Note 14 – Stockholders’ equity

Common Stock

The Company was incorporated in California in 1994 and was redomiciled as a Delaware corporation, effective September 24, 2015. There are 75,000,000 authorized shares of Common Stock at $0.0001 par value. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of the stockholders.

Issuer Purchases of Equity Securities

On October 14, 2023, the Board of Directors of the Company approved an additional stock repurchase plan authorizing the Company to repurchase up to 3,000,000 shares of the Company’s common stock (approximately 12% of the Company’s common shares outstanding at that time) at a total repurchase amount not to exceed $200,000. During the period January 1, 2024 through December 31, 2024 a total of 3,000,000 shares were repurchased and effectively retired. The total stock repurchase amount, including commissions and fees, was $183,993.

For the twelve months ended December 31, 2025, no shares of the Company’s common stock were repurchased, and no authorized repurchase plan was in effect.

Mentor Capital, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Preferred Stock

Mentor has 5,000,000 preferred shares authorized at a $0.0001 par value.

The Company filed a Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series Q Preferred Stock (“Certificate of Designation”) with the Delaware Secretary of State to designate 200,000 preferred shares as Series Q Preferred Stock, such series having a par value of $0.0001 per share. 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 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 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 as follows: 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 “Core Q Holdings Asset Value” shall equal the value, as calculated and published by the Company, of all assets that constitute Core Q Holdings, which shall include such considerations as the Company designates and need not accord with any established or commonly employed valuation method or considerations. “Core Q Holdings” consists of all proceeds received by the Company on the sale of shares of Series Q Preferred Stock and all securities, acquisitions, and business acquired from such proceeds by the Company. The Company shall periodically, but at least once each calendar quarter, identify, update, account for, and value the assets that comprise the Core Q Holdings.

The “Conversion Price” of the Series Q Preferred Stock shall be at the product of 105% and the closing price of the Company’s Common Stock on a date designated and published by the Company. The Series Q Preferred Stock will be available only to accredited, institutional, or qualified investors.

Prior to 2024 and through April 2, 2025, the Core Q Holdings Asset Value was tied to the purchase of certain manufacturing equipment previously leased to Pueblo West by Partner II, which Pueblo West later purchased. See Note 13 to the consolidated financial statements and the Company’s Annual Report for the period ended December 31, 2024, on Form 10-K as filed with the Securities and Exchange Commission on March 31, 2025, for further information. On April 3, 2025, the Company announced that the Series Q Preferred Stock was valued by the Company’s investment in gold at a valuation of $100,928 per kilogram at an equal starting value of $20,843 per share. Core Q Holdings backed by gold may be made part of permanent Core Q Holdings or to be reallocated into better leading Mentor energy assets and projects of equal starting value that are selected by management. Upon selection, the equal value of allocated energy assets would be reallocated to the Core Q Holdings. The Core Q Holdings Asset Value at December 31, 2025 and December 31, 2024 were $29,148 and $20,843 per share, respectively. There was no contingent liability for the Series Q Preferred Stock conversion at December 31, 2025 and 2024.

At December 31, 2025 and 2024, the Series Q Preferred Stock could have been converted at the Conversion Price of $0.124 and $0.105 per Mentor common share, respectively, which would be anti-dilutive and therefore are not included in the weighted average share calculation for these periods. The 11 shares of Series Q Preferred Stock were eligible to be converted into 2,592,159 shares of Common Stock as of December 31, 2025, and 2,183,557 shares of Common Stock as of December 31, 2024.

Mentor Capital, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024