AGTI / Agiliti, Inc. - SEC Filings, Annual Report, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-40361 AGILITI, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 Form S-3 Registration Statement No. 333-265704 THE SECURITIES ACT OF 1933 AGILITI, INC. (Exact name of registrant as specified in its charter) Dela

Registration No. 333-265704 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 to Form S-3 Registration Statement No. 333-265704 UNDER THE SECURITIES ACT OF 1933 AGILITI, INC. (Exact name of registrant as specified in its charter) Delaware 83-1608463 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Nu

Fourth Amended and Restated Bylaws of Agiliti, Inc., dated as of May 7, 2024.

Exhibit 3.2 FOURTH AMENDED AND RESTATED BY-LAWS OF AGILITI, INC. May 7, 2024 ARTICLE 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS These By-laws are subject to the Certificate of Incorporation. In these By-laws, references to law, to the Certificate of Incorporation and to the By-laws mean the law, the provisions of the Certificate of Incorporation and the provisions of the By-laws as in effect

AGILITI ANNOUNCES CLOSING OF ACQUISITION BY THL Agiliti Taken Private for $10.00 per Share in Cash

Exhibit 99.1 AGILITI ANNOUNCES CLOSING OF ACQUISITION BY THL Agiliti Taken Private for $10.00 per Share in Cash Minneapolis and Boston—(BUSINESS WIRE)— May 7, 2024 – Agiliti Inc. (NYSE: AGTI) (“Agiliti”), a nationwide provider of medical technology management and service solutions to the healthcare industry, today announced the closing of its acquisition by an affiliate of private equity firm Thom

Third Amended and Restated Certificate of Incorporation of Agiliti, Inc., dated as of May 7, 2024.

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AGILITI, INC. 1. The name of this corporation is Agiliti, Inc. (the “Corporation”). 2. The registered office of the Corporation in the State of Delaware is located at 251 Little Falls Drive, in the City of Wilmington, County of New Castle 19808. The name of its registered agent at such address is Corporation Service Company. 3.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 AGILITI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2024 or o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 0

Amendment No. 1 to Amended and Restated Credit Agreement, dated as of May 7, 2024, by and among Agiliti Health, Inc., as borrower, Agiliti Holdco, Inc., as holdings, the subsidiaries of the borrower from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, including any schedules and exhibits attached thereto.

Exhibit (b)(3) Execution Version AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 7, 2024 (this “Amendment”), is made by and among AGILITI HEALTH, INC., a Delaware corporation (the “Borrower”), AGILITI HOLDCO, INC., a Delaware corporation (“Holdings”), JPMORGAN CHASE BANK, N.A., as administrative agent and collateral

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 AGILITI, INC. (Name of the Issuer) Agiliti, Inc. THL Ag

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 AGILITI, INC. (Name of the Issuer) Agiliti, Inc. THL Agiliti LLC Apex Intermediate Holdco, Inc. Thomas H. Lee Equity Fund VIII, L.P. Thomas H. Lee Parallel Fund VIII, L.P. THL Executive Fund VIII, L.P. THL

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 20, 2024, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT REGISTRATION NO. 333-255621 UNDER THE SECURITIES ACT OF 1933 AGILITI, INC. (Exact name of registrant as specifie

Registration No. 333-255621 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT REGISTRATION NO. 333-255621 UNDER THE SECURITIES ACT OF 1933 AGILITI, INC. (Exact name of registrant as specified in its charter) Delaware 83-1608463 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Iden

Agreement and Plan of Merger, dated as of February 26, 2024, by and among Agiliti, Inc., Apex Intermediate Holdco, Inc. and Apex Merger Sub, Inc., incorporated herein by reference to Annex A to the Information Statement.

DEFM14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 AGILITI, INC. (Name of the Issuer) Agiliti, Inc. THL Ag

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 AGILITI, INC. (Name of the Issuer) Agiliti, Inc. THL Agiliti LLC Apex Intermediate Holdco, Inc. Apex Merger Sub, Inc. Thomas H. Lee Equity Fund VIII, L.P. Thomas H. Lee Parallel Fund VIII, L.P. THL Executi

Agreement and Plan of Merger, dated as of February 26, 2024, by and among Agiliti, Inc., Apex Intermediate Holdco, Inc. and Apex Merger Sub, Inc., incorporated herein by reference to Annex A to the Information Statement.

PRER14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

767 Fifth Avenue

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax April 11, 2024 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 AGILITI, INC. (Name of the Issuer) Agiliti, Inc. THL Ag

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 AGILITI, INC. (Name of the Issuer) Agiliti, Inc. THL Agiliti LLC Apex Intermediate Holdco, Inc. Apex Merger Sub, Inc. Thomas H. Lee Equity Fund VIII, L.P. Thomas H. Lee Parallel Fund VIII, L.P. THL Executi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 o Trans

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission

Discussion materials prepared by Centerview Partners LLC, dated February 18, 2024, for the Special Committee of the Board of Directors of Agiliti, Inc.

Exhibit (c)(6) - Preliminary working draft; subject to review by counsel— Project Apex Presentation to the Special Committee February 18, 2024 Privileged & Confidential | Prepared at the Request of Counsel - Preliminary working draft; subject to review by counsel— Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Atlas (“Atlas” or the “Company”) in connection with its evaluation of a proposed transaction and forno other purpose.

Discussion materials prepared by Centerview Partners LLC, dated February 2, 2024, for the Special Committee of the Board of Directors of Agiliti, Inc.

Exhibit (c)(5) - Preliminary Working Draft— Project Apex Presentation to the Special Committee February 2, 2024 Privileged & Confidential | Prepared at the Request of Counsel - Preliminary Working Draft— Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Atlas (“Atlas” or the “Company”) in connection with its evaluation of a proposed transaction and forno other purpose.

Filing Fee Table

Exhibit 107 EX-FILING FEES CALCULATION OF FILING FEE TABLES SC 13E3 (Form Type) Agiliti, Inc.

Discussion materials prepared by Centerview Partners LLC, dated February 25, 2024, for the Special Committee of the Board of Directors of Agiliti, Inc.

Exhibit (c)(7) Privileged & Confidential | Prepared at the Request of Counsel Project Apex Presentation to the Special Committee February 25, 2024 Privileged & Confidential | Prepared at the Request of Counsel Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Atlas (“Atlas” or the “Company”) in connection with its evaluation of a proposed transaction and forno other purpose.

Agreement and Plan of Merger, dated as of February 26, 2024, by and among Agiliti, Inc., Apex Intermediate Holdco, Inc. and Apex Merger Sub, Inc., incorporated herein by reference to Annex A to the Information Statement.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary information statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive information statement Agiliti, Inc. (Nam

Discussion materials prepared by Centerview Partners LLC, dated October 13, 2023, for the Special Committee of the Board of Directors of Agiliti, Inc.

Exhibit (c)(2) -Preliminary Working Draft— Project Apex Presentation to the Special Committee October 13, 2023 Privileged & Confidential | Prepared at the Request of Counsel -Preliminary Working Draft— Disclaimer Thispresentationhasbeenpreparedby Center view PartnersLLC(“ Center view ”)forusesolelybytheSpecialCommittee of the BoardofDirectorsof Atlas (“Atlas”orthe“Company”) inconnectionwithitsevaluationofaproposedtransactionandfornootherpurpose.

Limited Guaranty, dated February 26, 2024, by and among and the Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL Executive Fund VIII, L.P., THL Fund VIII Coinvestment Partners, L.P., StepStone H Opportunities Fund, L.P., StepStone Capital Partners IV, L.P., StepStone Capital Partners IV Offshore Holdings, L.P., StepStone Capital Partner IV Europe Holdings SCSp, StepStone K Strategic Opportunities Fund III, L.P., StepStone KF Private Equity Fund, L.P., StepStone Maple Opportunities Fund, L.P., StepStone Maple Opportunities Fund, L.P., StepStone P Opportunities Fund, L.P., Sunstone PE Opportunities Fund, LLC and Agiliti, Inc.

Exhibit (d)(4) Execution Version LIMITED GUARANTY This Limited Guaranty, dated as of February 26, 2024 (this “Guaranty”), is made by each of the guaranteeing parties identified on the signature pages hereto (each a “Sponsor” and, collectively, the “Sponsors”), in favor of Agiliti, Inc.

Rollover Commitment Letter, dated as of February 26, 2024, by and between Thomas Leonard and Intermediate Holdco, Inc.

Exhibit (d)(2) Rollover Commitment Letter February 26, 2024 Apex Intermediate Holdco, Inc.

Discussion materials prepared by Centerview Partners LLC, dated October 23, 2023, for the Special Committee of the Board of Directors of Agiliti, Inc.

Exhibit (c)(3) - Preliminary Working Draft— Project Apex Presentation to the Special Committee October 23, 2023 Privileged & Confidential | Prepared at the Request of Counsel - Preliminary Working Draft— Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Atlas (“Atlas” or the “Company”) in connection with its evaluation of a proposed transaction and forno other purpose.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AGILITI, INC. (Name of the Issuer) Agiliti, Inc. THL Agiliti LLC Apex I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AGILITI, INC. (Name of the Issuer) Agiliti, Inc. THL Agiliti LLC Apex Intermediate Holdco, Inc. Apex Merger Sub, Inc. Thomas H. Lee Equity Fund VIII, L.P. Thomas H. Lee Parallel Fund VIII, L.P. THL Executive Fund VIII, L.

