Texas Mineral Resources (TMRC) major holder NTEC updates 13D with 12% stake and October share sales

Rhea-AI Filing Summary

Texas Mineral Resources Corp. (TMRC) received an updated Schedule 13D/A from Navajo Transitional Energy Company, LLC (NTEC) and related reporting persons outlining their current ownership and recent trading in the company’s common stock. The filing states that the group’s Schedule 13D/A relates to 9,701,257 shares of common stock, representing approximately 12% of TMRC’s 81,335,813 shares outstanding as of November 25, 2025.

NTEC is reported as beneficially owning 9,361,883 shares, or 11.5% of the outstanding common stock, all with shared voting and dispositive power. Individually, LaVern K. Lund is reported as beneficially owning 9,537,968 shares (11.7%), and Peter Denetclaw Jr. 9,525,172 shares (11.7%), each combining personal holdings with shared power over NTEC’s shares.

The amendment also discloses that NTEC sold a total of 750,000 TMRC shares in open‑market transactions on October 28–30, 2025, at per‑share prices of $1.3080, $1.1310, and $1.0385, and notes that there were no other purchases or sales by NTEC, Mr. Lund, or Mr. Denetclaw during the prior 60 days.

Insights

Equity ownership and governance analyst

TMRC’s major holder updates its 13D, keeping ~12% stake after selling 750k shares.

The amendment shows that Navajo Transitional Energy Company, LLC (NTEC) and two affiliated individuals continue to hold a significant position in Texas Mineral Resources Corp.. The Schedule 13D/A now covers 9,701,257 shares of common stock, about 12% of the 81,335,813 shares outstanding as of November 25, 2025. This confirms that the reporting group remains a large shareholder with potential influence, given their double‑digit percentage interest.

NTEC itself is reported as beneficially owning 9,361,883 shares, or 11.5% of TMRC’s outstanding common stock, entirely through shared voting and dispositive power. LaVern K. Lund and Peter Denetclaw Jr. each report personal shareholdings plus shared power over NTEC’s stake, resulting in reported beneficial ownership of 9,537,968 and 9,525,172 shares respectively (both about 11.7%). This structure underscores that control over the position is concentrated among these parties.

The filing also details that NTEC sold 750,000 shares in three open‑market trades on October 28–30, 2025, at per‑share prices of $1.3080, $1.1310, and $1.0385. Even after these sales, the group’s reported ownership percentage remains above 10%, which keeps them in the large‑holder category and continues to require ongoing beneficial ownership reporting in future company filings.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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, CO, 87401
505-787-9299

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

11/28/2025

(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 9,361,883.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,361,883.00

11

Aggregate amount beneficially owned by each reporting person

9,361,883.00

12

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

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Navajo Transitional Energy Company, LLC 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 9,361,883.00
9	Sole Dispositive Power 176,085.00
10	Shared Dispositive Power 9,361,883.00

11

Aggregate amount beneficially owned by each reporting person

9,537,968.00

12

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

13

Percent of class represented by amount in Row (11)

11.7 %

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 9,361,883.00
9	Sole Dispositive Power 163,289.00
10	Shared Dispositive Power 9,361,883.00

11

Aggregate amount beneficially owned by each reporting person

9,525,172.00

12

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

13

Percent of class represented by amount in Row (11)

11.7 %

14

Type of Reporting Person (See Instructions)

