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

Rhea-AI Filing Summary

Mentor Capital, Inc.'s chief executive officer, director, and 10% owner Chester Billingsley reported open-market purchases of the company’s common stock. On February 6, 2026 he bought 800 shares at $0.091 each, and on February 9, 2026 he bought 1,198 shares at $0.089, bringing his directly held common stock to 3,174,296 shares.

He also reports derivative holdings. Series D warrants are exercisable at $0.02 per share for 47,274 shares of common stock from April 11, 2000 until May 11, 2038. In addition, 11 Series Q preferred shares were eligible on December 31, 2025 to convert, at no additional cost, into 2,592,159 shares of common stock under a formula tied to asset value and the common stock’s closing price.

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

OMB APPROVAL

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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)
02/06/2026

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	02/06/2026		P		800	A	$0.091	3,173,098	D
Common Stock	02/09/2026		P		1,198	A	$0.089	3,174,296	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	02/10/2026
	** 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 did Mentor Capital (MNTR) report for February 2026?

Mentor Capital reported that CEO Chester Billingsley bought 800 common shares at $0.091 on February 6, 2026 and 1,198 shares at $0.089 on February 9, 2026. After these open-market purchases, he directly owned 3,174,296 shares of Mentor Capital common stock.

How many Mentor Capital (MNTR) shares does the CEO own after the reported trades?

After the reported trades, CEO Chester Billingsley directly owned 3,174,296 Mentor Capital common shares. This figure reflects his holdings following purchases of 800 shares on February 6, 2026 and 1,198 shares on February 9, 2026, as disclosed in the insider ownership table.

What are the terms of the Mentor Capital Series D warrants held by the CEO?

The Series D warrants held by the CEO are exercisable at $0.02 per share. They cover 47,274 shares of Mentor Capital common stock and are exercisable beginning April 11, 2000 through an expiration date of May 11, 2038, according to the derivative securities disclosure.

How is Mentor Capital’s Series Q Preferred Stock convertible into common shares?

Series Q Preferred Stock is convertible into common stock at the holder’s option without additional cost. Conversion uses a formula: Series Q Conversion Value divided by the Conversion Price, which is 105% of the common stock closing price on a designated date, recalculated at least quarterly by the company.

How many Mentor Capital (MNTR) common shares were 11 Series Q preferred shares eligible to convert into?

On December 31, 2025, 11 Series Q Convertible Preferred Shares were eligible to convert into 2,592,159 Mentor Capital common shares. This conversion amount reflects the company’s formula using Core Q Holdings Asset Value and the common stock’s closing price as defined in the Certificate of Designation.

Does Mentor Capital’s Series Q Preferred Stock have an expiration date?

The Series Q Preferred Shares have no expiration date. They are convertible into fully paid and nonassessable common shares at the holder’s option any time after issuance and before any redemption by the company, using the specified conversion value and price formula described in the designation.