Mentor Capital (MNTR) CEO and 10% owner reports insider share purchases

Rhea-AI Filing Summary

Mentor Capital, Inc. director, chief executive officer, and 10% owner Chester Billingsley reported small open-market purchases of the company’s common stock. He bought 600 shares on January 26, 2026 at $0.0845 per share and 1,400 shares on January 27, 2026 at $0.0849 per share, bringing his directly held common shares to 3,167,296.

He also directly holds 47,274 Series D Warrants exercisable for common stock from April 11, 2000 until May 11, 2038, and Series Q Preferred Shares that are convertible into common stock at no additional cost. As of December 31, 2025, 11 Series Q Convertible Preferred Shares were eligible to be converted into 2,592,159 common 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)
01/26/2026

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	01/26/2026		P		600	A	$0.0845	3,165,896	D
Common Stock	01/27/2026		P		1,400	A	$0.0849	3,167,296	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	01/28/2026
	** 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) CEO Chester Billingsley report?

Chester Billingsley reported two open-market purchases of Mentor Capital common stock. He bought 600 shares on January 26, 2026 at $0.0845 per share and 1,400 shares on January 27, 2026 at $0.0849 per share, increasing his directly held position.

How many Mentor Capital (MNTR) common shares does Chester Billingsley now directly own?

After the reported transactions, Chester Billingsley directly owns 3,167,296 Mentor Capital common shares. This figure comes from the Form 4 table showing the amount of securities beneficially owned following the January 27, 2026 purchase transaction.

What Series D Warrants does Chester Billingsley hold in Mentor Capital (MNTR)?

Chester Billingsley holds 47,274 Series D Warrants directly. These warrants are exercisable for Mentor Capital common stock from April 11, 2000 until May 11, 2038, according to the derivative securities section of the filing.

How are Mentor Capital (MNTR) Series Q Preferred Shares convertible into common stock?

Series Q Preferred Stock is convertible into common stock at the holder’s option, at no additional cost. The number of common shares received is determined by dividing the Series Q Conversion Value by the Conversion Price in effect, as defined in the Certificate of Designation.

How many Mentor Capital (MNTR) common shares were tied to Series Q Preferred Shares as of December 31, 2025?

As of December 31, 2025, 11 Series Q Convertible Preferred Shares were eligible to be converted into 2,592,159 shares of Mentor Capital common stock. This relationship is explicitly described in the explanatory footnotes to the Form 4.