Mentor Capital (MNTR) CEO adds common shares and lists large convertible preferred stake

Rhea-AI Filing Summary

Mentor Capital, Inc. insider activity shows open‑market share purchases and sizable convertible holdings. Chief Executive Officer, director, and 10% owner Chester Billingsley bought 1,000 shares of common stock at $0.089 on January 20, 2026, 1,000 shares at $0.09 on January 21, 2026, and 1,800 shares at $0.087 on January 22, 2026. After these trades, he directly owned 3,165,296 common shares.

The filing also lists 47,274 Series D warrants with a $0.02 exercise price, exercisable into common stock from April 11, 2000 until May 11, 2038. In addition, 11 Series Q Preferred Shares were outstanding, which, as of December 31, 2025, were eligible to be converted into 2,592,159 common shares at no additional cost, with no stated expiration for the preferred shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Billingsley Chester

(Last) (First) (Middle)

5964 CAMPUS COURT

(Street)

PLANO TX 75093

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mentor Capital, Inc. [ MNTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	01/20/2026		P		1,000	A	$0.089	3,162,496	D
Common Stock	01/21/2026		P		1,000	A	$0.09	3,163,496	D
Common Stock	01/22/2026		P		1,800	A	$0.087	3,165,296	D

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 Securities Underlying Derivative Security (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: 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
Series D Warrants	$0.02							04/11/2000	05/11/2038	Common Stock	47,274		47,274	D
Series Q Preferred Shares	(1)							(1)	(1)	Common Stock	2,592,159(2)		11	D

Explanation of Responses:

1. Series Q Preferred Stock is convertible into Common Stock, at the option of the holder, at any time after the date of issuance of such share and prior to the of redemption of such share of Series Q Preferred Stock by the Company, into such number of fully paid and nonassessable shares of Common Stock as determined by dividing the Series Q Conversion Value by the Conversion Price at the time in effect for such share. The Series Q Preferred Shares can be converted into Common Stock at no additional cost. The Series Q Preferred Shares have no expiration date.

2. The per share Series Q Conversion Value, as defined in the Certificate of Designation, shall be calculated by the Company at least once each calendar quarter. The per share Series Q Conversion Value shall be equal to the quotient of the Core Q Holdings Asset Value divided by the number of issued and outstanding shares of Series Q Preferred Stock. The Conversion Price of the Series Q Preferred Stock shall be at the product of one hundred and five percent and the closing price of the Common Stock of the Company on a date designated and published by the Company. On December 31, 2025, 11 Series Q Convertible Preferred Shares were eligible to be converted into 2,592,159 shares of the Company's Common Stock.

	/s/ Chester Billingsley	01/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions were reported for MNTR in this Form 4?

The Form 4 reports that Chief Executive Officer and director Chester Billingsley purchased 1,000 MNTR common shares at $0.089 on January 20, 2026, 1,000 shares at $0.09 on January 21, 2026, and 1,800 shares at $0.087 on January 22, 2026 in open‑market transactions coded "P."

How many Mentor Capital (MNTR) shares does Chester Billingsley own after these trades?

Following the reported purchases, Chester Billingsley directly beneficially owned 3,165,296 shares of Mentor Capital, Inc. common stock.

What derivative securities tied to MNTR does the insider hold?

The filing shows Billingsley directly holds 47,274 Series D warrants with a $0.02 exercise price, exercisable into Mentor Capital common stock from April 11, 2000 until May 11, 2038.

What are the Series Q Preferred Shares and how many MNTR shares are underlying them?

Billingsley holds 11 Series Q Preferred Shares. As of December 31, 2025, these were eligible to be converted into 2,592,159 shares of Mentor Capital common stock, with conversion at no additional cost and no stated expiration for the preferred shares.

Who is the reporting person in this MNTR Form 4 and what is their role?

The reporting person is Chester Billingsley, who is listed as a director, Chief Executive Officer, and 10% owner of Mentor Capital, Inc.

Were the MNTR shares in this Form 4 held directly or indirectly?

All reported positions in common stock, Series D warrants, and Series Q Preferred Shares are shown as direct (D) beneficial ownership with no separate indirect ownership entity disclosed.