Sky Quarry Inc.

DEF 14A 1 skyq_def14a.htm FORM DEF 14A FILING

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Telephone: (424) 394-1090

October 23, 2026

Dear Fellow Sky Quarry Stockholders:

We invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Sky Quarry Inc. (“Sky Quarry” or the “Company”), to be held on Thursday, December 3, 2026 at 10:00 a.m. Mountain Time at 707 W 700 S, Suite 105, Woods Cross, UT 84087.

At the Annual Meeting, you will be asked to consider and vote on proposals to (i) elect five (5) members of the Company’s Board of Directors to serve until the 2027 Annual Meeting of Stockholders; and (ii) ratify the appointment of Tanner LLC to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and to transact other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

Your vote is very important. We encourage you to read the Proxy Statement and vote your shares as soon as possible. Whether or not you plan to attend, you can be sure your shares are represented at the Annual Meeting by promptly submitting your vote by the Internet, by telephone or, if you request a paper copy of the proxy materials and receive a proxy card, by mail.

On behalf of the Board of Directors, thank you for your continued confidence and investment in Sky Quarry.

/s/ Marcus Laun* *

Marcus Laun

Interim CEO and President

Telephone: (424) 394-1090

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on December 3, 2026 at 10:00 a.m. Mountain Time

To the Stockholders of Sky Quarry Inc.:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Sky Quarry Inc., a Delaware corporation (“Sky Quarry,” the “Company,” “us,” “our,” or “we”), will be held on Thursday, December 3, 2026 at 10:00 a.m. Mountain Time at 707 W 700 S, Suite 105, Woods Cross, UT 84087. The purpose of the Annual Meeting is to consider and act upon the following matters:

1. To elect five (5) members of the Company’s Board of Directors to serve until the 2027 Annual Meeting of Stockholders (Proposal 1);

2. To ratify the appointment of Tanner LLC (“Tanner”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2); and

3. To transact other business that may properly come before the Annual Meeting or any postponement or adjournment thereof.

Our Board of Directors has fixed October 14, 2026 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the meeting. Only stockholders of record of the Company’s Common Stock at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

All stockholders are cordially invited to attend the Annual Meeting, which will be held at 707 W 700 S, Suite 105, Woods Cross, UT 84087. The Notice of Internet Availability of Proxy Materials (the “Notice”) and proxy card will be mailed to shareholders on or about October 23, 2026.

For your convenience, record holders of our Common Stock have FOUR methods of voting:

VOTE BY INTERNET - https://vote.colonialstock.com/SKYQ2026. Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 9:59 P.M. MT on December 2, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY PHONE – 1-877-285-8605. Use any touch-tone telephone to transmit your voting instructions. Vote by 5:00 P.M. MT on December 2, 2026. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL. If you have not voted via the internet or telephone, mark, sign and date your proxy card and return to Colonial Stock Transfer, 7840 S 700 E, Sandy, UT 84081.

VOTE AT THE MEETING. Attend and vote at the Annual Meeting to be held at 707 W 700 S, Suite 105, Woods Cross, UT 84087 on December 3, 2026 at 10:00 a.m. MT.

NOTE FOR STREET-NAME HOLDERS. If you hold your shares through a broker, bank or other nominee, you must instruct your nominee how to vote the shares held in your account. The nominee will give you the Notice or voting instruction form. If you do not provide voting instructions, we expect that your nominee will be permitted to vote only on routine matters.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Marcus Laun* *

Marcus Laun

Interim CEO and President

October 23, 2026

Whether or not you expect to attend the Annual Meeting, we urge you to vote your shares via proxy at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save Sky Quarry the expenses and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 3, 2026

The Notice of the 2026 Annual Meeting, Proxy Statement and Annual Report are available at https://vote.colonialstock.com/SKYQ2026.

TELEPHONE: (424) 394-1090

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 3, 2026

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