070 | 208,140 | 385,000 | — | — | — | — | — | | RSUs | 4/3/2025 | — | — | — | — | — | — | 40,000 | 387,600 | | Derek Harmer | | | | | | | | | | | Annual Incentive | N/A | 126,844 | 253,688 | 433,000 | — | — | — | — | — | | RSUs | 3/10/2025 | — | — | — | — | — | — | 21,414 | 214,140 | | PSUs | 3/10/2025 | — | — | — | 10,707 | 21,414 | 42,828 | — | 214,140 | | Mathew Ellis | | | | | | | | | | | Annual Incentive | N/A | 98,656 | 197,313 | 394,625 | — | — | — | — | — |

  41. 2025 Grants of Plan-Based Awards

    (1)The amounts reported reflect the threshold, target and maximum performance-based cash incentive compensation amounts that could have been paid for fiscal year 2025 under the 2025 annual incentive program for the NEOs. The types and weighting of the performance measures under that program are described in the “—Compensation Discussion & Analysis” section of this proxy statement. (2)Grant date fair value of the PSUs and RSUs is calculated in accordance with FASB ASC 718 and, for the PSUs, based on the probable outcome of the performance conditions as of the grant date.

  42. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table sets forth specified information concerning unexercised stock options, RSU and PSU awards for each of the NEOs outstanding as of December 31, 2025.

  43. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have not Vested($)(2) | | Name | Grant Date(1) | Number of securities underlying unexercised options (#) | | Option Exercise Price($) | Option Expiration Date | | | | | | | | Exercisable | Unexercisable | | | | | | | | Andrew Rubenstein | 2/27/2020 (3) | 165,000 | — | $12.25 | 2/27/2030 | — | $— | — | $— | | | 7/13/2020 (4) | 52,000 | — | 9.41 | 7/13/2030 | — | — | — | — | | | 3/16/2021 (4) | 30,865 | — | 11.88 | 3/16/2031 | — | — | — | — | | | 3/16/2021 (4) | 58,955 | — | 11.88 | 3/16/2031 | — | — | — | — | | | 3/14/2022 (4) | 2,620 | 6,958 | 12.71 | 3/14/2032 | — | — | — | — | | | 3/14/2022 (4) | 101,745 | — | 12.71 | 3/14/2032 | — | — | — | — | | | 3/14/2022 (4) | — | — | — | — | 6,958 | 79,391 | — | — | | | 3/14/2023 (8) | — | — | — | — | — | — | 90,396 | 1,031,418 | | | 3/14/2023 (7) | — | — | — | — | 30,132 | 343,806 | — | — | | | 4/27/2023 (6) | — | — | — | — | — | — | 520,247 | 5,936,018 | | | 3/15/2024 (8) | — | — | — | — | — | — | 80,505 | 918,562 | | | 3/15/2024 (7) | — | — | — | — | 53,670 | 612,375 | — | — | | | 3/10/2025 (8) | — | — | — | — | — | — | 88,034 | 1,004,468 | | | 3/10/2025 (7) | — | — | — | — | 88,034 | 1,004,468 | — | — | | Brett Summerer | 9/22/2025 (7) | — | — | — | — | 40,000 | 456,400 | — | — | | Mark Phelan | 2/27/2020 (3) | 24,194 | — | 12.25 | 2/27/2030 | — | — | — | — | | | 2/27/2020 (3) | 25,306 | — | 12.25 | 2/27/2030 | — | — | — | — | | | 7/13/2020 (4) | 9,000 | — | 9.41 | 7/13/2030 | — | — | — | — | | | 3/14/2022 (4) | — | 1,784 | 12.71 | 3/14/2032 | — | — | — | — | | | 3/14/2022 (4) | 26,760 | — | 12.71 | 3/14/2032 | — | — | — | — | | | 3/14/2022 (4) | — | — | — | — | 1,784 | 20,355 | — | — | | | 3/14/2023 (5) | — | — | — | — | — | — | 31,638 | 360,990 | | | 3/14/2023 (4) | — | — | — | — | 10,546 | 120,330 | — | — | | | 3/15/2024 (5) | — | — | — | — | — | — | 28,938 | 330,183 | | | 3/15/2024 (4) | — | — | — | — | 19,292 | 220,122 | — | — | | | 3/10/2025 (5) | — | — | — | — | — | — | 31,336 | 357,544 | | | 3/10/2025 (4) | — | — | — | — | 31,336 | 357,544 | — | — |

