Sec Form 3 Filing - CANTOR FITZGERALD & CO. @ M3-Brigade Acquisition V Corp. - 2025-12-12

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

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1. Name and Address of Reporting Person CANTOR FITZGERALD & CO. 2. Issuer Name and Ticker or Trading Symbol M3-Brigade Acquisition V Corp. [ MBAV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 110 EAST 59TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/12/2025 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Class A Ordinary Shares 7,779,865 D

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CANTOR FITZGERALD & CO. 110 EAST 59TH STREET NEW YORK, NY10022 X CANTOR FITZGERALD, L. P. 110 EAST 59TH STREET NEW YORK, NY10022 X CANTOR FITZGERALD SECURITIES 110 EAST 59TH STREET NEW YORK, NY10022 X CF GROUP MANAGEMENT INC 110 EAST 59TH STREET NEW YORK, NY10022 X Lutnick Brandon 110 EAST 59TH STREET NEW YORK, NY10022 X Signatures /s/ Pascal Bandelier, as Co-Chief Executive Officer of Cantor Fitzgerald & Co. 12/19/2025 Signature of Reporting Person Date /s/ Brandon Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P. 12/19/2025 Signature of Reporting Person Date /s/ Pascal Bandelier, as Co-Chief Executive Officer of Cantor Fitzgerald Securities 12/19/2025 Signature of Reporting Person Date /s/ Brandon Lutnick, as Chief Executive Officer of CF Group Management, Inc. 12/19/2025 Signature of Reporting Person Date /s/ Brandon Lutnick 12/19/2025 Signature of Reporting Person Date

Explanation of Responses:

Remarks: (1) Cantor Fitzgerald & Co. ("CF&Co.") directly owns 7,779,865 Class A ordinary shares of the Issuer. Cantor Fitzgerald Securities ("CFS") owns the majority of theequity interests of CF&Co. and may be deemed to beneficially own the Class A ordinary shares directly owned by CF&Co. Cantor Fitzgerald, L.P. ("Cantor"), asthe indirect holder of a majority of the equity interests of CF&Co. and CFS, CF Group Management, Inc. ("CFGM"), as the managing general partner of Cantor,and Brandon G. Lutnick, as the Chairman and Chief Executive Officer of Cantor and CFGM and also the trustee with decision making control of trusts thathold all of the voting shares of CFGM, may be deemed to beneficially own all Class A ordinary shares directly owned by CF&Co. (2) CFLP, CFGM, CFS and Mr. Lutnick each disclaim beneficial ownership of all securities held by CF&Co. in excess of their respective pecuniary interest, if any, and this report shall not be deemed an admission that any of them were the beneficial owners of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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).

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