Sec Form 3 Filing - NEALE MATTHEW @ AGILITI, INC. \DE - 2023-05-04

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person NEALE MATTHEW 2. Issuer Name and Ticker or Trading Symbol AGILITI, INC. \DE [ AGTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Chief Information Officer (Last) (First) (Middle) C/O AGILITI, INC., 11095 VIKING DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/04/2023 (Street) EDEN PRAIRIE, MN55344 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.0001 par value 8,491 D Common Stock, $0.0001 par value 15 I By son Common Stock, $0.0001 par value 15 I By daughter

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options (Right to Buy) $ 21.61 ( 1 ) 07/06/2031 Common Stock, $0.0001 par value 7,520 D Options (Right to Buy) $ 18.45 ( 2 ) 03/03/2032 Common Stock, $0.0001 par value 8,808 D Options (Right to Buy) $ 14.83 ( 3 ) 03/10/2033 Common Stock, $0.0001 par value 11,103 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NEALE MATTHEW C/O AGILITI, INC. 11095 VIKING DRIVE, SUITE 300 EDEN PRAIRIE, MN55344 SVP, Chief Information Officer Signatures /s/ Lee M. Neumann, by power of attorney 05/12/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person received 7,520 options under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan on July 6, 2021. The options vest ratably on each of July 6, 2022, July 6, 2023 and July 6, 2024, subject to the reporting person remaining in continuous employment with the issuer on the vesting date. ( 2 )The reporting person received 8,808 options under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan on March 3, 2022. The options vest ratably on each of March 6, 2023, March 6, 2024 and March 6, 2025, subject to the reporting person remaining in continuous employment with the issuer on the vesting date. ( 3 )The reporting person received 11,103 options under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan on March 10, 2023. The options vest ratably on each of March 10, 2024, March 10, 2025 and March 10, 2026, subject to the reporting person remaining in continuous employment with the issuer on the vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.