Waiver to the Amended and Restated Director Nomination Agreement, dated as of April 26, 2021, by and among Agiliti, Inc. and THL Agiliti LLC, dated February 20, 2024.

Exhibit (d)(7) Execution Version Waiver to Amended and Restated Director Nomination Agreement This waiver, dated as of February 20, 2024 (this “Waiver”), is delivered by THL Agiliti LLC, a Delaware limited liability company (the “THL Stockholder”) to Agiliti, Inc.

Discussion materials prepared by Centerview Partners LLC, dated October 26, 2023, for the Special Committee of the Board of Directors of Agiliti, Inc.

Exhibit (c)(4) -Preliminary Working Draft— Project Apex Presentation to the Special Committee October 26, 2023 Privileged & Confidential | Prepared at the Request of Counsel -Preliminary Working Draft— Disclaimer This presentation has been prepared by Center view Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Atlas (“Atlas”orthe“Company”) inconnectionwithitsevaluationofaproposedtransactionandfornootherpurpose.

CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Agiliti, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum  Aggregate Value of  Transaction Fee  rate   Amount of  Filing Fee Fees to

EX-FILING FEES EX-FILING FEES CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Agiliti, Inc.

Equity Commitment Letter, dated February 26, 2024, by and among Apex Intermediate Holdco, Inc. and the Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL Executive Fund VIII, L.P., THL Fund VIII Coinvestment Partners, L.P., StepStone H Opportunities Fund, L.P., StepStone Capital Partners IV, L.P., StepStone Capital Partners IV Offshore Holdings, L.P., StepStone Capital Partner IV Europe Holdings SCSp, StepStone K Strategic Opportunities Fund III, L.P., StepStone KF Private Equity Fund, L.P., StepStone Maple Opportunities Fund, L.P., StepStone Maple Opportunities Fund, L.P., StepStone P Opportunities Fund, L.P. and Sunstone PE Opportunities Fund, LLC.

Exhibit (d)(3) Execution Version EQUITY COMMITMENT LETTER February 26, 2024 TO: Apex Intermediate Holdco, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 o Transition report pursu

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-4

List of subsidiaries of Agiliti, Inc., filed herewith.

Exhibit 21.1 Agiliti, Inc. Subsidiaries as of December 31, 2023 Name of Company Jurisdiction Federal Street Acquisition Corp. Delaware Agiliti Holdco, Inc. Delaware Agiliti Health, Inc. Delaware Agiliti Surgical, Inc. Delaware Agiliti Imaging, Inc. California

Offer Letter, dated as of October 11. 2023, by and between Agiliti, Inc. and Bettyann Bird, filed herewith.

Exhibit 10.37 Execution Version October 11, 2023 Dear Bettyann, On behalf of Agiliti Health, Inc. (the “Company”), I am pleased to extend an offer to join the Company as Executive Vice President and Chief Strategy Officer, reporting to Thomas J. Leonard, effective as of October 12, 2023. This letter and the enclosed materials provide important employment information. To indicate your acceptance of

Agiliti, Inc. Clawback Policy, filed herewith.

Exhibit 97 AGILITI, INC. CLAWBACK POLICY INTRODUCTION The Board of Directors (the “Board”) of Agiliti, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provi

Description of Agiliti, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed herewith.

DESCRIPTION OF AGILITI, INC.’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Agiliti, Inc. (the “Company,” “we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.0001 per share. The following description of our capital stock is intended as a summary only an

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Number

AGILITI ANNOUNCES FINANCIAL RESULTS FOR FOURTH QUARTER AND FULL-YEAR 2023

Exhibit 99.1 AGILITI ANNOUNCES FINANCIAL RESULTS FOR FOURTH QUARTER AND FULL-YEAR 2023 Eden Prairie, Minn. — (BUSINESS WIRE) — March 5, 2024 – Agiliti Inc. (NYSE: AGTI) (“Agiliti”), a nationwide provider of healthcare technology management and service solutions to the healthcare industry, today announced its financial results for the fourth quarter and year ended December 31, 2023. Fourth Quarter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 AGILITI, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 AGILITI, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Nu

Agreement and Plan of Merger, dated as of February 26, 2024, by and among Agiliti, Inc., Apex Intermediate Holdco, Inc., and Apex Merger Sub, Inc.

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among AGILITI, INC., APEX INTERMEDIATE HOLDCO, INC. and APEX MERGER SUB, INC. Dated as of February 26, 2024 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 3 ARTICLE II ORGANIZATIONAL DOCUMENTS, DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION 3 2.1 The Cert

AGILITI TO BE TAKEN PRIVATE BY THL PARTNERS Unanimously Recommended by Special Committee of the Agiliti Board of Directors Agiliti Shareholders to Receive $10.00 per Share in Cash, Representing Premia of 39% and 43% Over Agiliti’s 30-Day and 90-Day V

EX-99.1 Exhibit 99.1 AGILITI TO BE TAKEN PRIVATE BY THL PARTNERS Unanimously Recommended by Special Committee of the Agiliti Board of Directors Agiliti Shareholders to Receive $10.00 per Share in Cash, Representing Premia of 39% and 43% Over Agiliti’s 30-Day and 90-Day Volume Weighted Average Price Minneapolis and Boston—(BUSINESS WIRE)— Agiliti Inc. (NYSE: AGTI) (“Agiliti”), a nationwide provider

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2024 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Nu

Receivables Financing Agreement, dated as of February 14, 2024, by and among Agiliti Receivables LLC and MUFG Bank, Ltd., as an administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 14, 2024).

Exhibit 10.1 Execution Version RECEIVABLES FINANCING AGREEMENT Dated as of February 14, 2024 by and among AGILITI RECEIVABLES LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and as Group Agents, MUFG BANK, LTD., as Administrative Agent, and AGILITI HEALTH, INC., as initial Servicer 760715600 23750643 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Certain Define

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2023 or o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Numbe

AGILITI ANNOUNCES FINANCIAL RESULTS FOR THIRD QUARTER 2023 AND REAFFIRMS 2023 OUTLOOK

Exhibit 99.1 AGILITI ANNOUNCES FINANCIAL RESULTS FOR THIRD QUARTER 2023 AND REAFFIRMS 2023 OUTLOOK Eden Prairie, Minn. — (BUSINESS WIRE) — November 7, 2023 – Agiliti Inc. (NYSE: AGTI) (“Agiliti”), a nationwide provider of healthcare technology management and service solutions to the healthcare industry, today announced its financial results for the third quarter ended September 30, 2023, and reaff

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Num

Offer Letter, dated as of September 29, 2023, by and between Agiliti, Inc. and Thomas J. Leonard (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 2, 2023).

Exhibit 10.1 Execution Version September 29, 2023 Dear Tom, On behalf of Agiliti Health, Inc. (the “Company”), I am pleased to extend an offer to join the Company as Chief Executive Officer, reporting to the Board of Directors of the Company (the “Board”), effective as of October 1, 2023 (the “Effective Date”). Your employment pursuant to this letter will continue until terminated by either party

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 AGILITI, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File N

AGILITI ANNOUNCES CEO TRANSITION Tom Leonard returns as Chief Executive Officer

EX-99.1 Exhibit 99.1 AGILITI ANNOUNCES CEO TRANSITION Tom Leonard returns as Chief Executive Officer MINNEAPOLIS, (October 2, 2023)— Agiliti, Inc. (NYSE: AGTI) (“Agiliti”), a nationwide provider of medical technology management and service solutions to the healthcare industry, today announced that the Agiliti Board of Directors has appointed Tom Leonard as Chief Executive Officer. Leonard succeeds

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Numb

AGILITI ANNOUNCES SHARE REPURCHASE PLAN

Exhibit 99.1 AGILITI ANNOUNCES SHARE REPURCHASE PLAN Eden Prairie, Minn. — (BUSINESS WIRE) — August 21, 2023 – Agiliti Inc. (NYSE: AGTI) (“Agiliti”), a nationwide provider of healthcare technology management and service solutions to the United States healthcare industry, today announced that its board of directors approved a share repurchase program that grants the Company authority to repurchase

AGILITI ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER 2023 AND REVISES 2023 OUTLOOK

Exhibit 99.1 AGILITI ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER 2023 AND REVISES 2023 OUTLOOK Eden Prairie, Minn. — (BUSINESS WIRE) — August 8, 2023 – Agiliti Inc. (NYSE: AGTI) (“Agiliti”), a nationwide provider of healthcare technology management and service solutions to the United States healthcare industry, today announced its financial results for the second quarter ended June 30, 2023, an

Amendment No. 1, dated as of June 7, 2023, to the Tax Receivable Agreement, dated as of January 4, 2019, by and among Agiliti Holdco, Inc., a Delaware corporation, Agiliti, Inc., a Delaware corporation, as guarantor thereunder, IPC/UHS, L.P., solely in the capacity of the Stockholders’ Representative, and each of the successors and assigns thereto. (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on August 8, 2023).

AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT AMENDMENT NO. 1 (this “Amendment”), dated as of June 7, 2023, to the Tax Receivable Agreement (the “TRA”), dated as of January 4, 2019, by and among Agiliti Holdco, Inc., a Delaware corporation (the “Company”), Agiliti, Inc., a Delaware corporation, as guarantor thereunder (“PubCo”), IPC/UHS, L.P., solely in the capacity of the Stockholders’ Representati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2023 or o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2023 or o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 0

AGILITI ANNOUNCES FINANCIAL RESULTS FOR FIRST QUARTER 2023 AND REAFFIRMS 2023 OUTLOOK

Exhibit 99.1 AGILITI ANNOUNCES FINANCIAL RESULTS FOR FIRST QUARTER 2023 AND REAFFIRMS 2023 OUTLOOK Eden Prairie, Minn. — (BUSINESS WIRE) — May 9, 2023 – Agiliti Inc. (NYSE: AGTI) (“Agiliti”), a nationwide provider of healthcare technology management and service solutions to the United States healthcare industry, today announced its financial results for the first quarter ended March 31, 2023, and

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Number)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Number)

Amended and Restated Credit Agreement, dated as of May 1, 2023, by and among Agiliti Health, Inc., as borrower, Agiliti Holdco, Inc., as holdings, the subsidiaries of the borrower from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, including any schedules and exhibits attached thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 2, 2023).

Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 1, 2023 among AGILITI HEALTH, INC., as the Borrower, AGILITI HOLDCO, INC., as Holdings, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS BANK USA, BO

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2023 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Number

Amendment No. 6, dated as of April 6, 2023, by and among Agiliti Health, Inc., as borrower, Agiliti Holdco, Inc., as holdings, the subsidiaries of the Borrower from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, including Exhibit C, which is a conformed copy of the First Lien Credit Agreement through Amendment No. 6 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 10, 2023).

agti-ex101xamendmentno6t Exhibit 10.1 EXECUTION VERSION -1- AMENDMENT NO. 6 TO CREDIT AGREEMENT AMENDMENT NO. 6 TO CREDIT AGREEMENT, dated as of April 6, 2023 (this “Agreement”), is made by and among AGILITI HEALTH, INC., a corporation existing under the laws of Delaware (the “Borrower”), AGILITI HOLDCO INC., a corporation existing under the laws of Delaware (“Holdings”), the other Loan Parties pa

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

Table of Contents 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 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi

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

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 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

As filed with the Securities and Exchange Commission on March 7, 2023

As filed with the Securities and Exchange Commission on March 7, 2023 Registration No.

List of subsidiaries of Agiliti, Inc., filed herewith.

Exhibit 21.1 Agiliti, Inc. Subsidiaries as of December 31, 2022 Name of Company Jurisdiction Federal Street Acquisition Corp. Delaware Agiliti Holdco, Inc. Delaware Agiliti Health, Inc. Delaware Agiliti Surgical, Inc. Delaware Agiliti Imaging, Inc. California

AGILITI ANNOUNCES FINANCIAL RESULTS FOR FOURTH QUARTER AND FULL-YEAR 2022 AND PROVIDES 2023 OUTLOOK

Exhibit 99.1 AGILITI ANNOUNCES FINANCIAL RESULTS FOR FOURTH QUARTER AND FULL-YEAR 2022 AND PROVIDES 2023 OUTLOOK Eden Prairie, Minn. — (BUSINESS WIRE) — March 7, 2023 – Agiliti Inc. (NYSE: AGTI) (“Agiliti”), a nationwide provider of healthcare technology management and service solutions to the United States healthcare industry, today announced its financial results for the fourth quarter and year

Description of Agiliti, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed herewith.

Exhibit 4.4 DESCRIPTION OF AGILITI, INC.’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Agiliti, Inc. (the “Company,” “we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.0001 per share. The following description of our capital stock is intended as a sum

Retention Bonus Letter, effective March 1, 2023, by and between Agiliti, Inc. and James B. Pekarek (incorporated by reference to Exhibit 10.32 to our Annual Report on Form 10-K filed on March 7, 2023).

11095 Viking Drive, Suite 300 Eden Prairie, MN 55344 www.agilitihealth.com March 1, 2023 Dear Jim: In recognition of your contributions to Agiliti, Inc. (the “Company”), you are being offered the opportunity to receive a retention bonus (the “Retention Bonus”). This letter sets forth the amount of the Retention Bonus and the terms and conditions upon which you will be eligible to receive the Reten

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 AGILITI, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 o Transition report pursu

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-4

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Agiliti, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price Fee Rate Amount

As filed with the Securities and Exchange Commission on March 3, 2023

POSASR 1 tm238125d1s3asr.htm POSASR As filed with the Securities and Exchange Commission on March 3, 2023 Registration No. 333-265704 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGILITI, INC. (Exact name of registrant as specified in its charter) Delaware (State or other j

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2023 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo

Transition Agreement, dated as of January 6, 2023, by and between Agiliti, Inc. and Thomas J. Leonard (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 9, 2023).

EX-10.1 2 tm232546d1ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   TRANSITION AGREEMENT   This Transition Agreement (this “Agreement”) is entered into by and between Thomas J. Leonard (“Executive”) and Agiliti, Inc., a Delaware corporation (the “Company”). Executive and the Company are each referred to herein as a “Party” and together as the “Parties.”   WHEREAS, Executive is currently employed by the C

Amended and Restated Employment Agreement, effective January 10, 2023, by and between Agiliti, Inc. and Thomas W. Boehning (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on January 9, 2023).

  Exhibit 10.2   AMENDED & RESTATED EMPLOYMENT AGREEMENT   THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into and effective as of January 10, 2023 (the “Agreement Effective Date”), by and between Thomas W. Boehning (“Executive”) and Agiliti, Inc., a Delaware corporation (the “Company”).   WHEREAS, the Company and Executive previously entered into that certain employmen

AGILITI ANNOUNCES LEADERSHIP SUCCESSION Tom Leonard to retire following the close of first quarter 2023 Tom Boehning, President, to succeed as Agiliti CEO

EX-99.1 4 tm232546d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AGILITI ANNOUNCES LEADERSHIP SUCCESSION Tom Leonard to retire following the close of first quarter 2023 Tom Boehning, President, to succeed as Agiliti CEO Minneapolis, Minn.-(BUSINESS WIRE)— January 9, 2023 – Agiliti, Inc. (NYSE: AGTI) (“Agiliti”), a nationwide provider of medical technology management and service solutions to the United Sta

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Nu

AGILITI ANNOUNCES FINANCIAL RESULTS FOR THIRD QUARTER 2022

EX-99.1 2 agti-20221110x8kex991.htm EX-99.1 Exhibit 99.1 AGILITI ANNOUNCES FINANCIAL RESULTS FOR THIRD QUARTER 2022 Minneapolis, Minn.-(BUSINESS WIRE)— November 10, 2022 – Agiliti Inc. (NYSE: AGTI) (“Agiliti”), a nationwide provider of healthcare technology management and service solutions to the United States healthcare industry, today announced its financial results for the quarter ended Septemb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2022 or o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Nu

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Number

AGILITI ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER 2022

Exhibit 99.1 AGILITI ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER 2022 Minneapolis, Minn.-(BUSINESS WIRE)? August 9, 2022 ? Agiliti Inc. (NYSE: AGTI) (?Agiliti?), a nationwide provider of healthcare technology management and service solutions to the United States healthcare industry, today announced its financial results for the quarter ended June 30, 2022, and reaffirmed its full-year financial

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2022 or o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 00

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3ASR (Form Type) Agiliti, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry For

As filed with the Securities and Exchange Commission on June 17, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 17, 2022 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2022 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Number)

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Number)

AGILITI ANNOUNCES FINANCIAL RESULTS FOR FIRST QUARTER 2022 AND REAFFIRMS 2022 OUTLOOK

? Exhibit 99.1 ? AGILITI ANNOUNCES FINANCIAL RESULTS FOR FIRST QUARTER 2022 AND REAFFIRMS 2022 OUTLOOK ? Minneapolis, Minn.-(BUSINESS WIRE)? May 10, 2022 ? Agiliti Inc. (NYSE: AGTI) (?Agiliti?), a nationwide provider of healthcare technology management and service solutions to the United States healthcare industry, today announced its financial results for the quarter ended March 31, 2022, and rea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Submission of Matters to a Vote of Security Holders

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 AGILITI, INC. (Exact name of Registrant as specified in its charter) ? Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2022 AGILITI, INC. (Exact name of Registrant as specified in its charter) ? Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File

Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 25, 2022);

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

Description of Agiliti, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed herewith.

EX-4.4 2 agti-20211231xex4d4.htm EX-4.4 DESCRIPTION OF AGILITI, INC.’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Agiliti, Inc. (the “Company,” “we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.0001 per share. The following description of our capita

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2022 AGILITI, INC. (Exact name of Registrant as specified in its charter) ? Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 ☐ Transition report pursu

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AGILITI ANNOUNCES FINANCIAL RESULTS FOR FOURTH QUARTER AND FULL-YEAR 2021 AND PROVIDES 2022 OUTLOOK

? ? ? AGILITI ANNOUNCES FINANCIAL RESULTS FOR FOURTH QUARTER AND FULL-YEAR 2021 AND PROVIDES 2022 OUTLOOK ? Minneapolis, Minn.

Regulation FD Disclosure

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 AGILITI, INC. (Exact name of Registrant as specified in its charter) ? Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.

