Magnetar entities report 0.94% M3-Brigade (MBAV) stake across managed funds

Rhea-AI Filing Summary

Magnetar entities updated their ownership in M3-Brigade Acquisition V Corp. Class A shares. As of December 31, 2025, Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman reported beneficial ownership of 269,016 Class A ordinary shares, equal to about 0.94% of the company.

The shares are held across several Magnetar-managed funds, and all voting and investment power is shared, with no sole voting or dispositive authority reported. The ownership percentage is based on 28,750,000 Class A shares outstanding. The reporting parties certify the position is held in the ordinary course and not to change or influence control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

M3-Brigade Acquisition V Corp.

(Name of Issuer)

Class A ordinary shares, par value $0.0001

(Title of Class of Securities)

G63212107

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G63212107

1

Names of Reporting Persons

MAGNETAR FINANCIAL LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 269,016.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 269,016.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

269,016.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.94 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. G63212107

1

Names of Reporting Persons

MAGNETAR CAPITAL PARTNERS LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 269,016.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 269,016.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

269,016.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.94 %

12

Type of Reporting Person (See Instructions)

HC, PN

SCHEDULE 13G

CUSIP No. G63212107

1

Names of Reporting Persons

SUPERNOVA MANAGEMENT LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 269,016.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 269,016.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

269,016.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.94 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No. G63212107

1

Names of Reporting Persons

DAVID J. SNYDERMAN

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 269,016.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 269,016.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

269,016.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.94 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: M3-Brigade Acquisition V Corp.
(b)	Address of issuer's principal executive offices: 1700 Broadway, 19th Floor, New York, NY 10019
Item 2.
(a)	Name of person filing: This statement is filed on behalf of each of the following person (collectively, the "Reporting Persons"): i) Magnetar Financial LLC ("Magnetar Financial"); ii) Magnetar Capital Partners LP ("Magnetar Capital Partners"); iii) Supernova Management LLC ("Supernova Management"); and iv) David J. Snyderman ("Mr. Snyderman"). This statement relates to the Shares (as defined herein) held for Magnetar Constellation Master Fund, Ltd ("Constellation Master Fund"), Magnetar Xing He Master Fund Ltd ("Xing He Master Fund"), Purpose Alternative Credit Fund Ltd ("Purpose Credit Fund"), Magnetar SC Fund Ltd ("SC Fund"), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP ("Structured Credit Fund"), a Delaware limited partnership; Magnetar Alpha Star Fund LLC ("Alpha Star Fund"), Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Purpose Alternative Credit Fund - T LLC ("Purpose Credit Fund - T"), all Delaware limited liability companies; collectively (the "Magnetar Funds"). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds' accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The administrative manager of Supernova Management is Mr. Snyderman.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c)	Citizenship: Place of Organization. i) Magnetar Financial is a Delaware limited liability company; ii) Magnetar Capital Partners is a Delaware limited partnership; iii) Supernova Management is a Delaware limited liability company; and iv) Mr. Snyderman is a citizen of the United States of America.
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001
(e)	CUSIP No.: G63212107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of December 31, 2025, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman held 269,016 Shares. The amount consists of (A) 62,501 Shares held for the account of Constellation Master Fund; (B) 46,196 Shares held for the account of Lake Credit Fund; (C) 43,479 Shares held for the account of Structured Credit Fund; (D) 40,759 Shares held for the account of Xing He Master Fund; (E) 27,173 Shares held for the account of Alpha Star Fund; (F) 24,455 Shares held for the account of Purpose Credit Fund; (G) 19,020 Shares held for the account of SC Fund; and (H) 5,433 Shares held for the account of Purpose Credit Fund - T LLC. The Shares held by the Magnetar Funds represent approximately 0.94% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
(b)	Percent of class: As of December 31, 2025, each of the Reporting Persons were deemed to be the beneficial owner constituting approximately 0.94% of the total number of shares outstanding (based upon the information provided by the Issuer in its 10-Q filed with the SEC on February 17, 2026, there were approximately 28,750,000 Shares outstanding).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 269,016
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 269,016
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MAGNETAR FINANCIAL LLC

Signature:	/s/ Hayley Stein
Name/Title:	Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:	02/17/2026

MAGNETAR CAPITAL PARTNERS LP

Signature:	/s/ Hayley Stein
Name/Title:	Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:	02/17/2026

SUPERNOVA MANAGEMENT LLC

Signature:	/s/ Hayley Stein
Name/Title:	Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:	02/17/2026

DAVID J. SNYDERMAN

Signature:	/s/ Hayley Stein
Name/Title:	Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:	02/17/2026

Comments accompanying signature: MAGNETAR FINANCIAL LLC BY: Magnetar Capital Partners LP, its Sole Member BY: Supernova Management LLC, its General Partner MAGNETAR CAPITAL PARTNERS LP By: Supernova Management LLC, its General Partner

Exhibit Information

99.1 Joint Filing Agreement, dated as of February 17, 2026, among the Reporting Persons. 99.2 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on February 17, 2026.

FAQ

How many M3-Brigade (MBAV) shares do the Magnetar entities beneficially own?

The Magnetar entities report beneficial ownership of 269,016 Class A ordinary shares of M3-Brigade Acquisition V Corp. This position is spread across multiple Magnetar-managed funds and represents a relatively small stake in the company’s total outstanding shares.

What percentage of M3-Brigade (MBAV) does Magnetar’s 269,016 shares represent?

Magnetar’s 269,016 Class A shares represent approximately 0.94% of the outstanding class. This percentage is calculated using about 28,750,000 Class A shares outstanding, based on information provided by the company in a recent quarterly report.

Which Magnetar-related entities report ownership in M3-Brigade (MBAV)?

The reporting parties are Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman. Magnetar Financial acts as investment adviser to several Magnetar funds that actually hold the shares, with the other entities positioned as parent and control entities.

How is voting and investment power over M3-Brigade (MBAV) shares structured for Magnetar?

The Magnetar filers report no sole voting or dispositive power over the shares. Instead, they disclose shared power to vote and dispose of 269,016 Class A shares, reflecting coordinated control through Magnetar Financial and its related holding and management entities.

Are Magnetar’s M3-Brigade (MBAV) holdings intended to influence control of the company?

The reporting parties certify the shares were acquired and are held in the ordinary course of business. They state the holdings were not acquired and are not held for the purpose of changing or influencing control of M3-Brigade Acquisition V Corp.

Which funds actually hold M3-Brigade (MBAV) shares for Magnetar?

The shares are held for several Magnetar-managed funds, including Magnetar Constellation Master Fund, Xing He Master Fund, Purpose Alternative Credit funds, SC Fund, Structured Credit Fund, Alpha Star Fund, and Lake Credit Fund. Together these funds account for the full 269,016-share position.