  44. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have not Vested($)(2) | | Name | Grant Date(1) | Number of securities underlying unexercised options (#) | | Option Exercise Price($) | Option Expiration Date | | | | | | | | Exercisable | Unexercisable | | | | | | | | Scott Levin | 4/3/2025 (4) | — | — | — | — | 40,000 | 456,400 | — | — | | Derek Harmer | 2/27/2020 (4) | 21,548 | — | 12.25 | 2/27/2030 | — | — | — | — | | | 2/27/2020 (4) | 41,452 | — | 12.25 | 2/27/2030 | — | — | — | — | | | 7/13/2020 (4) | 3,824 | — | 9.41 | 7/13/2030 | — | — | — | — | | | 7/13/2020 (4) | 12,176 | — | 9.41 | 7/13/2030 | — | — | — | — | | | 3/16/2021 (4) | 32,335 | — | 11.88 | 3/16/2031 | — | — | — | — | | | 3/14/2022 (3) | — | 1,846 | 12.71 | 3/14/2032 | — | — | — | — | | | 3/14/2022 (4) | 27,697 | — | 12.71 | 3/14/2032 | — | — | — | — | | | 3/14/2022 (3) | — | — | — | — | 1,846 | 21,063 | — | — | | | 3/14/2023 (5) | — | — | — | — | — | — | 20,410 | 232,878 | | | 3/14/2023 (4) | — | — | — | — | 6,803 | 77,622 | — | — | | | 7/15/2023 (7) | — | — | — | — | 13,333 | 152,130 | — | — | | | 3/15/2024 (5) | — | — | — | — | — | — | 23,184 | 264,529 | | | 3/15/2024 (4) | — | — | — | — | 15,456 | 176,353 | — | — | | | 3/10/2025 (5) | — | — | — | — | — | — | 21,414 | 244,334 | | | 3/10/2025 (4) | — | — | — | — | 21,414 | 244,334 | — | — | | Mathew Ellis | N/A | — | — | — | — | — | — | — | — | | | N/A | — | — | — | — | — | — | — | — |

  45. 2025 Outstanding Equity Awards at Fiscal Year-End

    (1)This table does not include any shares of our Class A-2 common stock that NEOs received in connection with the consummation of the Business Combination. (2)The dollar amounts shown are determined by multiplying the number of unvested shares or units by the closing price of our Class A-1 common stock on the New York Stock Exchange as of December 29, 2025, the last trading day of 2024, which was $11.41. (3)Granted under the A&R LTIP. 1/4 of the shares subject to the option awards or RSU awards, as applicable, vested on the first anniversary of the grant date, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, so long as the grantee remains continuously employed or engaged by the Company or an affiliate, as applicable, from the date of grant through each such vesting date. (4)Granted under the A&R LTIP. 1/3 of the shares subject to the RSU award will vest on each of the first, second, and third anniversaries of the grant date in each case, so long as the grantee remains continuously employed or engaged by the Company or an affiliate, as applicable, from the date of grant through each such vesting date. (5)Granted under the A&R LTIP. The shares subject to the PSU award will vest at the end of the three-year performance period, subject to the achievement of certain performance-based vesting conditions, so long as the grantee remains continuously employed or engaged by the Company or an affiliate, as applicable, from the date of grant through the end of the three-year performance period. The PSUs are reported in the table at target; however the PSUs granted in 2023 vested at 112.89% of target based on the achievement of performance goals. (6)Granted to Mr. A. Rubenstein in connection with the amendment to his employment agreement in April 2023.The shares subject to the PSU award will vest at the end of the three-year performance period ending April 27, 2026 subject to the achievement of certain performance-based vesting conditions. The PSUs are reported at the maximum level. (7)Granted to Mr. Harmer in connection with the amendment to his employment agreement in July 2023. 1/3 of the shares subject to the RSU award will vest on July 15, 2024, 1/3 of the underlying shares will vest on July 15, 2025 and the remaining 1/3 of the underlying shares will vest on July 15, 2026, in each case, so long as the grantee remains continuously employed or engaged by the Company or an affiliate, as applicable, from the date of grant through each such vesting date.

  46. 2025 Stock Option Exercises and Stock Vested Table

    2025 Stock Option Exercises and Stock Vested Table The following table presents, for each of our NEOs, the number of shares of our Class A-1 common stock acquired upon the exercise of stock options or vesting and settlement of RSUs during fiscal year 2025 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs.

