[SCHEDULE 13D/A] Texas Mineral Resources Corp. SEC Filing

Rhea-AI Filing Summary

Texas Mineral Resources Corp. (TMRC) received an amended Schedule 13D/A from Navajo Transitional Energy Company (NTEC) and two individuals updating ownership and intent. The filing reports that the group’s holdings relate to 10,451,257 shares of common stock, or approximately 13%, based on 80,735,812 shares outstanding as of October 15, 2025.

NTEC may be deemed to beneficially own 10,111,883 shares (12.5%) with shared voting and dispositive power. LaVern K. Lund may be deemed to beneficially own 10,287,968 shares (12.7%), including 176,085 shares with sole voting and dispositive power and the remainder shared through NTEC. Peter Denetclaw, Jr. may be deemed to beneficially own 10,275,172 shares (12.7%), including 163,289 shares with sole voting and dispositive power and the remainder shared through NTEC.

The amended Item 4 states the holders are pursuing plans to divest some or all of their TMRC holdings when market conditions are favorable and in accordance with applicable law.

Insights

Equity ownership & disclosure analyst

13D/A updates a ~13% stake and signals potential selling.

The amendment consolidates beneficial ownership across NTEC and two individuals, citing 13% of TMRC based on 80,735,812 shares outstanding as of October 15, 2025. NTEC’s portion is 10,111,883 shares (12.5%) with shared voting/dispositive power, while Messrs. Lund and Denetclaw each report modest sole holdings plus shared power via NTEC.

The updated purpose of transaction indicates plans to divest some or all holdings when market conditions are favorable and consistent with law. This language permits flexibility but does not commit to timing or size, leaving actual market impact dependent on future decisions and conditions.

Key figures are explicitly stated; no proceeds or sale mechanics are detailed. Subsequent filings may specify transaction details if divestments occur.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Texas Mineral Resources Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

882672108

(CUSIP Number)

Bernard Masters
4801 N. Butler Ave., Suite 12000
Farmington, NM, 87401
505-787-9299

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/20/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 882672108

1

Name of reporting person

Navajo Transitional Energy Company, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW MEXICO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,111,883.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,111,883.00

11

Aggregate amount beneficially owned by each reporting person

10,111,883.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Navajo Transitional Energy Company is a limited liability company formed under the laws of the Navajo Nation.

SCHEDULE 13D

CUSIP No. 882672108

1

Name of reporting person

Lund LaVern K

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 176,085.00
8	Shared Voting Power 10,111,883.00
9	Sole Dispositive Power 176,085.00
10	Shared Dispositive Power 10,111,883.00

11

Aggregate amount beneficially owned by each reporting person

10,287,968.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 882672108

1

Name of reporting person

Denetclaw Peter Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 163,289.00
8	Shared Voting Power 10,111,883.00
9	Sole Dispositive Power 163,289.00
10	Shared Dispositive Power 10,111,883.00

11

Aggregate amount beneficially owned by each reporting person

10,275,172.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.7 %

14

Type of Reporting Person (See Instructions)

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Texas Mineral Resources Corp.
(c)	Address of Issuer's Principal Executive Offices: 539 EL PASO STREET, 539 EL PASO STREET, SIERRA BLANCA, COLORADO , 79851.
Item 1 Comment: This Amendment No. 3 ("Amendment No. 3") amends and supplements the statements on Schedule 13D filed with the Securities and Exchange Commission ("SEC") on August 13, 2019 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on January 30, 2025 and by Amendment No. 2 filed on February 3, 2025, with respect to the Common Stock, par value $0.01 (the "Common Stock") of Texas Mineral Resources Corp., a Delaware corporation (the "Issuer"). The Original Schedule 13D, as amended by Amendment No. 1 and by Amendment No. 2, is referred to herein as the "Amended Schedule 13D", and the Amended Schedule 13D, as amended by this Amendment No. 3, is referred to herein as the "Schedule 13D/A. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Amended Schedule 13D. This Amendment No. 3 amends Items 4 and 5 as set forth below.
Item 4.	Purpose of Transaction
	The last sentence of Item 4 of the Amended Schedule 13D is hereby amended and restated in its entirety to read as follows: As part of this continuous review and in response to the increasingly favorable market conditions, NTEC is pursuing plans to proceed in the divestment of some or all of its investment in the Issuer when market conditions warrant such a transaction and in accordance with applicable law. Messrs. Lund and Denetclaw are similarly pursuing plans to proceed in divesting of some or all of their individual holdings of Common Stock of the Issuer upon favorable market conditions at their sole discretion.
Item 5.	Interest in Securities of the Issuer
(a)	(a) The first two sentences Item 5(a) are hereby amended and restated to read as follows: (a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D/A relates to is 10,451,257 shares of Common Stock, constituting of approximately 13% of the currently outstanding Common Stock of the Issuer. The aggregate number of and percentage of shares of Common Stock reported herein are based upon the 80,735,812 shares of Common Stock outstanding as of October 15, 2025, consisting of (i) 75,030,946 shares of Common Stock, as reported in the Quarterly Report of the Issuer on Form 10-Q for the fiscal quarter ended May 31, 2025, plus (ii) 3,660,000 shares of Common Stock, as reported in the Current Report of the Issuer on Form 8-K, filed with the SEC on August 11, 2025, plus (iii) 664,327 shares of Common Stock, as reported in the Current Report of the Issuer on form 8-K, filed with the SEC on September 19, 2025, and plus (iv) 1,380,539 shares of Common Stock, as reported in the Current Report of the Issuer on Form 8-K, as filed with the SEC on October 15, 2025.
(b)	Item 5(b) is amended and restated in its entirety to read as follows: NTEC: As of the date hereof, NTEC may be deemed to be the beneficial owner of 10,111,883 shares of Common Stock, equal to 12.5% of the outstanding Common Stock, as follows: i) Sole power to vote or direct the vote: 0 ii) Shared power to vote or direct the vote: 10,111,883 shares iii) Sole power to dispose or direct the disposition: 0 iv) Shared power to dispose or direct the disposition: 10,111,883 shares LaVern K. Lund: As of the date hereof, Mr. Lund may be deemed to be the beneficial owner of 10,287,968 shares of Common Stock, equal to 12.7% of the outstanding Common Stock, as follows: i) Sole power to vote or direct the vote: 176,085 shares ii) Shared power to vote or direct the vote: 10,111,883 shares iii) Sole power to dispose or direct the disposition: 176,085 shares iv) Shared power to dispose or direct the disposition: 10,111,883 shares Peter Denetclaw, Jr.: As of the date hereof, Mr. Denetclaw may be deemed to be the beneficial owner of 10,275,172 shares of Common Stock, equal to 12.7% of the outstanding Common Stock, as follows: i) Sole power to vote or direct the vote: 163,289 shares ii) Shared power to vote or direct the vote: 10,111,883 shares iii) Sole power to dispose or direct the disposition: 163,289 shares iv) Shared power to dispose or direct the disposition: 10,111,883 shares

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Navajo Transitional Energy Company, LLC

Signature:	LaVern K Lund
Name/Title:	Chief Executive Officer
Date:	10/22/2025

Lund LaVern K

Signature:	LaVern K Lund
Name/Title:	LaVern K Lund
Date:	10/22/2025

Denetclaw Peter Jr.

Signature:	Peter Denetclaw Jr.
Name/Title:	Peter Denetclaw Jr.
Date:	10/22/2025