Form 4: Billingsley Chester reports purchase transactions in MNTR

Rhea-AI Filing Summary

Billingsley Chester reported open-market purchase transactions in a Form 4 filing for MNTR. The filing lists transactions totaling 2,550 shares at a weighted average price of $0.09 per share. Following the reported transactions, holdings were 3,176,846 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)
02/12/2026

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	02/12/2026		P		2,000	A	$0.089	3,176,296	D
Common Stock	02/17/2026		P		550	A	$0.088	3,176,846	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	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did MNTR CEO Chester Billingsley report?

Chester Billingsley reported two open-market purchases of Mentor Capital common stock. He bought 2,000 shares at $0.089 on February 12, 2026, and 550 shares at $0.088 on February 17, 2026, increasing his direct ownership stake.

How many MNTR shares does Chester Billingsley own after these trades?

After the reported open-market purchases, Chester Billingsley directly owns 3,176,846 shares of Mentor Capital common stock. This figure reflects his holdings immediately following the February 17, 2026 transaction disclosed in the Form 4 insider report.

What price did the MNTR insider pay for recently purchased shares?

The Mentor Capital insider paid $0.089 per share for 2,000 shares on February 12, 2026, and $0.088 per share for 550 shares on February 17, 2026. Both transactions were classified as open-market purchases of common stock.

What derivative securities linked to MNTR does Billingsley hold?

Billingsley holds 47,274 Series D warrants and 11 Series Q preferred shares. The Series D warrants are exercisable into Mentor Capital common stock, while the preferred shares are convertible into common stock under defined terms without additional cash cost to the holder.

How many MNTR common shares are tied to Billingsley’s Series Q preferred stock?

As of December 31, 2025, 11 Series Q convertible preferred shares held by Billingsley were eligible to convert into 2,592,159 shares of Mentor Capital common stock. The exact conversion amount depends on the Series Q Conversion Value and Conversion Price formula.

Do MNTR Series Q preferred shares have an expiration date?

The Series Q preferred shares have no expiration date. They are convertible into shares of Mentor Capital common stock at the holder’s option, subject to the company’s defined Series Q Conversion Value and Conversion Price calculations described in the designation.