  47. 2025 Stock Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise($) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(1) | | Andrew Rubenstein | — | $— | 127,078 | $1,308,801 | | Brett Summerer | — | — | — | — | | Mark Phelan | — | — | 38,328 | 393,369 | | Scott Levin | — | — | — | — | | Derek Harmer | — | — | 51,273 | 554,002 | | Mathew Ellis | — | — | 33,086 | 346,817 |

  48. 2025 Stock Option Exercises and Stock Vested Table

    (1)The aggregate value realized upon the vesting and settlement of RSUs is based on the closing price on the NYSE of our Class A-1 common stock on the date prior to the day of vesting. Amounts shown are presented on an aggregate basis for all vesting and settlement that occurred during 2025.

  49. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The information below describes and quantifies certain compensation that would have been payable to each NEO (other than Mr. Ellis, who resigned effective as of May 9, 2025 and did not receive any payments in connection with his resignation) if the NEO’s employment had terminated, or a change in control had occurred, on December 31, 2025, given the NEO’s compensation as of such date and, if applicable, based on our closing stock price on December 29, 2024, the last trading day of the year. These benefits are in addition to benefits available generally to salaried employees upon a termination of employment, such as payment of accrued but unpaid base salary, accrued but unpaid annual bonus, and vacation pay and distributions under our 401(k) plan (assuming the executive participated in the plan). The terms of their respective separation arrangements with us are described above in “—Employment Agreements.” Except where otherwise noted, the following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our NEOs (other than Mr. Ellis). Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2025, and the price per share of our Class A-1 common stock was the closing price on the NYSE as of December 31, 2025, which was $11.41. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  50. Potential Payments upon Termination or Change in Control

    | Qualifying Termination - No Change in Control | | | | | | | Name | Cash Severance $(1)(2) | Bonus Payment ($)(1) | Continuation of Medical Benefits $(1)(3) | N/A | Total $(4) | | Andrew Rubenstein(5) | $1,883,762 | $2,127,000 | $51,702 | $— | $4,062,464 | | Brett Summerer | 460,000 | 299,000 | 20,381 | — | 779,381 | | Mark Phelan(6) | 515,503 | 383,000 | 34,416 | — | 932,919 | | Scott Levin | 461,700 | 300,105 | 11,370 | — | 773,175 | | Derek Harmer(6) | 461,250 | 279,000 | 43,695 | — | 783,945 | | Qualifying Termination - Change in Control | | | | | | | Name | Cash Severance $(1)(2) | Bonus Payment ($)(1) | Continuation of Medical Benefits $(1)(3) | Value of Accelerated Vesting $(4) | Total $ | | Andrew Rubenstein(5) | $1,883,762 | $3,075,125 | $51,702 | $10,930,505 | $15,941,095 | | Brett Summerer | 460,000 | 598,000 | 20,381 | 456,400 | 1,534,781 | | Mark Phelan(6) | 515,503 | 383,000 | 34,416 | 1,767,066 | 2,699,985 | | Scott Levin | 461,700 | 600,210 | 11,370 | 456,400 | 1,529,680 | | Derek Harmer(6) | 461,250 | 279,000 | 43,695 | 1,414,383 | 2,198,327 |

  51. Potential Payments upon Termination or Change in Control

    (1)“Qualifying Termination” for purposes of these payments includes a termination of the NEO’s employment by the Company without cause or by the NEO for good reason (in each case, as defined in the NEO’s employment agreement) or the Company’s non-renewal of the NEO’s employment agreement without cause at the end of any of its initial or successive one year terms in the case of Messrs. Phelan, Summerer and Levin. (2)The severance amount related to base salary was determined based on the amounts actually paid to the NEOs during the relevant periods. (3)Reflects the estimated cost of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (medical, dental and vision) continuation coverage, as applicable, during the severance period. (4)Upon a Qualifying Termination – No Change in Control, each executive is generally entitled to a pro rata amount of the Value of Accelerated Vesting upon a Qualifying Termination – Change in Control as described below (other than with respect to option awards held by any executive and the special PSU award granted to Mr. Rubenstein on 4/27/23).The value of accelerated vesting upon a Qualifying Termination – Change in Control is calculated based on the per share closing price on NYSE as of December 31, 2025, which was $11.41, less, if applicable, the aggregate exercise price of each outstanding unexercisable stock option. Each of the executive’s then outstanding unvested equity awards, including awards that would otherwise vest upon satisfaction of performance metrics or other factors, if applicable, other than the continuation of the executive’s employment with the Company, shall accelerate and become vested and exercisable with respect to 100% of the then-unvested shares subject to all equity awards. Does not include options which have an exercise price that exceeds per share closing price on NYSE as of December 31, 2025, referred to as “underwater” stock options. As of December 31, 2025, Mr. A. Rubenstein had 366,143 underwater options, Mr. Ellis had 104,527 underwater options, Mr. Harmer had 124,878 underwater options and Mr. Phelan had 78,044 underwater options.A Qualifying Termination for purposes of the equity award vesting described above (both in connection with a Change in Control and outside of the context of a Change in Control) also includes a termination due to death or disability. (5)Amount represents two years of base salary and target annual bonus paid. (6)Amount represents 12 months of base salary and annual bonus paid.