AGTI / Agiliti, Inc. Common Stock / THL AGILITI LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Agiliti, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00848J104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to Which this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 AGILITI, INC. (Exact name of Registrant as specified in its charter) ? Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission Fi

AGILITI ANNOUNCES FINANCIAL RESULTS FOR THIRD QUARTER 2021 AND RAISES FULL YEAR 2021 GUIDANCE

? ? ? ? ? AGILITI ANNOUNCES FINANCIAL RESULTS FOR THIRD QUARTER 2021 AND RAISES FULL YEAR 2021 GUIDANCE ? Minneapolis, Minn.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2021 AGILITI, INC. (Exact name of Registrant as specified in its charter) ? Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commis

Amendment No. 5, dated as of October 1, 2021, by and among Agiliti Health, Inc., as borrower, Agiliti Holdco, Inc. as holdings, the subsidiaries of the Borrower from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, including Exhibit B, which is a conformed copy of the First Lien Credit Agreement through Amendment No. 5 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 4, 2021).

? Exhibit 10.1 ? EXECUTION VERSION ? AMENDMENT NO. 5 TO CREDIT AGREEMENT ? AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of October 1, 2021 (this ?Agreement?), is made by and among AGILITI HEALTH, INC., a corporation existing under the laws of Delaware (the ?Borrower?), AGILITI HOLDCO INC., a corporation existing under the laws of Delaware (?Holdings?), the other Loan Parties party hereto, the Ame

AGILITI COMPLETES THE ACQUISITION OF SIZEWISE

Exhibit 99.1 ? FOR IMMEDIATE RELEASE ? ? ? AGILITI COMPLETES THE ACQUISITION OF SIZEWISE ? ? Minneapolis, Minn.-(BUSINESS WIRE)? October 4, 2021 ? Agiliti, Inc. (NYSE: AGTI) (?Agiliti? or ?the Company?), an essential service provider to the U.S. healthcare industry, today announced that it has completed the previously announced acquisition of Sizewise Rentals, LLC, (?Sizewise?), a manufacturer and

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2021 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commissio

AGILITI ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE SIZEWISE Combination expands Agiliti’s end-to-end service offering to customers, strengthening capabilities in high-demand specialty equipment services

Exhibit 99.1 ? FOR IMMEDIATE RELEASE ? ? ? AGILITI ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE SIZEWISE Combination expands Agiliti?s end-to-end service offering to customers, strengthening capabilities in high-demand specialty equipment services ? ? Complementary product and operational capabilities broaden offering within growing specialty beds, surfaces and mobility equipment market ? Builds on A

Second Amended and Restated Certificate of Incorporation of Agiliti, Inc. (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q filed on August 12, 2021).

EXECUTION Exhibit 3.1 ? SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AGILITI, INC. ? April 26, 2021 Agiliti, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is ?Agiliti, Inc.? The original certificate of incorporation of the corporation was filed with the Secretary o

Amended and Restated Registration Rights Agreement, dated as of April 27, 2021, by and among Agiliti, Inc., THL Agiliti LLC, Thomas J. Leonard and the individuals listed therein (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q filed on August 12, 2021).

EXECUTION Exhibit 4.1 EXECUTION ? AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of April 27, 2021, is made and entered into by and among Agiliti, Inc., a Delaware corporation (the ?Company?), THL Agiliti LLC, a Delaware limited liability company (?THL Agiliti?), Thomas J. Leonard (the ?Executive?), and the in

Third Amended and Restated Bylaws of Agiliti, Inc. (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed on August 12, 2021).

FINAL Exhibit 3.2 ? THIRD AMENDED AND RESTATED BYLAWS OF AGILITI, INC. A Delaware corporation Adopted as of April 26, 2021 Article I ? ?? OFFICES Section 1.1Registered Office. The registered office of Agiliti, Inc. (the ?Corporation?) within the State of Delaware shall be as stated in the corporation?s certificate of incorporation then in effect (the ?Certificate of Incorporation?). Section 1.2Add

Amended and Restated Director Nomination Agreement, dated as of April 26, 2021, by and among Agiliti, Inc. and THL Agiliti LLC (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 12, 2021).

Execution Version Exhibit 10.1 ? Execution Version ? Amended and RESTATED Director NOMINATION Agreement ? THIS AMENDED AND RESTATED Director NOMINATION Agreement (this ?Agreement?) is made and entered into as of April 26, 2021, by and among Agiliti, Inc., a Delaware corporation (the ?Company?), and THL Agiliti LLC, a Delaware limited liability company (?THL Stockholder?). This Agreement shall beco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 AGILITI, INC. (Exact name of Registrant as specified in its charter) ? Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission Fil

AGILITI ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER 2021 AND RAISES FULL YEAR 2021 GUIDANCE

Exhibit 99.1 ? AGILITI ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER 2021 AND RAISES FULL YEAR 2021 GUIDANCE ? Minneapolis, Minn.-(BUSINESS WIRE)? August 12, 2021 ? Agiliti Inc. (NYSE: AGTI) (?Agiliti?), a nationwide provider of healthcare technology management and service solutions to the United States healthcare industry, today announced its financial results for the quarter ended June 30, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2021 or ☐ Transition Repor

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Northfield Medical, Inc. (a wholly owned subsidiary of Northfield Medical Holdings LLC as of December 31, 2020) Financial Report December 31, 2020

Exhibit 99.1 Northfield Medical, Inc. (a wholly owned subsidiary of Northfield Medical Holdings LLC as of December 31, 2020) Financial Report December 31, 2020 Northfield Medical, Inc. Contents Report Letter 1 Financial Statements Balance Sheet 2 Statement of Operations 3 Statement of Stockholder?s Equity 4 Statement of Cash Flows 5 Notes to Financial Statements 6-17 KPMG LLP 4200 Wells Fargo Cent

AGILITI ANNOUNCES FINANCIAL RESULTS FOR FIRST QUARTER 2021 AND PROVIDES FULL YEAR 2021 OUTLOOK

Exhibit 99.1 AGILITI ANNOUNCES FINANCIAL RESULTS FOR FIRST QUARTER 2021 AND PROVIDES FULL YEAR 2021 OUTLOOK Minneapolis, Minn.?(BUSINESS WIRE)? May 18, 2021 ? Agiliti Inc. (NYSE: AGTI) (?Agiliti?), a nationwide provider of healthcare technology management and service solutions to the United States healthcare industry, today announced its financial results for the quarter ended March 31, 2021, and

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2021 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Number)

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 19, 2021 AGILITI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission Fi

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information and related notes present the historical condensed combined financial information of Agiliti, Inc. (herein referred to as the ?Company?, ?we?, ?our?, ?us? and similar terms unless the context indicates otherwise) and Northfield Medical, Inc. (?Northfi

Amendment No. 4 to Credit Agreement, dated as of April 27, 2021, by and among Agiliti Health, Inc., as borrower, Agiliti Holdco, Inc. and certain subsidiaries of Agiliti Health as guarantors, JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, and the other loan parties thereto (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 3, 2021).

Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of April 27, 2021 (this ?Agreement?), is made by and among AGILITI HEALTH, INC., a corporation existing under the laws of Delaware (the ?Borrower?), AGILITI HOLDCO INC., a corporation existing under the laws of Delaware (?Holdings?), the other Loan Parties party hereto, the Amendment No

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2021 AGILITI, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40361 83-1608463 (State or other jurisdiction of incorporation) (Commission File Numbe

Agiliti, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-8 filed on April 29, 2021).

Exhibit 10.2 AGILITI, INC. EMPLOYEE STOCK PURCHASE PLAN (Adopted on April 15, 2021) SECTION 1. PURPOSE The purposes of the Plan are to provide employees of the Company and its Designated Companies with an opportunity to acquire an equity ownership interest in the Company and to encourage employees to remain in the employ of the Company and its Designated Companies. The Company intends the Plan to

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As filed with the Securities and Exchange Commission on April 29, 2021 Registration No.

Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-8 filed on April 29, 2021).

Exhibit 10.1 AGILITI, INC. AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such

26,315,789 Shares

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-253947 26,315,789 Shares PROSPECTUS Common Stock This is an initial public offering of shares of common stock of Agiliti, Inc. Prior to this offering, there has been no public market for the common stock. The initial public offering price per share is $14.00. We have been approved to list our common stock on the New

the description of our common stock set forth in our Registration Statement on Form 8-A, including any amendment or report filed for purposes of updating such description, filed on April 23, 2021.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Agiliti, Inc. (Exact name of registrant as specified in its charter) Delaware 83-1608463 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 6625 West 78th Street Su

Robert Hayward, P.C. To Call Writer Directly: +1 312 862 7317 [email protected] 300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com Facsimile: +1 312 862 2200 April 21, 2021

CORRESP 1 filename1.htm Robert Hayward, P.C. To Call Writer Directly: +1 312 862 7317 [email protected] 300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com Facsimile: +1 312 862 2200 April 21, 2021 Via EDGAR Submission and Overnight Delivery United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E.

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Table of Contents As filed with the Securities and Exchange Commission on April 21, 2021 No.

