Mentor Capital (MNTR) CEO adds shares and holds large convertible preferred stake

Rhea-AI Filing Summary

Mentor Capital, Inc. Chief Executive Officer, director, and 10% owner Chester Billingsley reported open‑market purchases of the company’s common stock. He bought 2,000 shares at $0.09, 2 shares at $0.085, and 1,000 shares at $0.0848.

After these trades, he directly holds 3,172,298 common shares. He also holds Series D warrants exercisable for 47,274 common shares and 11 Series Q preferred shares that were eligible, as of December 31, 2025, to convert into 2,592,159 common shares at no additional cost.

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)
02/03/2026

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	02/03/2026		P		2,000	A	$0.09	3,171,296	D
Common Stock	02/04/2026		P		2	A	$0.085	3,171,298	D
Common Stock	02/05/2026		P		1,000	A	$0.0848	3,172,298	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	02/05/2026
	** 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).
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FAQ

What insider transactions did MNTR CEO Chester Billingsley report?

Chester Billingsley reported buying Mentor Capital common stock in three open‑market trades totaling 3,002 shares. The purchases were made at prices between $0.0848 and $0.09, increasing his directly held common shares to 3,172,298 after the reported transactions.

At what prices did the MNTR insider purchase Mentor Capital shares?

The insider purchased Mentor Capital common shares at $0.09, $0.085, and $0.0848 per share. These transactions reflect small open‑market buys of 2,000 shares, 2 shares, and 1,000 shares respectively, all reported as direct ownership on the Form 4 filing.

How many Mentor Capital shares does the MNTR CEO own after these trades?

After the reported trades, the CEO directly owns 3,172,298 Mentor Capital common shares. This figure reflects the cumulative position following purchases of 2,000 shares, 2 shares, and 1,000 shares disclosed in early February 2026 on the Form 4 insider report.

What derivative securities linked to MNTR does the insider hold?

The insider holds Series D warrants tied to 47,274 Mentor Capital common shares and Series Q preferred shares. Eleven Series Q preferred shares were eligible, as of December 31, 2025, to convert into 2,592,159 common shares at no additional cost to the holder.

What is the conversion feature of MNTR’s Series Q Preferred Shares?

Series Q Preferred Shares are convertible into Mentor Capital common stock at the holder’s option without extra cost. The conversion uses a formula based on Series Q Conversion Value and Conversion Price. As of December 31, 2025, 11 preferred shares could convert into 2,592,159 common shares.

Does the MNTR CEO’s Form 4 show direct or indirect ownership?

The Form 4 reports all listed common stock holdings as direct ownership by the CEO. The 3,172,298 common shares, 47,274 Series D warrant‑linked shares, and Series Q preferred shares convertible into 2,592,159 common shares are all shown with direct ownership and no indirect holding entity noted.