IN

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: 527 21st Street, #44, Galveston, TEXAS , 77550.
Item 1 Comment: This Amendment No. 4 (Amendment No. 4") 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 filed on January 30, 2025, by Amendment No. 2 filed on February 3, 2025, and by Amendment No.3 filed on October 22, 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, Amendment No. 2, and Amendment No. 3 is referred to herein as the "Amended Schedule 13D", and the Amended Schedule 13D, as amended by this Amendment No. 4, is referred to herein as the "Schedule 13D/A. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Amended Schedule 13D. This Amendment No. 4 amends Item 5 as set forth below.
Item 5.	Interest in Securities of the Issuer
(a)	The first two sentences of 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 9,701,257 shares of Common Stock, constituting approximately 12% 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 81,335,813 shares of Common Stock outstanding as of November 25, 2025, as reported in the Annual Report of the Issuer on Form 10-K for the fiscal year ended August 31, 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 9,361,883 shares of Common Stock, equal to 11.5% 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: 9,361,883 shares iii) Sole power to dispose or direct the disposition: 0 iv) Shared power to dispose or direct the disposition: 9,361,883 shares LaVern K. Lund: As of the date hereof, Mr. Lund may be deemed to be the beneficial owner of 9,537,968 shares of Common Stock, equal to 11.7% 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: 9,361,883 shares iii) Sole power to dispose or direct the disposition: 176,085 shares iv) Shared power to dispose or direct the disposition: 9,361,883 shares Peter Denetclaw, Jr.: As of the date hereof, Mr. Denetclaw may be deemed to be the beneficial owner of 9,525,172 shares of Common Stock, equal to 11.7% 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: 9,361,883 shares iii) Sole power to dispose or direct the disposition: 163,289 shares iv) Shared power to dispose or direct the disposition: 9,361,883 shares
(c)	Item 5(c) is amended and restated in its entirety to read as follows: Navajo Transitional Energy Company, LLC sold 750,000 shares of Common Stock in open market brokerage transactions in three transactions as follows: i. On October 28, 2025, 69,631 shares of Common Stock at a selling price of $1.3080 per share; ii. On October 29, 2025, 315,369 shares of Common Stock at a selling price of $1.1310 per share; iii. On October 30, 2025 365,000 shares of Common Stock at a selling price of $1.0385 per share; No other transactions in shares of Common Stock were purchased or sold by NTEC, Mr. Lund, or Mr. Denetclaw during the past 60 days.

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:	12/02/2025

Lund LaVern K

Signature:	LaVern K Lund
Name/Title:	LaVern K Lund
Date:	12/02/2025

Denetclaw Peter Jr.

Signature:	Peter Denetclaw Jr.
Name/Title:	Peter Denetclaw Jr.
Date:	12/02/2025

FAQ

How many Texas Mineral Resources (TMRC) shares does the reporting group hold in this Schedule 13D/A?

The Schedule 13D/A states that it relates to 9,701,257 shares of Texas Mineral Resources common stock, representing approximately 12% of the company’s currently outstanding shares.

What percentage of Texas Mineral Resources (TMRC) does Navajo Transitional Energy Company, LLC own?

Navajo Transitional Energy Company, LLC is reported as the beneficial owner of 9,361,883 TMRC shares, equal to about 11.5% of the outstanding common stock based on 81,335,813 shares outstanding as of November 25, 2025.

What are the reported holdings of LaVern K. Lund and Peter Denetclaw Jr. in TMRC?

The filing reports that LaVern K. Lund beneficially owns 9,537,968 TMRC shares (about 11.7%), while Peter Denetclaw Jr. beneficially owns 9,525,172 shares (also about 11.7%), combining their personal holdings with shared power over NTEC’s shares.

How many Texas Mineral Resources shares did NTEC recently sell and at what prices?

NTEC sold a total of 750,000 TMRC shares in open‑market brokerage transactions: 69,631 shares at $1.3080 per share on October 28, 2025; 315,369 shares at $1.1310 per share on October 29, 2025; and 365,000 shares at $1.0385 per share on October 30, 2025.

What share count did the Schedule 13D/A use for Texas Mineral Resources’ outstanding stock?

The filing states that TMRC had 81,335,813 shares of common stock outstanding as of November 25, 2025, as reported in the company’s Annual Report on Form 10‑K for the fiscal year ended August 31, 2025.

Did the reporting persons disclose any other TMRC share transactions in the last 60 days?

The Schedule 13D/A specifies that, aside from NTEC’s sale of 750,000 shares in October 2025, no other purchases or sales of TMRC common stock were made by NTEC, LaVern K. Lund, or Peter Denetclaw Jr. during the past 60 days.