MGT Capital Investments, Inc. has Series E Convertible Preferred Stock outstanding, each share representing 1,000 shares of common stock, par value $0.001. BRC Group Holdings, Inc., B. Riley Principal Capital, LLC and Bryant Riley (the reporting persons) collectively hold 1,625,000 Series E shares. These are convertible into an aggregate of 628,451,122.70 shares of common stock, but a 9.99% “Conversion E Limitation” restricts conversion so the reporting persons cannot beneficially own more than 9.99% of common shares then outstanding. Based on 6,290,802,029 common shares outstanding as of August 3, 2026, the reporting persons are deemed to beneficially own 628,451.12 common shares, representing 9.99% of the class, all with shared voting and dispositive power.
Positive
None.
Negative
None.
Key Figures
Series E Preferred Shares Held:1,625,000 sharesUnderlying Common Shares:628,451,122.70 sharesBeneficially Owned Common:628,451.12 shares+2 more
5 metrics
Series E Preferred Shares Held1,625,000 sharesSeries E Convertible Preferred Stock held in aggregate by the reporting persons
Underlying Common Shares628,451,122.70 sharesCommon stock underlying Series E Preferred Stock owned by the reporting persons
Beneficially Owned Common628,451.12 sharesCommon shares deemed beneficially owned due to the 9.99% Conversion E Limitation
Ownership Percentage9.99 %Percentage of MGT Capital common stock beneficially owned by the reporting persons
Shares Outstanding6,290,802,029 sharesMGT Capital common shares outstanding as of August 3, 2026
Key Terms
Series E Convertible Preferred Stock, Conversion E Limitation, beneficially own, shared dispositive power, +1 more
5 terms
Series E Convertible Preferred Stockfinancial
"Title of class of securities: Series E Convertible Preferred Stock, each representing 1,000 shares of Common Stock"
Series E convertible preferred stock is a class of investment shares issued in a later-stage financing round that behave like a hybrid between a safety-first claim and an option to become ordinary shares. Think of it as a VIP ticket that gives owners priority on payments and protections if things go wrong, but can be swapped for regular shares later—important to investors because it affects payout priority, potential dilution of ownership, voting power, and the company’s implied valuation.
Conversion E Limitationfinancial
"The Series E Preferred Stock may not be converted if this would violate the Conversion E Limitation"
beneficially ownfinancial
"would beneficially own more than 9.99% of the number of shares of Common Stock"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
What stake in MGTI does BRC Group Holdings and its affiliates report on this Schedule 13G?
BRC Group Holdings, B. Riley Principal Capital and Bryant Riley report beneficial ownership of 628,451.12 MGTI common shares, representing 9.99% of the outstanding common stock, all held through Series E Convertible Preferred Stock subject to a 9.99% ownership cap.
How many MGTI Series E Convertible Preferred shares do the reporting persons hold?
The reporting persons hold 1,625,000 shares of MGTI’s Series E Convertible Preferred Stock. Each preferred share is stated to be convertible into 1,000 shares of common stock, subject to the 9.99% Conversion E Limitation on beneficial ownership.
What is the Conversion E Limitation disclosed for MGTI’s Series E Preferred Stock?
The Conversion E Limitation prevents conversion of Series E Preferred Stock if, after conversion, the reporting person and its affiliates would beneficially own more than 9.99% of MGTI’s common stock then outstanding, effectively capping their convertible holdings at that level.
How many MGTI common shares underlie the Series E Preferred Stock held by the reporting persons?
The Series E Preferred Stock held by the reporting persons is stated to be convertible into 628,451,122.70 MGTI common shares in the aggregate. However, only 628,451.12 common shares are currently counted as beneficially owned due to the 9.99% cap.
What common share count is used to calculate the 9.99% ownership in MGTI?
The 9.99% beneficial ownership is calculated using 6,290,802,029 MGTI common shares outstanding as of August 3, 2026, as reported to the reporting persons by the issuer and referenced in the ownership discussion.
Do the reporting persons have shared or sole voting power over their MGTI position?
The reporting persons report 0 shares with sole voting or dispositive power and 628,451.12 shares with shared voting and shared dispositive power, reflecting coordinated control over the reported MGTI position.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MGT CAPITAL INVESTMENTS, INC.
(Name of Issuer)
Series E Convertible Preferred Stock, each representing 1,000 shares of Common Stock, par value $0.001
(Title of Class of Securities)
55302P202
(CUSIP Number)
07/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
55302P202
1
Names of Reporting Persons
BRC Group Holdings, Inc.
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
628,451.12
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
628,451.12
9
Aggregate Amount Beneficially Owned by Each Reporting Person
628,451.12
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
Comment for Type of Reporting Person: (1) Represents shares of Series E Convertible Preferred Stock (the "Series E Preferred Stock"). Each share of the Series E Preferred Stock is convertible into 1,000 shares of the Company's common stock, par value $0.001 ("Common Stock"). The Series E Preferred Stock may not be converted if, after such conversion, the Reporting Person together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock then issued and outstanding (the "Conversion E Limitation").
(2) Based on 6,290,802,029 shares of Common Stock outstanding as of August 3, 2026, as reported to the Reporting Persons by the Issuer.
(3) Does not include 996,548.88 shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to the Conversion E Limitation.
