Mentor Capital (MNTR) CEO reports stock and preferred buys in Form 4 filing

Rhea-AI Filing Summary

Mentor Capital, Inc. insider Chester Billingsley, the chief executive officer, director, and a more than 10% owner, reported purchases of both preferred and common stock. On January 12, 2026, he bought 1,200 shares of common stock at $0.088 per share, bringing his directly held common stock to 3,161,496 shares.

On the same date, he also acquired 11 Series Q Convertible Preferred Shares from a third party for a total of $204,488.40, or $18,589.85 per share. According to the filing, these 11 Series Q Preferred Shares were eligible as of December 31, 2025 to be converted into 2,592,159 common shares, can be converted at no additional cost, and have no expiration date. He also directly holds 47,274 Series D warrants exercisable for common stock.

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)
01/12/2026

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	01/12/2026		P		1,200	A	$0.088	3,161,496	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 Q Preferred Shares(1)	(2)	01/12/2026(1)		P		11		(2)	(2)	Common Stock	2,592,159(3)	$18,589.85(1)	11	D
Series D Warrants	$0.02							04/11/2000	05/11/2038	Common Stock	47,274		47,274	D

Explanation of Responses:

1. The reporting person acquired 11 Series Q Convertible Preferred Shares on January 12, 2026 from a third party for a total of $204,488.40 at $18,589.85 per share.

2. 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.

3. 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	01/14/2026
	** 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 in this Form 4?

The Form 4 reports that Chester Billingsley purchased 1,200 shares of Mentor Capital common stock at $0.088 per share and acquired 11 Series Q Convertible Preferred Shares for a total of $204,488.40 at $18,589.85 per share on January 12, 2026.

How many Mentor Capital (MNTR) common shares does the reporting person own after this filing?

After the reported transaction, Chester Billingsley directly owns 3,161,496 shares of Mentor Capital common stock, according to the filing.

What are the terms of Mentor Capitals Series Q Convertible Preferred Shares mentioned in the Form 4?

The Series Q Preferred Shares are convertible into common stock at the option of the holder at no additional cost and have no expiration date. The conversion is based on a Series Q Conversion Value divided by a Conversion Price defined in the companys Certificate of Designation.

How many common shares could the 11 Series Q Preferred Shares convert into for Mentor Capital (MNTR)?

The filing states that, as of December 31, 2025, the 11 Series Q Convertible Preferred Shares were eligible to be converted into 2,592,159 shares of Mentor Capital common stock, based on the then-applicable conversion metrics.

What derivative securities related to Mentor Capital (MNTR) does the insider hold?

In addition to the 11 Series Q Convertible Preferred Shares, Chester Billingsley directly holds 47,274 Series D Warrants, which are exercisable for Mentor Capital common stock with an exercise price of $0.02 per share and an expiration date of May 11, 2038.

What roles does the reporting person hold at Mentor Capital (MNTR)?

The reporting person, Chester Billingsley, is identified as a director, chief executive officer, and a more than 10% owner of Mentor Capital, Inc.