  52. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio The following table presents the median of the annual total compensation of all our employees (other than Mr. A. Rubenstein, our Chief Executive Officer), the annual total compensation of Mr. A. Rubenstein, our Chief Executive Officer, and the ratio between the two. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act.

  53. Chief Executive Officer Pay Ratio

    | Fiscal year 2025 Chief Executive Officer Compensation | $3,571,551 | | Fiscal year 2025 median employee annual total compensation | 53,299 | | Ratio of Chief Executive Officer to median employee annual total compensation | 67:1 |

  54. Chief Executive Officer Pay Ratio

    We identified our median employee as of December 31, 2025. To identify our median employee, we used a consistently applied compensation measure consisting of gross wages as reported on Form W-2, annualized for permanent employees who did not work for the entire year, excluding our Chief Executive Officer, for the 12-month period from January 1, 2025, through December 31, 2025. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of our employees. We did not make any cost-of-living adjustment. We did not include any independent contractors or other non-employee workers in our employee population. Using this approach, we selected the individual at the median of our employee population. We then calculated annual total compensation for this employee using the same methodology we use for our NEOs as set forth in our Summary Compensation table. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column for fiscal 2025 in our Summary Compensation table. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as the SEC explained when it adopted these rules, in considering the pay-ratio disclosure, stockholders should keep in mind that the rules were not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather were designed to allow stockholders to better understand and assess each particular company’s compensation practices and pay-ratio disclosures.

  55. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  56. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1),(2),(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($) | Value of Initial Fixed $100 Investment Based On:(4) | | Net Income ($ Millions) | Adjusted EBITDA(5) ($ Millions) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $3,571,551 | $4,608,599 | $949,921 | $733,487 | $112.97 | $84.02 | $51.3 | $210.1 | | 2024 | 3,815,620 | 3,314,690 | 1,277,773 | 1,309,556 | 105.74 | 88.00 | 35.3 | 189.1 | | 2023 | 5,834,498 | 8,940,591 | 1,309,507 | 1,718,872 | 101.68 | 92.06 | 45.6 | 181.4 | | 2022 | 3,796,195 | 475,620 | 1,213,285 | (893,684) | 76.24 | 73.53 | 74.1 | 162.4 | | 2021 | 3,537,083 | 5,169,869 | 1,479,351 | 2,785,193 | 128.91 | 98.50 | 31.6 | 139.7 |

  57. Pay Versus Performance

    (1)Andrew Rubenstein was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  58. Pay Versus Performance

    | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | Brian Carroll | Michael Marino | Mathew Ellis | Mathew Ellis | Mathew Ellis | Brett Summerer | | Derek Harmer | Derek Harmer | Brian Carroll | Derek Harmer | Derek Harmer | Mark Phelan | | | | Derek Harmer | Mark Phelan | Mark Phelan | Scott Levin | | | | Mark Phelan | | | Derek Harmer | | | | Michael Marino | | | Mathew Ellis |

  59. Pay Versus Performance

    (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  60. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | $3,571,551 | $(1,760,680) | $2,797,728 | $4,608,599 |

  61. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | $949,921 | $(450,844) | $234,410 | $733,487 |

  62. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  63. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | $2,008,936 | $869,727 | $(80,935) | $— | $2,797,728 |

  64. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | $423,311 | $11,990 | $(8,214) | $(192,677) | $234,410 |

  65. Pay Versus Performance

    (4)The Peer Group TSR set forth in this table utilizes the Russell 3000 Casinos & Gambling Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Russell 3000 Casinos & Gambling Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined Adjusted EBITDA (as defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 3, 2026) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”), and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years. The chart also compares the Company’s TSR to the Russell 3000 Casinos & Gambling Industry Index over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years. Most Important Financial Performance Measures Adjusted EBITDA is the financial performance measure that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2025 to Company performance.