Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Kittrell Grady 2. Issuer Name and Ticker or Trading Symbol MGT CAPITAL INVESTMENTS, INC. [MGTI] 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) 1310 CORDOVA ROAD 3. Date of Earliest Transaction (Month/Day/Year) 09/22/2025 (Street) FORT LAUDERDALE,, FL 33316 4. If Amendment, Date Original Filed (Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 Common Stock 09/22/2025 P(1) 500,000,000 A (1) 1,850,000,000 I By Project Nickel LLC(3) Common Stock 09/22/2025 P(2) 650,000,000 A (2) 2,500,000,000 I By Project Nickel LLC(3) Common Stock 200,000 D

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

8% Secured Convertible Note due 12/31/2027

$0.001

09/22/2025

P(1)

$1,220,240,000

(4)

(4)

Common Stock

1,220,240,000

(1)

1,220,240,000

I

By Project Nickel LLC(3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kittrell Grady 1310 CORDOVA ROAD FORT LAUDERDALE,, FL 33316		X
Project Nickel LLC 1310 CORDOVA ROAD FORT LAUDERDALE,, FL 33316		X
DAXvest LLC 1310 CORDOVA ROAD FORT LAUDERDALE,, FL 33316		X

Signatures

/s/ Grady D. Kittrell		09/24/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Project Nickel LLC exchanged a promissory note with a $1,220,240 principal balance for (i) a new secured convertible note with identical principal, 8% interest, and a December 31, 2027 maturity, and (ii) 500,000,000 newly issued shares of Common Stock.
(2)	650,000 shares of Series D Preferred Stock, par value $0.001 per share, held by Project Nickel LLC were converted into 650,000,000 shares of Common Stock.
(3)	These securities are directly held by Project Nickel LLC. DAXvest LLC is the managing member of Project Nickel LLC and Mr. Kittrell is the sole member and manager of DAXvest LLC. DAXvest LLC and Mr. Kittrell disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(4)	The secured convertible note is convertible at any time until the note is no longer outstanding at a conversion price of $0.001 per share.

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