Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Resignation of Directors

On June 18, 2026, each of Mohsin Y. Meghji, Benjamin Fader-Rattner and Matthew Perkal notified M3-Brigade Acquisition V Corp. (the "Company") of his resignation from the Company's Board of Directors (the "Board") and each of its committees on which he serves with immediate effect. None of Messrs. Meghji's, Fader-Rattner's and Perkal's decision to resign from the Board were a result of any disagreement with the Company on any matter, including relating to the Company's operations, policies or practices.

Committees of the Board

The Company has audit, compensation, and corporate governance and nominating committees of the Board. As a result of the resignations of the above mentioned directors of the Company, as of June 18, 2026, the membership of each of the audit, compensation, and corporate governance and nominating committees of the Board is as follows:

Resignation of Officers

Effective June 18, 2026, Robert Rivas Collins resigned as Chief Executive Officer and principal executive officer of the Company. Mr. Collins' resignation was not the result of any dispute or disagreement with the Company on any matter, including relating to the Company's operations, policies or practices.

Effective June 18, 2026, Eric Greenhaus resigned as Chief Financial Officer, principal financial officer and principal accounting officer of the Company. Mr. Greenhaus' resignation was not the result of any dispute or disagreement with the Company on any matter, including relating to the Company's operations, policies or practices.

Effective June 18, 2026, Matthew Perkal resigned as Chief Operating Officer of the Company. Mr. Perkal's resignation was not the result of any dispute or disagreement with the Company on any matter, including relating to the Company's operations, policies or practices.

Appointment of Principal Executive Officer

Effective June 18, 2026, the Board appointed Chinh Chu, the current President of the Company, as the principal executive officer of the Company.

Chinh Chu, age 60, has served as the Company's President since May 2025. Mr. Chu is the Senior Managing Director of CC Capital, a private investment firm which he founded in 2016. Mr. Chu has over 30 years of investment and acquisition experience. Before founding CC Capital, Mr. Chu worked at Blackstone from 1990 to 2015. Mr. Chu was a Senior Managing Director at Blackstone beginning in 2000 and previously served as Co-Chair of Blackstone's Private Equity Executive Committee and as a member of Blackstone's Executive Committee. Mr. Chu also served as the Chief Executive Officer and Director of CC Neuberger Principal Holdings II, a special purpose acquisition company he co-founded, from May 2020 until the consummation of the business combination with Getty Images, Inc. to form Getty Images Holdings, Inc. in July 2022. Mr. Chu served as Chief Executive Officer and director of CC Neuberger Principal Holdings I from January 2020 until the consummation of the business combination with E2open Holdings, LLC in February 2021. Mr. Chu has served on the board of directors of Getty Images Holdings, Inc. since July 2022. He previously served as a director of E2open Holdings, LLC, Dun & Bradstreet Holdings, Inc., Kronos Incorporated, SunGard Data Systems, Inc., Stiefel Laboratories, Freescale Semiconductor, Ltd. Biomet, Inc., Alliant, Celanese Corporation, Nalco Company, DJO Global, Inc., HealthMarkets, Inc., Nycomed, Alliant Insurance Services, Inc., the London International Financial Futures and Options Exchange, Graham Packaging and AlliedBarton Security Services.