Agiliti, Inc. 6625 West 78th Street, Suite 300 Minneapolis, MN 55439 April 20, 2021

Agiliti, Inc. 6625 West 78th Street, Suite 300 Minneapolis, MN 55439 April 20, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Erin Jaskot Re: Agiliti, Inc. Registration Statement on Form S-1 Initially filed March 5, 2021 CIK No. 0001749704 Ladies and

[Remainder of Page Intentionally Left Blank]

CORRESP 1 filename1.htm VIA EDGAR April 20, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Agiliti, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-253947) Ladies and Gentlemen: As representatives of the several underwriters of the Company’s proposed public offering of co

Second Lien Credit Agreement, dated as of November 15, 2019, by and among Agiliti Health, Inc., as borrower, Agiliti Holdco, Inc. and certain subsidiaries of Agiliti Health as guarantors, Wilmington Trust, as administrative agent and collateral agent for the lenders, Goldman Sachs Lending Partners LLC, as bookrunner and lead arranger, and the lenders from time to time party thereto.

Exhibit 10.29 Execution Version SECOND LIEN CREDIT AGREEMENT Dated as of November 15, 2019 Among AGILITI HEALTH, INC., as the Borrower, AGILITI HOLDCO, INC., as Holdings, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent, and GOLDMAN SACHS LENDING PARTNERS LLC As Lead

Consent of Director Nominee, dated as of March 12, 2021, by Diane B. Patrick

Exhibit 99.1 Consent of Director Nominee The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the ?Registration Stat

Amendment No. 2 to Credit Agreement, dated as of October 16, 2020, by and among Agiliti Health, Inc., as borrower, Agiliti Holdco, Inc. and certain subsidiaries of Agiliti Health as guarantors, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other loan parties thereto (incorporated by reference to Exhibit 10.27 to our Registration Statement on Form S-1/A filed on April 15, 2021).

Exhibit 10.27 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of October 16, 2020 (this ?Agreement?), is made by and among AGILITI HEALTH, INC., a corporation existing under the laws of Delaware (the ?Borrower?), AGILITI HOLDCO INC., a corporation existing under the laws of Delaware (?Holdings?), the other Loan Parties party hereto, the Amendment

Form of Underwriting Agreement

Exhibit 1.1 Agiliti, Inc. [?] Shares of Common Stock, Par Value $0.0001 Per Share Underwriting Agreement [?], 2021 Goldman Sachs & Co. LLC BofA Securities, Inc. As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036

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Table of Contents As filed with the Securities and Exchange Commission on April 15, 2021 No.

Stock Purchase Agreement, dated as of October 28, 2020, by and among Agiliti Health, Inc., Northfield Medical Holdings LLC and Northfield Medical, Inc.

Exhibit 2.1 STOCK PURCHASE AGREEMENT BY AND AMONG AGILITI HEALTH, INC., NORTHFIELD MEDICAL HOLDINGS LLC, AND NORTHFIELD MEDICAL, INC. Dated as of October 28, 2020 TABLE OF CONTENTS* Page ARTICLE I DEFINITIONS; INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Additional Defined Terms 10 Section 1.3 Interpretation 12 ARTICLE II SALE AND PURCHASE OF PURCHASED SECURITIES; CLOSING 13 Section 2.1

Amendment No. 1 to Credit Agreement, dated as of February 6, 2020, by and among Agiliti Health, Inc., as borrower, Agiliti Holdco, Inc. and certain subsidiaries of Agiliti Health as guarantors, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other loan parties thereto (incorporated by reference to Exhibit 10.26 to our Registration Statement on Form S-1/A filed on April 15, 2021).

Exhibit 10.26 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of February 6, 2020 (this ?Agreement?), is made by and among AGILITI HEALTH, INC., a corporation existing under the laws of Delaware (the ?Borrower?), AGILITI HOLDCO INC., a corporation existing under the laws of Delaware (?Holdings?), the other Loan Parties party hereto, the Amendment

Amendment No. 3 to Credit Agreement, dated as of March 19, 2021, by and among Agiliti Health, Inc., as borrower, Agiliti Holdco, Inc. and certain subsidiaries of Agiliti Health as guarantors, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other loan parties thereto (incorporated by reference to Exhibit 10.28 to our Registration Statement on Form S-1/A filed on April 15, 2021).

Exhibit 10.28 EXECUTION VERSION AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of March 19, 2021 (this ?Agreement?), is made by and among AGILITI HEALTH, INC., a corporation existing under the laws of Delaware (the ?Borrower?), AGILITI HOLDCO INC., a corporation existing under the laws of Delaware (?Holdings?), the other Loan Parties party hereto, the Amendment N

Form of Second Amended and Restated Certificate of Incorporation of Agiliti, Inc.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AGILITI, INC. [?], 2021 Agiliti, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Agiliti, Inc.? The original certificate of incorporation of the corporation was filed with the Secretary of State of the Sta

Form of Second Amended and Restated Certificate of Incorporation of Agiliti, Inc.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AGILITI, INC. [?], 2021 Agiliti, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Agiliti, Inc.? The original certificate of incorporation of the corporation was filed with the Secretary of State of the Sta

Form of Restricted Stock Unit Agreement Pursuant to the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan (Employee Form)

Exhibit 10.22 Employee Form RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE AGILITI, INC. AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLAN * * * * * Participant: Grant Date: Vesting Commencement Date: Number of Restricted Stock Units Granted: * * * * * THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), dated as of the Grant Date specified above, is entered into by and between Agiliti,

Form of Performance Restricted Stock Unit Agreement Pursuant to the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan

Exhibit 10.23 PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE AGILITI, INC. AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLAN * * * * * Participant: Grant Date: Vesting Commencement Date: Target Number of Performance Restricted Stock Units Granted: * * * * * THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), dated as of the Grant Date specified above, is entered

Form of Restricted Stock Unit Agreement Pursuant to the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan (Director Form)

Exhibit 10.25 Director Form RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE AGILITI, INC. AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLAN * * * * * Participant: Grant Date: Vesting Commencement Date: Number of Restricted Stock Units Granted: * * * * * THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), dated as of the Grant Date specified above, is entered into by and between Agiliti,

Form of Amended and Restated Director Nomination Agreement

Exhibit 10.2 AMENDED AND RESTATED DIRECTOR NOMINATION AGREEMENT THIS AMENDED AND RESTATED DIRECTOR NOMINATION AGREEMENT (this ?Agreement?) is made and entered into as of [?], 2021, by and among Agiliti, Inc., a Delaware corporation (the ?Company?), and THL Agiliti LLC, a Delaware limited liability company (?THL Stockholder?). This Agreement shall become effective (the ?Effective Date?) upon the cl

Form of Nonqualified Stock Option Agreement Pursuant to the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan

Exhibit 10.24 NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE AGILITI, INC. AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLAN * * * * * Participant: Grant Date: Per Share Exercise Price: $ Vesting Commencement Date: Number of Shares subject to this Option: * * * * * THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this ?Agreement?), dated as of the Grant Date specified above, is entered into by

List of subsidiaries of Agiliti, Inc.

Exhibit 21.1 Agiliti, Inc. Subsidiaries as of December 31, 2020 Name of Company Jurisdiction Federal Street Acquisition Corp. Delaware Agiliti Holdco, Inc. Delaware Agiliti Health, Inc. Delaware Agiliti Surgical, Inc. Delaware Agiliti Imaging, Inc. California

Form of Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan

Exhibit 10.21 AGILITI, INC. AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such

Form S-1

Table of Contents As filed with the Securities and Exchange Commission on March 5, 2021 No.

Third Amended and Restated Bylaws of Agiliti, Inc.

Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF AGILITI, INC. A Delaware corporation Adopted as of [?] ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of Agiliti, Inc. (the ?Corporation?) within the State of Delaware shall be as stated in the corporation?s certificate of incorporation then in effect (the ?Certificate of Incorporation?). Section 1.2 Additional Offices. The C

Employment Agreement, dated as of March 5, 2019, by and between James B. Pekarek and Agiliti, Inc. (incorporated by reference to Exhibit 10.18 to our Registration Statement on Form S-1 filed on March 5, 2021).

Exhibit 10.18 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of March 5, 2019 (the ?Effective Date?), by and between James B. Pekarek (?Executive?) and Agiliti, Inc., a Delaware corporation (the ?Company?). WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, on the terms set forth in this Agreement; and NOW, T

Employment Offer Letter, dated as of January 31, 2020, from Agiliti Health, Inc. to David Anbari

Exhibit 10.16 January 31, 2020 Dear David, I am pleased to extend an offer to join Agiliti Health, Inc. as a Vice President, located in Home Office and reporting to Tom Leonard, effective January 31st, 2020. This offer is contingent upon completion of Agiliti?s acquisiton of Mobile Instrument Service & Repair Inc. This letter and the enclosed materials provide important employment information. To

Form of Amended and Restated Registration Rights Agreement

Exhibit 4.5 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Agiliti, Inc., a Delaware corporation (the ?Company?), THL Agiliti LLC, a Delaware limited liability company (?THL Agiliti?), Thomas J. Leonard (the ?Executive?), and the individuals listed as Other H

Employment Agreement, dated as of March 5, 2019, by and between Thomas J. Leonard and Agiliti, Inc. (incorporated by reference to Exhibit 10.17 to our Registration Statement on Form S-1 filed on March 5, 2021).

