Chief Strategy Officer exits XCF Global (SAFX) as stock prospectus is updated

Rhea-AI Filing Summary

XCF Global, Inc. has filed a prospectus supplement relating to its existing Form S-1 registration covering up to 72,463,768 shares of Class A common stock. The supplement incorporates information from a recent Form 8-K and is meant to be read together with the original prospectus.

The company’s Class A common stock trades on Nasdaq under the symbol “SAFX”, with a last reported sale price of $0.1548 per share on February 5, 2026. XCF Global is classified as an emerging growth company and smaller reporting company, allowing reduced disclosure requirements.

The attached Form 8-K reports that on February 2, 2026, XCF Global terminated the employment of Gregory Surette, its Chief Strategy Officer, and states his departure was not due to any disagreement regarding operations, policies, or practices.

Filed pursuant to Rule 424(b)(3) and Rule 424(c)

Registration No. 333-291020

PROSPECTUS SUPPLEMENT NO. 4

(to Prospectus dated December 2, 2025)

XCF Global, Inc.

Up to 72,463,768 Shares of Class A Common Stock

This prospectus supplement supplements the prospectus dated December 2, 2025, (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-291020). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on February 6, 2026 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus.

Our common stock is listed on The Nasdaq Stock Market under the symbol “SAFX.” On February 5, 2026, the last reported sale price of our common stock was $0.1548 per share. You are urged to obtain current market data and should not use the market price as of February 5, 2026, as a prediction of the future market price of our common stock.

We are an “emerging growth company” and a “smaller reporting company,” as those terms are defined under the federal securities laws, and as such, have elected to comply with certain reduced public company reporting requirements for the registration statement of which this prospectus forms a part and future filings. See “Prospectus Summary – Implications of Being an Emerging Growth Company and Smaller Reporting Company” in the Prospectus.

Investing in our securities involves significant risk. You should carefully read and consider the information referred to under “Risk Factors” beginning on page 11 of the Prospectus and under similar headings in any amendments or supplements to the Prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities.

We may amend or supplement this prospectus from time to time by filing amendments or supplements with the SEC. We urge you to read the entire prospectus, any such amendments or supplements, any free writing prospectuses we may file with the SEC, and any documents incorporated by reference into this prospectus or any prospectus supplement carefully before you make your investment decision.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is February 6, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2026

XCF GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-42687		33-4582264
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

2500 City West Blvd Suite 150-138 Houston, TX (Address of principal executive offices) 77042 (Zip Code)

(346) 630-4724

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		SAFX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 2, 2026, XCF Global, Inc., a Delaware corporation (“XCF” or the “Company”), terminated the employment of Gregory Surette, Chief Strategy Officer. Mr. Surette’s departure from the position of Chief Strategy Officer is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board of Directors of the Company thanks Mr. Surette for his service and valuable contributions to the Company. Mr. Surette’s Employment Agreement was filed as Exhibit 10.59 to the Company’s Form 8-K/A, filed with the SEC on October 21, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
104		Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 6, 2026
	XCF GLOBAL, INC.
	By:	/s/ Christopher Cooper
	Name:	Christopher Cooper
	Title:	Chief Executive Officer

FAQ

What does XCF Global, Inc. (SAFX) register in this prospectus supplement?

XCF Global’s prospectus supplement relates to an existing Form S-1 registration covering up to 72,463,768 shares of Class A common stock. The supplement primarily updates the prospectus by incorporating a new Form 8-K, rather than changing the core registration terms.

Why did XCF Global (SAFX) file this latest prospectus supplement?

The company filed this prospectus supplement to update and supplement its December 2, 2025 prospectus with information from a Form 8-K dated February 6, 2026. The Form 8-K, attached to the supplement, becomes part of the disclosure for the registered securities.

What leadership change did XCF Global (SAFX) disclose in the attached Form 8-K?

XCF Global disclosed that on February 2, 2026, it terminated the employment of Gregory Surette, its Chief Strategy Officer. The company stated his departure was not due to any disagreement about operations, policies, or practices, and thanked him for his contributions.

How is XCF Global’s Class A common stock described in this filing?

The filing notes that XCF Global’s Class A common stock, par value $0.0001 per share, trades on The Nasdaq Stock Market under the symbol “SAFX”. The last reported sale price was $0.1548 per share on February 5, 2026, as background trading information.

What regulatory status does XCF Global (SAFX) claim in this prospectus supplement?

XCF Global states it is both an “emerging growth company” and a “smaller reporting company” under federal securities laws. This status allows the company to use certain reduced public company reporting requirements in the registration statement and future SEC filings.

What risk information does XCF Global reference for investors in this supplement?

The supplement directs readers to the “Risk Factors” section beginning on page 11 of the original prospectus and similar sections in any amendments. It emphasizes that investing in the company’s securities involves significant risk and urges careful review of those disclosures before investing.