NOTICE OF PENDENCY OF CLASS ACTION: Please be advised that your rights will be affected by the above captioned stockholder class action (the “Action”) pending in the Court of Chancery of the State of Delaware (the “Court”) if you were a record holder or beneficial owner of shares of Agiliti, Inc. (“Agiliti”) stock whose shares were exchanged for or who had the right to receive $10.00 per share in cash in exchange for their Agiliti stock in connection with the merger transaction with Thomas H. Lee Partners, L.P. and THL Agiliti LLC (collectively, “THL”) that closed on May 7, 2024 (the “Merger”).
NOTICE OF SETTLEMENT: Please also be advised that: (i) Plaintiff Eric M. Maglione (“Maglione” or “Plaintiff”), individually and on behalf of the Class (defined in Paragraph 24 of the Notice); (ii) THL, Thomas J. Leonard, Scott M. Sperling, Michael A. Bell, Joshua M. Nelson, Megan M. Preiner, and James B. Pekarek (collectively, the “THL and Agiliti Defendants”); (iii) John L. Workman, Diane B. Patrick, Gary L. Gottlieb, and C. Martin Harris (Collectively, the “Special Committee Defendants,” and together with the THL and Agiliti Defendants, the “Defendants”); and (iv) Agiliti (together with Plaintiff and Defendants, the “Settling Parties,” and each a “Party”) have reached a proposed settlement for $32,000,000 in cash (the “Settlement”). The proposed Settlement, if approved, will resolve all claims in the Action against Defendants, and the Action will be dismissed with prejudice.
PLEASE READ THE NOTICE CAREFULLY AND IN ITS ENTIRETY. The Notice explains how members of the Class will be affected by the Settlement. The following table provides a brief summary of the rights you have as a Class Member and the relevant deadlines, which are described in more detail in the Notice.
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RECEIVE A PAYMENT FROM THE SETTLEMENT. CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM. |
If you are a member of the Class (defined in paragraph 24 of the Notice), you may be eligible to receive a pro rata distribution from the Settlement proceeds. Eligible Class Members (defined in paragraph 33 of the Notice) do not need to submit a claim form in order to receive a distribution from the Settlement, if approved by the Court. Your distribution from the Settlement will be paid to you directly. See paragraphs 29-36 of the Notice for further discussion. |
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OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN |
If you are a member of the Class and would like to object to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff’s Counsel’s request or an award of attorneys’ fees and expenses or any incentive awards to Plaintiff, you may write to the Court and explain the reasons for your objection. |
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ATTEND A HEARING ON SEPTEMBER 17, 2026, AT 11:00 A.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN AUGUST 26, 2026. |
Filing a written objection and notice of intention to appear that is received by August 26, 2026, allows you to speak in Court, at the discretion of the Court, about your objection. In the Court’s discretion, the September 17, 2026, hearing may be conducted by telephone or video conference (see paragraphs 42-43 of the Notice). If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection. |