Exhibit 10.17 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of March 5, 2019 (the ?Effective Date?), by and between Thomas J. Leonard (?Executive?) and Agiliti, Inc., a Delaware corporation (the ?Company?). WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, on the terms set forth in this Agreement; and NOW,

Form of Agiliti, Inc. Employee Stock Purchase Plan

Exhibit 10.20 AGILITI, INC. EMPLOYEE STOCK PURCHASE PLAN (Adopted on [?], 2021) SECTION 1. PURPOSE The purposes of the Plan are to provide employees of the Company and its Designated Companies with an opportunity to acquire an equity ownership interest in the Company and to encourage employees to remain in the employ of the Company and its Designated Companies. The Company intends the Plan to qual

Agiliti Executive Deferred Compensation Plan, as Amended and Restated Effective December 3, 2018 (incorporated by reference to Exhibit 10.19 to our Registration Statement on Form S-1 filed on March 5, 2021).

Exhibit 10.19 AGILITI EXECUTIVE DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE DECEMBER 3, 2018 Agiliti Executive Deferred Compensation Plan ARTICLE I Establishment and Purpose 1 ARTICLE II Definitions 1 ARTICLE III Eligibility and Participation 7 ARTICLE IV Deferrals 8 ARTICLE V Establishment and Purpose 11 ARTICLE VI Payment from Accounts 11 ARTICLE VII Valuation of Account Balance

Employment Agreement, dated as of January 20, 2020, by and between Thomas W. Boehning and Agiliti, Inc.

Exhibit 10.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of January 20, 2020 (the ?Effective Date?), by and between Thomas W. Boehning (?Executive?) and Agiliti, Inc., a Delaware corporation (the ?Company?). WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, on the terms set forth in this Agreement; and N

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Table of Contents Confidential Treatment Requested by Agiliti, Inc. Pursuant to 17 C.F.R. Section 200.83 Amendment No. 4 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on February 16, 2021 pursuant to 17 C.F.R. Section 200.83. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all inf

THIRD AMENDED AND RESTATED BYLAWS AGILITI, INC. A Delaware corporation Adopted as of [●] ARTICLE I

EX-3.2 3 filename3.htm Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF AGILITI, INC. A Delaware corporation Adopted as of [●] ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of Agiliti, Inc. (the “Corporation”) within the State of Delaware shall be as stated in the corporation’s certificate of incorporation then in effect (the “Certificate of Incorporation”). Section 1.2 Ad

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AGILITI, INC. [●], 2021

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AGILITI, INC. [?], 2021 Agiliti, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Agiliti, Inc.? The original certificate of incorporation of the corporation was filed with the Secretary of State of the Sta

Robert M. Hayward, P.C. To Call Writer Directly: +1 312 862 7317 300 North LaSalle Chicago, IL 60654 United States Facsimile: +1 312 862 2200 +1 312 862 2000 [email protected] www.kirkland.com January 11, 2021

Robert M. Hayward, P.C. To Call Writer Directly: +1 312 862 7317 300 North LaSalle Chicago, IL 60654 United States Facsimile: +1 312 862 2200 +1 312 862 2000 [email protected] www.kirkland.com January 11, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott A

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DRS/A 1 filename1.htm Table of Contents Confidential Treatment Requested by Agiliti, Inc. Pursuant to 17 C.F.R. Section 200.83 Amendment No. 3 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on January 11, 2021 pursuant to 17 C.F.R. Section 200.83. This draft registration statement has not been publicly filed with the Securities and Exchange C

Robert Hayward, P.C. To Call Writer Directly: +1 312 862 7317 [email protected] 300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com Facsimile: +1 312 862 2200 December 23, 2020

Robert Hayward, P.C. To Call Writer Directly: +1 312 862 7317 [email protected] 300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com Facsimile: +1 312 862 2200 December 23, 2020 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Patrick K

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Table of Contents Confidential Treatment Requested by Agiliti, Inc. Pursuant to 17 C.F.R. Section 200.83 Amendment No. 2 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on December 23, 2020 pursuant to 17 C.F.R. Section 200.83. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all inf

300 North LaSalle Chicago, IL 60654 Robert Hayward, P.C. United States To Call Writer Directly: Facsimile: +1 312 862 7317 +1 312 862 2000 +1 312 862 2200 [email protected] www.kirkland.com December 4, 2020

300 North LaSalle Chicago, IL 60654 Robert Hayward, P.C. United States To Call Writer Directly: Facsimile: +1 312 862 7317 +1 312 862 2000 +1 312 862 2200 [email protected] www.kirkland.com December 4, 2020 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Patrick Ku

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Table of Contents Confidential Treatment Requested by Agiliti, Inc. Pursuant to 17 C.F.R. Section 200.83 Amendment No. 1 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on December 4, 2020 pursuant to 17 C.F.R. Section 200.83. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all info

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DRS 1 filename1.htm Table of Contents Confidential Treatment Requested by Agiliti, Inc. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially to the Securities and Exchange Commission on October 30, 2020 pursuant to the Jumpstart Our Business Startups Act of 2012. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all informatio

As filed with the Securities and Exchange Commission on March 21, 2019

As filed with the Securities and Exchange Commission on March 21, 2019 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-226975 AGILITI, INC. (Exact name of registrant as specified in its chart

List of subsidiaries

Exhibit 21.1 Agiliti, Inc. Subsidiaries as of December 31, 2018 Name of Company Jurisdiction Federal Street Acquisition Corp. Delaware Agiliti Holdco, Inc. Delaware Agiliti Health, Inc. Delaware Agiliti Surgical, Inc. Delaware Agiliti Imaging, Inc. California

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K

10-K 1 uhsi-20181231x10k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ☒Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2018 or ☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission Fi

Tax Receivable Agreement, dated as of January 4, 2019, by and among Agiliti Holdco, Inc., IPC/UHS, L.P., solely in the capacity of the Stockholders’ Representative, and each of the successors and assigns thereto (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on January 10, 2019).

Exhibit 10.4 Execution Version TAX RECEIVABLE AGREEMENT by and among AGILITI, INC., AGILITI HOLDCO, INC., and IPC/UHS, L.P., as Stockholders? Representative Dated as of January 4, 2019 TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this ?Agreement?), dated as of January 4, 2019 is hereby entered into by and among Agiliti Holdco, Inc. (f/k/a UHS Holdco, Inc.), a Delaware corporation (the ?

Assignment and Assumption Agreement, dated as of January 4, 2019, between Continental Stock Transfer & Trust Company, Agiliti, Inc. and Federal Street Acquisition Corp. (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed on January 10, 2019).

Exhibit 4.4 Execution Version ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the ?Agreement?) is entered into and effective as of January 4, 2019, by and among Federal Street Acquisition Corp., a Delaware corporation (?FSAC?), Agiliti, Inc., a Delaware corporation (?Agiliti?), and Continental Stock Transfer & Trust Company, a New York corporation (?Continental?). WHE

Advisory Services Agreement, dated as of January 4, 2019, by and among Agiliti, Inc., Agiliti Holdco, Inc., Agiliti Health, Inc. and THL Managers VIII, LLC (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed on January 10, 2019).

Exhibit 10.6 Execution Version ADVISORY SERVICES AGREEMENT This ADVISORY SERVICES AGREEMENT (this ?Agreement?) is entered into as of January 4, 2019 by and among (i) Agiliti, Inc., a Delaware corporation (?TopCo?), (ii) Agiliti Holdco, Inc. (f/k/a UHS Holdco, Inc.), a Delaware corporation (?Holdco?), (iii) Agiliti Health, Inc. (f/k/a Universal Hospital Services, Inc.), a Delaware corporation (?OpC

Credit Agreement, dated as of January 4, 2019, by and among Agiliti Health, Inc., as borrower, Agiliti Holdco, Inc. and certain subsidiaries of Agiliti Health as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and letter of credit issuer, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 10, 2019).

Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of January 4, 2019 Among AGILITI HEALTH, INC., as the Borrower, AGILITI HOLDCO, INC., as Holdings, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A., CITIGROUP GLOBAL MARKETS INC., KEYBANC CAPI

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2019 AGILITI, INC. (Exact name of registrant as specified in its charter) Delaware 132-02824 82-1608463 (State or other jurisdiction of incorporation) (Commission File Numb

Registration Rights Agreement, dated as of January 4, 2019, by and among Agiliti, Inc., THL Agiliti LLC, Thomas J. Leonard and the other holders named therein.

Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of January 4, 2019, is made and entered into by and among Agiliti, Inc., a Delaware corporation (the ?Company?), THL Agiliti LLC, a Delaware limited liability company (?THL Agiliti?), Thomas J. Leonard (the ?Executive?), and the individuals listed as Other Holders on the sig

Form of Director and Officer Indemnification Agreement, by and between Agiliti, Inc. and its directors and executive officers (incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed on January 10, 2019).

Exhibit 10.7 Execution Version FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2018, by and between AGILITI, INC., a Delaware corporation (the ?Company?), and [?] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided w

Amended and Restated Certificate of Incorporation of Agiliti, Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AGILITI, INC. January 4, 2019 Agiliti, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Agiliti, Inc.? The original certificate of incorporation of the corporation was filed with the Secretary of State of the Stat

Amended and Restated Bylaws of Agiliti, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF AGILITI, INC. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent i

Director Nomination Agreement, dated as of January 4, 2019, by and between Agiliti, Inc. and THL Agiliti LLC.

Exhibit 10.3 Execution Version DIRECTOR NOMINATION AGREEMENT THIS DIRECTOR NOMINATION AGREEMENT (this ?Agreement?) is made and entered into as of January 4, 2019 (the ?Effective Time?), by and among Agiliti, Inc., a Delaware corporation (the ?Company?), and THL Agiliti LLC, a Delaware limited liability company (the ?Shareholder?). WHEREAS, the Company and certain of its affiliates have consummated

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF AGILITI, INC.

