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

On April 20, 2022, Ronald E. F. Codd informed Mandiant, Inc. (the "Company") that he will not stand for re-election to the board of directors of the Company (the "Board") at the Company's 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting"). Mr. Codd's decision was not based on any disagreement with the Company or management. Mr. Codd has been a member of the Board since 2012 and will remain on the Board until the 2022 Annual Meeting. The Company extends its sincere thanks and deep appreciation to Mr. Codd for his nearly 10 years of dedicated service to the Board and for his contributions to the Company.

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