CSO exit prompts XCF Global (NASDAQ: SAFX) to update 187M-share stock offering

Rhea-AI Filing Summary

XCF Global, Inc. has issued a prospectus supplement tied to its Form S-1 registration covering up to 187,180,141 shares of Class A common stock, incorporating information from a newly filed Form 8-K.

The Form 8-K reports that on February 2, 2026, XCF Global terminated the employment of Chief Strategy Officer Gregory Surette and states his departure was not due to any disagreement over operations, policies, or practices. The company’s Class A common stock trades on Nasdaq under the symbol SAFX, and the last reported sale price was $0.1548 per share on February 5, 2026. XCF Global notes it is an emerging growth and smaller reporting company and directs investors to the risk factors in the main prospectus and any amendments or supplements.

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

Registration No. 333-291024

PROSPECTUS SUPPLEMENT NO. 4

(to Prospectus dated December 2, 2025)

XCF Global, Inc.

Up to 187,180,141 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. 333-291024). 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’s latest prospectus supplement for SAFX do?

The prospectus supplement updates a prior S-1 prospectus covering up to 187,180,141 Class A shares by incorporating information from a new Form 8-K. It keeps investors current without changing the underlying registration framework already in place.

How many XCF Global Class A shares are covered under this registration?

The registration relates to up to 187,180,141 shares of XCF Global Class A common stock. The prospectus supplement does not change this amount; it simply adds new disclosure from a recently filed Form 8-K to the existing prospectus.

What leadership change at XCF Global is disclosed in the Form 8-K?

XCF Global reports it terminated Chief Strategy Officer Gregory Surette’s employment on February 2, 2026. The company states his departure is not due to any disagreement about operations, policies, or practices, and the Board of Directors formally thanks him for his contributions.

On which exchange is XCF Global’s Class A stock traded and under what symbol?

XCF Global’s Class A common stock is listed on The Nasdaq Stock Market under the trading symbol SAFX. The filing notes a last reported sale price of $0.1548 per share on February 5, 2026, while cautioning investors not to treat that price as a future prediction.

What was the recent market price mentioned for XCF Global (SAFX) shares?

The filing cites a last reported sale price of $0.1548 per share for XCF Global Class A common stock on February 5, 2026. It specifically advises investors to obtain current market data and not rely on that date’s price as an indicator of future values.

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

XCF Global identifies itself as both an emerging growth company and a smaller reporting company under federal securities laws. This status allows it to use reduced public company reporting requirements in its S-1 registration and future SEC filings referenced in the prospectus.

Where are the main risk factors for investing in XCF Global’s securities described?

The key risk factors are described beginning on page 11 of the main prospectus and under similar headings in any amendments or supplements. The company urges investors to carefully review those sections before making any investment decision related to its registered securities.