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF AGILITI, INC. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in Agiliti, Inc.?s Definitive Proxy Statement/Prospectus (the ?Proxy Statement/Prospectus?) filed with the SEC on October 10, 2018 or the Supplement to the Definitive Proxy Statement/Prospectus (the ?Proxy Statem

Agiliti Inc.’s 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed on January 10, 2019).

Exhibit 10.5 AGILITI, INC. 2018 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Agiliti, Inc. 2018 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality o

FEDERAL STREET ACQUISITION CORP., THOMAS H. LEE PARTNERS, L.P. AND AGILITI HEALTH, INC. COMPLETE BUSINESS COMBINATION

Exhibit 99.3 FOR IMMEDIATE RELEASE FEDERAL STREET ACQUISITION CORP., THOMAS H. LEE PARTNERS, L.P. AND AGILITI HEALTH, INC. COMPLETE BUSINESS COMBINATION BOSTON and MINNEAPOLIS?January 4, 2019?Federal Street Acquisition Corp. (NASDAQ: FSACU, FSAC, FSACW) (?FSAC?), a special-purpose acquisition company sponsored by an affiliate of Thomas H. Lee Partners, L.P. (?THL?), and Agiliti Holdco, Inc., the h

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS OF AGILITI, INC.

Exhibit 99.2 EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS OF AGILITI, INC. Agiliti, Inc. (?Agiliti?) was formed in August 2018 in connection with the entry into the Agreement and Plan of Merger, dated as of August 13, 2018, which was amended and restated by the A&R Merger Agreement (as defined in the Current Report on Form 8-K to which this exhibit is attached). For the year 2018 and prior to th

FSAC / Federal Street Acquisition Corp. 8-K (Prospectus)

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amended and Restated Merger Agreement, by and among Federal Street Acquisition Corp., Agiliti, Inc., Umpire SPAC Merger Sub, Inc., Umpire Equity Merger Sub, Inc., Umpire Cash Merger Sub, Inc., Agiliti Holdco, Inc., (formerly known as UHS Holdco, Inc.), solely in their capacities as Majority Stockholders, IPC/UHS, L.P. ("IPC") and IPC/UHS Co Investment Partners, L.P., each a Delaware limited partnership (collectively, the "Majority Stockholders"), and solely in its capacity as the Stockholders' Representative, IPC, and, solely for purposes of Sections 1.6 and 9.12 of the A&R Merger Agreement, Umpire Equity Merger Sub, Inc.

Use these links to rapidly review the document TABLE OF CONTENTS Exhibit 2.2(a) APPENDIX A AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG FEDERAL STREET ACQUISITION CORP., AGILITI, INC., UMPIRE SPAC MERGER SUB, INC., UMPIRE CASH MERGER SUB, INC., AGILITI HOLDCO, INC., IPC/UHS CO-INVESTMENT PARTNERS, L.P. (solely in its capacity as a Majority Stockholder), IPC/UHS, L.P. (solely in i

Subscription Agreement, dated December 19, 2018, by and between THL Agiliti LLC and Federal Street Acquisition Corp.

QuickLinks - Click here to rapidly navigate through this document Exhibit 10.1 APPENDIX B AMENDED AND RESTATED SUBSCRIPTION AGREEMENT Federal Street Acquisition Corp. 100 Federal Street, 35th Floor Boston, MA 02110 Ladies and Gentlemen: WHEREAS, Federal Street Acquisition Corp., a Delaware corporation (the "Company"), Agiliti, Inc., a Delaware corporation (the "Issuer") and the undersigned (the "S

Transaction summary ($ in millions, except per share value) Sources UHS Illustrative Share Price $10.00 102.3 New Debt Raised Revolver Draw at Close Existing Capital Leases Rollover Management Rollover THL LLC PIPE FSAC Public5 $660 34 19 22 750 [TBD

Exhibit 99.2 Transaction

FEDERAL STREET ACQUISITION CORP. AMENDS TERMS OF MERGER AGREEMENT WITH AGILITI HEALTH AND ENTERS INTO SUBSCRIPTION AGREEMENT WITH AFFILIATE OF THOMAS H. LEE PARTNERS, L.P.

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 FOR IMMEDIATE RELEASE FEDERAL STREET ACQUISITION CORP. AMENDS TERMS OF MERGER AGREEMENT WITH AGILITI HEALTH AND ENTERS INTO SUBSCRIPTION AGREEMENT WITH AFFILIATE OF THOMAS H. LEE PARTNERS, L.P. BOSTON and MINNEAPOLIS—December 20, 2018—Federal Street Acquisition Corp. (NASDAQ: FSACU, FSAC, FSACW) ("FSAC"), a special-purp

FEDERAL STREET ACQUISITION CORP. 100 Federal Street, 35th Floor Boston, MA 02110

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Filed Pursuant to 424(b)(3) Registration Number 333-226975 Table of Contents FEDERAL STREET ACQUISITION CORP.

FSAC / Federal Street Acquisition Corp. 425 (Prospectus)

Filed by Federal Street Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Agiliti, Inc. (SEC File No. 132-02824) Commission File No. for the Related Registration Statement: 333-226975 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT

FSAC / Federal Street Acquisition Corp. 425 (Prospectus)

Filed by Federal Street Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Agiliti, Inc. (SEC File No. 132-02824) Commission File No. for the Related Registration Statement: 333-226975 The following press release was issued by Universal Hospital Services, Inc., a subsidiary of UH

FSAC / Federal Street Acquisition Corp. 425 (Prospectus)

Filed by Federal Street Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Agiliti, Inc. (SEC File No. 132-02824) Commission File No. for the Related Registration Statement: 333-226975 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPOR

FEDERAL STREET ACQUISITION CORP. NOTICE OF ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS OF FEDERAL STREET ACQUISITION CORP. TO 10:00 A.M. EASTERN TIME ON MONDAY DECEMBER 17, 2018 AT BOSTON COLLEGE CLUB, 100 FEDERAL STREET, 36th FLOOR, BOSTON, MASSA

Filed by Agiliti, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Agiliti, Inc. (SEC File No. 132-02824) Commission File No. for the Related Registration Statement: 333-226975 On November 14, 2018, Federal Street Acquisition Corp. mailed to its stockholders the following notice of adjourn

FSAC / Federal Street Acquisition Corp. 425 (Prospectus)

Filed by Federal Street Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Agiliti, Inc. (SEC File No. 132-02824) Commission File No. for the Related Registration Statement: 333-226975 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPOR

FSAC / Federal Street Acquisition Corp. 425 (Prospectus)

Filed by Federal Street Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Agiliti, Inc. (SEC File No. 132-02824) Commission File No. for the Related Registration Statement: 333-226975 The following is an addendum to the updated investor presentation filed with the Securities an

FSAC / Federal Street Acquisition Corp. 425 (Prospectus)

Filed by Federal Street Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Agiliti, Inc. (SEC File No. 132-02824) Commission File No. for the Related Registration Statement: 333-226975 The following is an updated investor presentation that will be used by Federal Street Acquisit

UNIVERSAL HOSPITAL SERVICES ANNOUNCES PRELIMINARY FINANCIAL RESULTS FOR THIRD QUARTER 2018 AND UPDATES FULL YEAR 2018 OUTLOOK

Filed by Agiliti, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. for the Related Registration Statement: 333-226975 The following press release was issued by Universal Hospital Services, Inc., a subsidiary of UHS Holdco, Inc., on October 15, 2018, to announce its preliminary results f

FEDERAL STREET ACQUISITION CORP. 100 Federal Street, 35th Floor Boston, MA 02110

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS Table of Contents Filed pursuant to Rule 424(b)(3) Registration No.

300 North LaSalle

300 North LaSalle Chicago, IL 60654 Carol Anne Huff United States To Call Writer Directly: Facsimile: +1 312 862 2163 +1 312 862 2000 +1 312 862 2200 carolanne.

Consent of John L. Workman (Director nominee).

Exhibit 99.11 Consent to be Named as a Director Nominee In connection with the filing by Agiliti, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission, I hereby consent, pursuant to Rule 438 of the Securities Act of 1933, as amended, to being named as a nominee to the board of directors of Agiliti, Inc. in the Registration Statement and any and all amendments

As filed with the Securities and Exchange Commission on October 9, 2018

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 9, 2018 Registration No.

Form of FSAC's Proxy Card.

Exhibit 99.1 FOR THE SPECIAL MEETING OF STOCKHOLDERS OF FEDERAL STREET ACQUISITION CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Charles P. Holden and Shari H. Wolkon (together, the ?Proxies?), and each of them independently, with full power of substitution, as proxies to vote the shares that the undersigned is entitled to vote (the ?Shares?) at

Consent of Barry P. Schochet (Director nominee).

Exhibit 99.10 Consent to be Named as a Director Nominee In connection with the filing by Agiliti, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission, I hereby consent, pursuant to Rule 438 of the Securities Act of 1933, as amended, to being named as a nominee to the board of directors of Agiliti, Inc. in the Registration Statement and any and all amendments

As filed with the Securities and Exchange Commission on October 5, 2018

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on October 5, 2018 Registration No.

Consent of David Knoch (Director nominee).