SCHEDULE 13G
CUSIP Number(s):
55302P202
1
Names of Reporting Persons
B. Riley Principal Capital, 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
628,451.12
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
628,451.12
9
Aggregate Amount Beneficially Owned by Each Reporting Person
628,451.12
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)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) Represents shares of Series E Convertible Preferred Stock (the "Series E Preferred Stock"). Each share of the Series E Preferred Stock is convertible into 1,000 shares of the Company's common stock, par value $0.001 ("Common Stock"). The Series E Preferred Stock may not be converted if, after such conversion, the Reporting Person together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock then issued and outstanding (the "Conversion E Limitation").
(2) Based on 6,290,802,029 shares of Common Stock outstanding as of August 3, 2026, as reported to the Reporting Persons by the Issuer.
(3) Does not include 996,548.88 shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to the Conversion E Limitation.
SCHEDULE 13G
CUSIP Number(s):
55302P202
1
Names of Reporting Persons
Bryant Riley
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
628,451.12
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
628,451.12
9
Aggregate Amount Beneficially Owned by Each Reporting Person
628,451.12
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Represents shares of Series E Convertible Preferred Stock (the "Series E Preferred Stock"). Each share of the Series E Preferred Stock is convertible into 1,000 shares of the Company's common stock, par value $0.001 ("Common Stock"). The Series E Preferred Stock may not be converted if, after such conversion, the Reporting Person together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock then issued and outstanding (the "Conversion E Limitation").
(2) Based on 6,290,802,029 shares of Common Stock outstanding as of August 3, 2026, as reported to the Reporting Persons by the Issuer.
(3) Does not include 996,548.88 shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to the Conversion E Limitation.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
MGT CAPITAL INVESTMENTS, INC.
(b)
Address of issuer's principal executive offices:
50 Montreal Ave. Suite 133, Melbourne, Florida 32935
Item 2.
(a)
Name of person filing:
BRC Group Holdings, Inc., a Delaware corporation ("BRC"), B. Riley Principal Capital, LLC, a Delaware limited liability company ("BRPC"), Bryant Riley is an individual ("Riley"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
11100 Santa Monica Blvd. Suite 800, Los Angeles, CA 90025
(c)
Citizenship:
BRC and BRPC are organized under the laws of the State of Delaware. Riley is a citizen of the United State of America.
(d)
Title of class of securities:
Series E Convertible Preferred Stock, each representing 1,000 shares of Common Stock, par value $0.001
(e)
CUSIP Number(s):
55302P202
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:
(1) As of the date hereof, BRPC holds 1,625,000 shares of the Company's Series E Preferred Stock (the "Series E Preferred Stock"). Each share of the Series E Preferred Stock is convertible into 1,000 shares of the Company's common stock, par value $0.001 ("Common Stock"). The Series E Preferred Stock may not be converted if, after such conversion, the Reporting Person together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock then issued and outstanding (the "Conversion E Limitation"). As of the date hereof, the Conversion E Limitation limits the aggregate conversion of Series E Preferred Stock held by the Reporting Persons to 628,451.12 out of the 628,451,122.70 shares of Common Stock underlying the Series E Preferred Stock owned by the Reporting Persons in the aggregate.
(2) As of the date hereof, BRC, majority holder of B. Riley Securities Holdings, Inc. ("BRSH"), which is the parent company of BRPC, may be deemed to hold 1,625,000 shares of the Company's Series E Preferred Stock. Each share of the Series E Preferred Stock is convertible into 1,000 shares of the Company's Common Stock. The Series E Preferred Stock may not be converted if, after such conversion, the Reporting Person together with its affiliates, would violate the Conversion E Limitation. As of the date hereof, the Conversion E Limitation limits the aggregate conversion of Series E Preferred Stock held by the Reporting Persons to 628,451.12 out of the 628,451,122.70 shares of Common Stock underlying the Series E Preferred Stock owned by the Reporting Persons in the aggregate.
(3) As of the date hereof, Riley may be deemed to hold 1,625,000 shares of the Company's Series E Preferred Stock. Each share of the Series E Preferred Stock is convertible into 1,000 shares of the Company's Common Stock. The Series E Preferred Stock may not be converted if, after such conversion, the Reporting Person together with its affiliates, would violate the Conversion E Limitation. As of the date hereof, the Conversion E Limitation limits the aggregate conversion of Series E Preferred Stock held by the Reporting Persons to 628,451.12 out of the 628,451,122.70 shares of Common Stock underlying the Series E Preferred Stock owned by the Reporting Persons in the aggregate.
(b)
Percent of class:
The information contained on the cover pages to this filing is incorporated by reference herein.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information contained on the cover pages to this filing is incorporated by reference herein.
(ii) Shared power to vote or to direct the vote:
The information contained on the cover pages to this filing is incorporated by reference herein.
(iii) Sole power to dispose or to direct the disposition of:
The information contained on the cover pages to this filing is incorporated by reference herein.
(iv) Shared power to dispose or to direct the disposition of:
The information contained on the cover pages to this filing is incorporated by reference herein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
BRPC is a subsidiary of B. Riley Securities Holdings, Inc. ("BRSH"). BRSH is majority owned by BRC.
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 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.
