{"url_path":"/sec/mgti/8-k/2026-07-06/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1001601/0001493152-26-032207-index.html","accession_number":"0001493152-26-032207","cik":"0001001601","ticker":"MGTI","issuer_name":"MGT CAPITAL INVESTMENTS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1001601/0001493152-26-032207-index.html","primary_entity_key":"0001001601","primary_entity_name":"MGT CAPITAL INVESTMENTS, INC."},"word_count":254,"has_tables":true,"body_markdown":"** **\n\n**Item\n5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n \n\nOn\nJuly 6, 2026, pursuant to Article III, Sections 2 and 11 of the Amended and Restated By-Laws of the Company, the sole remaining member\nof the Board of Directors (the “Board”) executed a written consent to expand the fixed size of the Board from one (1) member\nto three (3) members, and filled the resulting corporate vacancies by electing Jonathan M. Pfohl and David M. Garrity as new members\nof the Board, effective immediately.\n\n* *\n\n*Appointment\nof Jonathan M. Pfohl*\n\n \n\nJonathan\nM. Pfohl, who currently serves as the Company’s Interim Chief Executive Officer and Chief Financial Officer, was appointed to serve\nas a member of the Board. Mr. Pfohl will hold office until the next annual meeting of stockholders and until his successor is duly elected\nand qualified.\n\n* *\n\n*Appointment\nof David M. Garrity*\n\n \n\nDavid\nM. Garrity was appointed as an independent member of the Board to hold office until the next annual meeting of stockholders and until\nhis successor is duly elected and qualified. The Board formally determined that Mr. Garrity qualifies as an “independent director”\nunder NASDAQ Listing Rule 5605(a)(2).\n\n \n\nThere\nare no family relationships between Mr. Garrity or Mr. Pfohl and any other director or executive officer of the Company. Except for the\nprivate placement transaction disclosed under Item 1.01 of this report, there are no transactions involving Mr. Garrity or Mr. Pfohl\nthat require disclosure under Item 404(a) of Regulation S-K."}