Exhibit 99.9 Consent to be Named as a Director Nominee In connection with the filing by Agiliti, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission, I hereby consent, pursuant to Rule 438 of the Securities Act of 1933, as amended, to being named as a nominee to the board of directors of Agiliti, Inc. in the Registration Statement and any and all amendments a

Subsidiaries of Agiliti.

Exhibit 21.1 Subsidiaries of Agiliti, Inc. Name Percentage Ownership State of Organization Umpire SPAC Merger Sub, Inc. 100 Delaware Umpire Equity Merger Sub, Inc. 100 Delaware Umpire Cash Merger Sub, Inc. 100 Delaware

Specimen Common Stock Certificate of Agiliti, Inc. (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-4/A filed on October 9, 2018).

Exhibit 4.1 SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP AND TRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF PAR VALUE $0.0001 EACH OF AGILITI, INC. transferable on the books of the Corporation by the holder hereof in person or by

Consent of Gary L. Gottlieb (Director nominee).

Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Agiliti, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission, I hereby consent, pursuant to Rule 438 of the Securities Act of 1933, as amended, to being named as a nominee to the board of directors of Agiliti, Inc. in the Registration Statement and any and all amendments a

Consent of Michael A. Bell (Director nominee).

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Agiliti, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission, I hereby consent, pursuant to Rule 438 of the Securities Act of 1933, as amended, to being named as a nominee to the board of directors of Agiliti, Inc. in the Registration Statement and any and all amendments a

FSAC / Federal Street Acquisition Corp. 425 (Prospectus)

Filed by Federal Street Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Agiliti, Inc. (SEC File No. 132-02824) Commission File No. for the Related Registration Statement: 333-226975 The following is an updated investor presentation that will be used by Federal Street Acquisit

As filed with the Securities and Exchange Commission on September 26, 2018

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on September 26, 2018 Registration No.

Carol Anne Huff To Call Writer Directly: (312) 862-2163 [email protected] 300 North LaSalle Chicago, IL 60654 (312) 862-2000 www.kirkland.com Facsimile: (312) 862-2200 September 26, 2018

Carol Anne Huff To Call Writer Directly: (312) 862-2163 [email protected] 300 North LaSalle Chicago, IL 60654 (312) 862-2000 www.kirkland.com Facsimile: (312) 862-2200 September 26, 2018 Via EDGAR Submission and Overnight Delivery Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Amanda Ravitz Edward M. Kelly Jeff Gordon Kevin Stertzel Re: AGILITI, I

FSAC / Federal Street Acquisition Corp. 425 (Prospectus)

Filed by Federal Street Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Agiliti, Inc. (SEC File No. 132-02824) Commission File No. for the Related Registration Statement: 333-226975 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPOR

FSAC / Federal Street Acquisition Corp. 425 (Prospectus)

Filed by Federal Street Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Agiliti, Inc. (SEC File No. 132-02824) Commission File No. for the Related Registration Statement: 333-226975 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPOR

Consent of Megan M. Preiner (Director nominee).

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Agiliti, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission, I hereby consent, pursuant to Rule 438 of the Securities Act of 1933, as amended, to being named as a nominee to the board of directors of Agiliti, Inc. in the Registration Statement and any and all amendments a

Consent of Thomas J. Leonard (Director nominee).

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Agiliti, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission, I hereby consent, pursuant to Rule 438 of the Securities Act of 1933, as amended, to being named as a nominee to the board of directors of Agiliti, Inc. in the Registration Statement and any and all amendments a

Consent of Keith Zadourian (Director nominee).

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Agiliti, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission, I hereby consent, pursuant to Rule 438 of the Securities Act of 1933, as amended, to being named as a nominee to the board of directors of Agiliti, Inc. in the Registration Statement and any and all amendments a

Consent of Joshua M. Nelson (Director nominee).

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Agiliti, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission, I hereby consent, pursuant to Rule 438 of the Securities Act of 1933, as amended, to being named as a nominee to the board of directors of Agiliti, Inc. in the Registration Statement and any and all amendments a

Consent of John Howard (Director nominee).

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Agiliti, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission, I hereby consent, pursuant to Rule 438 of the Securities Act of 1933, as amended, to being named as a nominee to the board of directors of Agiliti, Inc. in the Registration Statement and any and all amendments a

Agreement and Plan of Merger, dated as of August 13, 2018, by and among FSAC, Agiliti, FSAC Merger Sub, Umpire Equity Merger Sub, Umpire Cash Merger Sub, UHS Holdco, solely in their capacities as Majority Stockholders, IPC/UHS, L.P., and IPC/UHS Co-Investment Partners, L.P., and solely in its capacity as the Stockholders' Representative, IPC/UHS, L.P. (included as Annex A to the proxy statement/prospectus forming a part of this Registration Statement).

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on August 22, 2018 Registration No.

FSAC / Federal Street Acquisition Corp. 425 (Prospectus)

Filed by Federal Street Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Agiliti, Inc. (SEC File No. 132-02824) Date: August 15, 2018 The following is an updated investor presentation that will be used by Federal Street Acquisition Corp. and UHS Holdco, Inc. in connection with

Form of Subscription Agreement, dated as of August 13, 2018, by and between Federal Street Acquisition Corp. and each of the investors party to such agreement.

EXHIBIT 10.4 FORM OF SUBSCRIPTION AGREEMENT Federal Street Acquisition Corp. 100 Federal Street, 35th Floor Boston, MA 02110 Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) between Federal Street Acquisition Corp., a Delaware corporation (the “Company”), Agiliti, Inc., a Delaware corporation (the “Issuer”), and UHS Holdco, Inc., a Delaware corporation

Form of Voting, Support and Restrictive Covenant Agreements, dated as of August 13, 2018, by and among Federal Street Acquisition Corp. and members of management of UHS Holdco, Inc.

EXHIBIT 10.3 FORM OF VOTING, SUPPORT, CONTRIBUTION AND RESTRICTIVE COVENANT AGREEMENT This VOTING, SUPPORT, CONTRIBUTION AND RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2018, by and among (i) Federal Street Acquisition Corp., a Delaware corporation (“Parent”), and Agiliti, Inc., a Delaware corporation (“PubCo”, and together with Parent, the “Parent P

Voting Agreement, dated as of August 13, 2018, by and between UHS Holdco, Inc. and FS Sponsor, LLC

EXHIBIT 10.1 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2018, by and among UHS Holdco, Inc., a Delaware corporation (“UHS HoldCo”), and FS Sponsor LLC, a Delaware limited liability company (the “Stockholder”). RECITALS A. Concurrently with the execution and delivery of this Agreement, Federal Street Acquisition Corp., a Delaware corporation

Subscription Agreement, dated as of August 13, 2018, by and between Federal Street Acquisition Corp. and THL Agiliti LLC

EXHIBIT 10.5 EXECUTION VERSION SUBSCRIPTION AGREEMENT Federal Street Acquisition Corp. 100 Federal Street, 35th Floor Boston, MA 02110 Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) between Federal Street Acquisition Corp., a Delaware corporation (the “Company”), Agiliti, Inc., a Delaware corporation (the “Issuer”), and UHS Holdco, Inc., a Delaware c

FSAC / Federal Street Acquisition Corp. 8-K/A (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2018 FEDERAL STREET ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38153 82-0908890 (State or Other Jurisdiction of I

Agreement and Plan of Merger, dated as of August 13, 2018, by and among Federal Street Acquisition Corp., Agiliti, Inc., Umpire SPAC Merger Sub, Inc., Umpire Equity Merger Sub, Inc., Umpire Cash Merger Sub, Inc., UHS Holdco, Inc., solely in its capacity as a Majority Stockholder, IPC/UHS Co-Investment Partners, L.P. and solely in its capacity as a Majority Stockholder and the Stockholders’ Representative, IPC/UHS, L.P.

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER* BY AND AMONG FEDERAL STREET ACQUISITION CORP., AGILITI, INC., UMPIRE SPAC MERGER SUB, INC., UMPIRE EQUITY MERGER SUB, INC., UMPIRE CASH MERGER SUB, INC., UHS HOLDCO, INC., IPC/UHS CO-INVESTMENT PARTNERS, L.P. (solely in its capacity as a Majority Stockholder), and IPC/UHS, L.P. (solely in its capacity as a Majority Stockholder and as the Stockholders’ Repr

Voting, Support and Restrictive Covenant Agreement, dated as of August 13, 2018, by and among Federal Street Acquisition Corp. and IPC/UHS Co-Investment Partners, L.P. and IPC/UHS, L.P.

EXHIBIT 10.2 VOTING, SUPPORT AND RESTRICTIVE COVENANT AGREEMENT This VOTING, SUPPORT AND RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2018, by and among (i) Federal Street Acquisition Corp., a Delaware corporation (“Parent”), and Agiliti, Inc., a Delaware corporation (“PubCo”, and together with Parent, the “Parent Parties”), on the one hand and (ii) I

FSAC / Federal Street Acquisition Corp. 425 (Prospectus)

Filed by Federal Street Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Agiliti, Inc. Date: August 13, 2018 On August 13, 2018, Federal Street Acquisition Corp. and UHS Holdco, Inc., the holding company of Universal Hospital Services, Inc., hosted a conference call to discuss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2018 FEDERAL S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2018 FEDERAL STREET ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-38153 82-0908890 (State or other jurisdiction of incorpora