Form 4: Sky Quarry Director Matthew Flemming Boosts Stake

Sky Quarry Inc. Director Matthew C. Flemming acquired 550,000 shares of common stock through the company's 2020 Stock Plan.

Summary

• Matthew C. Flemming, a Director of Sky Quarry Inc. (SKYQ), reported changes in his beneficial ownership of common stock.
• On November 5, 2025, Flemming acquired 150,000 shares of common stock at a price of $0.0000 per share, issued pursuant to the 2020 Stock Plan, which vested immediately upon issuance.
• On November 7, 2025, Flemming acquired an additional 400,000 shares of common stock at a price of $0.0000 per share, also issued under the 2020 Stock Plan.
• These 400,000 shares will vest equally at 40,000 shares per month over a ten-month period, commencing on November 5, 2025.
• Following these transactions, Flemming's direct beneficial ownership increased to 578,789 shares of common stock.
• The transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 7

Explanation: The increase in director ownership is generally a positive signal of confidence and alignment. However, the shares were granted as compensation rather than purchased with cash, and the transactions are planned for future dates, which slightly tempers the immediate bullish sentiment compared to an open market purchase.

Positives

• Director Matthew C. Flemming is increasing his beneficial ownership in Sky Quarry Inc., which can signal confidence in the company's future.
• The use of the 2020 Stock Plan aligns management incentives with shareholder interests through equity compensation.
• A portion of the shares (150,000) vested immediately upon issuance, providing immediate equity ownership.

Negatives

• The shares were acquired at a price of $0.0000, indicating they were granted as compensation rather than purchased with cash, which does not represent a direct cash investment by the director.
• The future vesting schedule for 400,000 shares ties a significant portion of the compensation to future performance over a ten-month period.

Future Outlook

The vesting schedule for 400,000 shares, commencing on November 5, 2025, and continuing over a ten-month period, indicates a future commitment and alignment of the director's interests with the company's long-term performance.

Industry Context

The granting of stock to directors as part of a compensation plan is a common practice across industries, aiming to align the interests of management with those of shareholders. The use of a Rule 10b5-1(c) plan is also standard for insiders to pre-arrange transactions and mitigate insider trading concerns.

Corporate Governance

Related Party Transactions

• Director Matthew C. Flemming received 550,000 shares of common stock as compensation under the 2020 Stock Plan, which constitutes a transaction between the company and a related party (an executive officer/director).

Stakeholder Impact

• Shareholders: Potential for increased alignment of the director's interests with shareholder value due to significant equity ownership.
• Shareholders: Potential for future dilution from the issuance of new shares, though this is a common aspect of equity compensation plans.
• Management/Employees: The use of a stock plan demonstrates a mechanism for equity-based compensation, which can be a positive for retention and motivation within the company's leadership.

Next Steps

• The 400,000 shares granted on November 7, 2025, will vest equally at 40,000 shares per month over a ten-month period, commencing on November 5, 2025.

Key Dates

Recommendation

The filing indicates a director's increased stake through stock grants, which generally signals alignment with shareholder interests. However, these are compensation grants rather than open market purchases with cash, and the transactions are planned for future dates. While positive for insider alignment, it does not provide a strong enough catalyst for an immediate 'buy' recommendation without further fundamental analysis of the company's financial performance and market position. A 'hold' recommendation is appropriate as it reflects a neutral to slightly positive signal without suggesting immediate action.

Keywords

Sky Quarry Inc., SKYQ, Matthew C. Flemming, Form 4, Insider Trading, Beneficial Ownership, Stock Plan, Equity Compensation, Director, Rule 10b5-1(c)