Mentor Capital, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On December 14, 2023, our Chief Executive Officer, Chet Billingsley, exercised 2,000,000 Series D warrants at $0.02 per share. Mr. Billingsley paid the Company $40,000 in cash. This increased Mr. Billingsley’s share ownership by 2,000,000 common shares, increased the Company’s outstanding shares of common stock to 21,686,105, and decreased the Company’s outstanding Series D warrants to 4,250,000. The sale of 2,000,000 shares of common stock through the exercise of Series D warrants was made in reliance on 11 U.S.C. § 1145 and Section 3(a)(7) of the Securities Act of 1933, as amended.

On January 12, 2026, our Chief Executive Officer, Chet Billingsley, purchased 11 Series Q Convertible Preferred Shares of the Company from a third party in a private transaction for a total purchase price of $204,488 or $18,590 per share. Subsequent to the year-end, effective April 3, 2026, such 11 Series Q Convertible Preferred Shares were elected to be converted into 5,906,107 shares of the Company’s Common Stock at the Series Q Conversion Value of $347,279 at a Common Stock conversion price of $0.0588 per Common Share. The original holder of the 11 Series Q Convertible Preferred Shares of the Company purchased the preferred shares on May 30, 2018, for $10,000 per share, pursuant to Rule 506(b) of Regulation D under Section 4(a)(2) of the Securities Act of 1933, as amended.

Other than as stated above, there have been no other unregistered securities sold within the past three years.