Mentor Capital (MNTR) CEO converts Series Q preferred into 5.9M common shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Mentor Capital, Inc. Chief Executive Officer Chester Billingsley significantly increased his direct common stock holdings through a preferred share conversion and a small open-market purchase. On April 3, 2026, he converted 11 Series Q Convertible Preferred Shares into 5,906,107 shares of common stock at a stated common stock price of $0.0588 per share, bringing his direct common stock position to 9,106,506 shares.

Those 11 preferred shares had previously been purchased on January 12, 2026 for a total of $204,488 at $18,590 per preferred share, with conversion terms defined in the Series Q Certificate of Designation. On April 7, 2026, he then made an additional open-market purchase of 897 common shares at $0.063 per share, raising his direct common stock ownership to 9,107,403 shares.

Insider Trade Summary

Net Buyer: 897 shares ($57)

Net Buy 3 txns

Insider Billingsley Chester

Role Chief Executive Officer

Bought 897 shs ($56.51)

Type	Security	Shares	Price	Value
Purchase	Common Stock	897	$0.063	$56.51
Conversion	Series Q Preferred Shares	11	$0.0588	$0.65
Conversion	Common Stock	5,906,107	$0.00	--

Holdings After Transaction: Common Stock — 9,107,403 shares (Direct); Series Q Preferred Shares — 0 shares (Direct)

Footnotes (1)

On January 12, 2026, the Reporting Person purchased 11 Series Q Convertible Preferred Shares of the Company from a third party for a total of $204,488 at $18,590 per share. The Series Q Preferred Shares have no expiration date and can be converted into Common Stock at no additional cost. The per share Series Q Conversion Value is defined in the Certificate of Designation. 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 to Series Q holders. On April 3, 2026, 11 Series Q Convertible Preferred Shares were eligible to be converted into 5,906,107 shares of the Company's Common Stock. On April 3, 2026, 11 Series Q Convertible Preferred Shares were converted by Reporting Person into 5,906,107 shares of the Company's Common Stock at the Series Q Conversion Value of $347,279.12 for 11 Series Q Convertible Preferred Shares at a Common Stock Price of $0.0588 per Common Share.

Key Figures

Series Q preferred purchased: 11 shares Series Q purchase price: $18,590 per share Common from conversion: 5,906,107 shares +4 more

7 metrics

Series Q preferred purchased 11 shares Bought January 12, 2026 for $204,488 total

Series Q purchase price $18,590 per share Price paid for each Series Q Preferred Share

Common from conversion 5,906,107 shares Common stock received on April 3, 2026 from converting 11 Series Q

Conversion common price $0.0588 per share Stated common stock price used in the April 3, 2026 conversion

Conversion value $347,279.12 Series Q Conversion Value for 11 preferred shares on April 3, 2026

Open-market purchase 897 shares at $0.063 Common stock bought on April 7, 2026

Direct common holdings after 9,107,403 shares Total common stock owned directly after April 7, 2026 trade

Key Terms

Series Q Convertible Preferred Shares, Series Q Conversion Value, Core Q Holdings Asset Value, Conversion Price, +1 more

5 terms

Series Q Convertible Preferred Shares financial

"On January 12, 2026, the Reporting Person purchased 11 Series Q Convertible Preferred Shares of the Company"

Series Q Conversion Value financial

"The per share Series Q Conversion Value is defined in the Certificate of Designation."

Core Q Holdings Asset Value financial

"The per share Series Q Conversion Value shall be equal to the quotient of the Core Q Holdings Asset Value"

Conversion Price financial

"The Conversion Price of the Series Q Preferred Stock shall be at the product of one hundred and five percent"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

Certificate of Designation regulatory

"The per share Series Q Conversion Value is defined in the Certificate of Designation."

Form 4 Insider Transactions: What Each Field Means →

04/07/2026 - 03:14 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

TEXAS

75093

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/03/2026		C⁽¹⁾		5,906,107	A	⁽¹⁾	9,106,506	D
Common Stock	04/07/2026		P		897	A	$0.063	9,107,403	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series Q Preferred Shares	⁽¹⁾	04/03/2026		C⁽¹⁾			11⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	5,906,107	$0.0588⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. On January 12, 2026, the Reporting Person purchased 11 Series Q Convertible Preferred Shares of the Company from a third party for a total of $204,488 at $18,590 per share. The Series Q Preferred Shares have no expiration date and can be converted into Common Stock at no additional cost. The per share Series Q Conversion Value is defined in the Certificate of Designation. 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 to Series Q holders. On April 3, 2026, 11 Series Q Convertible Preferred Shares were eligible to be converted into 5,906,107 shares of the Company's Common Stock.

2. On April 3, 2026, 11 Series Q Convertible Preferred Shares were converted by Reporting Person into 5,906,107 shares of the Company's Common Stock at the Series Q Conversion Value of $347,279.12 for 11 Series Q Convertible Preferred Shares at a Common Stock Price of $0.0588 per Common Share.

	/s/ Chester Billingsley	04/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Mentor Capital (MNTR) CEO Chester Billingsley report?

Chester Billingsley reported a major preferred-to-common stock conversion and a small open-market purchase. He converted 11 Series Q Preferred Shares into 5,906,107 common shares, then bought 897 additional common shares, all held directly after these April 2026 transactions.

How many Mentor Capital (MNTR) shares does the CEO hold after these Form 4 transactions?

After the reported transactions, Chester Billingsley directly holds 9,107,403 common shares of Mentor Capital. This total reflects the conversion of 11 Series Q Preferred Shares into 5,906,107 common shares plus an open-market purchase of 897 common shares on April 7, 2026.

What were the terms of the Series Q Preferred conversion at Mentor Capital (MNTR)?

Eleven Series Q Preferred Shares were converted into 5,906,107 common shares at $0.0588 per common share. The Series Q Conversion Value totaled $347,279.12 for the 11 preferred shares, with detailed mechanics defined in the Series Q Certificate of Designation.

How much did the Mentor Capital (MNTR) CEO pay for the Series Q Preferred Shares?

Chester Billingsley paid $204,488 for 11 Series Q Convertible Preferred Shares on January 12, 2026. The purchase price was $18,590 per preferred share from a third party, prior to their April 3, 2026 conversion into common stock.

Did the Mentor Capital (MNTR) CEO buy common stock on the open market?

Yes, the CEO made an open-market purchase of Mentor Capital common stock. On April 7, 2026, he acquired 897 common shares at a price of $0.063 per share, increasing his direct holdings after the earlier preferred share conversion.