XCF Global sets up $100M at-the-market program

XCF Global, Inc. (SAFX) entered into an at-the-market Sales Agreement with Roth Capital Partners, LLC and H.C.

Available on EDGAR 09/15/2026 - 10:06 AM EDT Accepted by SEC EDGAR 09/15/2026 - 10:05 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

XCF Global, Inc. (SAFX) entered into an at-the-market Sales Agreement with Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC under which it may offer and sell Class A common stock with an aggregate market value of up to $100,000,000 from time to time through the agents.

Sales will be made as “at the market offerings” under Rule 415, including transactions on or through The Nasdaq Capital Market, to or through a market maker, or via negotiated transactions and block trades. The agents will use commercially reasonable efforts and will receive a commission of up to 3.0% of gross sales proceeds.

XCF Global intends to use any net proceeds for working capital and general corporate purposes. The program is established under a shelf registration statement on Form S-3 and a prospectus supplement dated September 14, 2026, and may be terminated by the company or Roth on five days’ written notice, or immediately in certain circumstances.

Filing Explained

XCF established a potential $100 million share sale; no sales are recorded, so dilution remains capacity rather than completed issuance.

On September 14, 2026, XCF Global entered an agreement allowing up to $100 million of new common stock to be sold, which could reduce existing holders’ percentage ownership if sales occur; the supplied shelf record shows no usage as of September 15, 2026.

This is a capacity for future sales under a shelf registration, not a reported issuance or proceeds receipt. The at-the-market structure permits gradual sales at prevailing market prices rather than requiring one priced transaction.

The broader shelf record describes up to $300 million of securities capacity, including the $100 million common-stock program, and marks the shelf as not effective as of September 15, 2026. The latest quarterly cash balance equals 4.7 days of the last reported operating cash use.

The next state change to monitor is a reported sale under the September 14 Sales Agreement; the filing leaves the amount and timing of any sales open.

Sources and calculations

• XCF Global Form 8-K (2026-09-14)
• Form 8-K purpose (current)
• At-the-market program definition (current)
• Dilution definition (current)
• Form S-3 purpose (current)
• XCF Global shelf registration record (2026-09-15)
• XCF Global second-quarter fundamentals (2026Q2)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate $329,084 / ($6,350,833 / 91) = 4.7 days

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

At-the-market program size: $100,000,000 Sales commission rate: 3.0% of gross sales proceeds Initial agents’ counsel fees reimbursement cap: $75,000 +2 more

5 metrics

At-the-market program size $100,000,000 Aggregate market value of Class A common stock that may be sold under the Sales Agreement

Sales commission rate 3.0% of gross sales proceeds Maximum commission payable to the agents on sales under the Sales Agreement

Initial agents’ counsel fees reimbursement cap $75,000 Maximum reimbursement for fees and expenses of counsel to the agents at execution

Ongoing quarterly counsel fees reimbursement cap $7,500 per calendar quarter Maximum reimbursement for agents’ counsel fees each quarter after execution

Sales Agreement date September 14, 2026 Date XCF Global, Inc. entered into the at-the-market Sales Agreement

Key Terms

at the market offerings, Rule 415, shelf registration statement, prospectus supplement, +1 more

5 terms

at the market offerings financial

"Sales of Common Stock under the Sales Agreement... will be made in “at the market offerings”"

At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.

Rule 415 regulatory

"made in “at the market offerings” as defined in Rule 415 under the Securities Act"

Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.

shelf registration statement regulatory

"form a part of the Company’s shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement financial

"pursuant to a prospectus supplement, dated September 14, 2026, and an accompanying base prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnification and contribution regulatory

"The Sales Agreement contains customary representations and warranties... and indemnification and contribution provisions"

Offering Details

ATM · $100,000,000 aggregate market value

Offering

Offering Type ATM

Securities Offered Class A common stock, par value $0.0001 per share

Offering Amount $100,000,000 aggregate market value

Use of Proceeds Net proceeds, if any, are intended for working capital and general corporate purposes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity offering did XCF Global, Inc. (SAFX) announce on September 14, 2026?

XCF Global, Inc. entered into an at-the-market Sales Agreement allowing it to sell up to $100,000,000 of its Class A common stock from time to time through Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC under a Form S-3 shelf registration.

How will XCF Global (SAFX) use proceeds from the at-the-market program?

XCF Global intends to use the net proceeds from any sales of Class A common stock under the at-the-market program for working capital and general corporate purposes, according to the company’s disclosure.

What fees will XCF Global (SAFX) pay under the Sales Agreement?

XCF Global will pay the agents a commission of up to 3.0% of gross sales proceeds, reimburse up to $75,000 for initial counsel fees and expenses, and up to $7,500 per calendar quarter thereafter for counsel fees to the agents collectively.

On which registration statement is the SAFX at-the-market offering based?

Offers and sales under the Sales Agreement will be made pursuant to a Form S-3 shelf registration statement filed with the SEC on September 14, 2026, together with a prospectus supplement dated the same day and an accompanying base prospectus.

Can XCF Global (SAFX) or the agents terminate the at-the-market Sales Agreement?

Yes. XCF Global may terminate the Sales Agreement upon five days’ written notice. Roth may also terminate on five days’ written notice, or immediately upon certain events such as a material adverse effect or specified market disruptions.

How will XCF Global’s (SAFX) at-the-market shares be sold in the market?

Shares may be sold in “at the market offerings” as defined in Rule 415, including sales directly on or through The Nasdaq Capital Market, on any other trading market for the stock, to or through a market maker, or via negotiated transactions and block trades.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 14, 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.)

3040 Post Oak Blvd.
Floor 18 Suite 164
Houston, Texas		77056
(Address of principal executive offices)		(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		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 1.01 Entry into a Material Definitive Agreement

At the Market Sales Agreement

On September 14, 2026, XCF Global, Inc., a Delaware corporation (the “Company”), entered into a sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”) and H.C. Wainwright & Co., LLC (“HCW” and together with Roth, the “Agents”), under which the Company may offer and sell shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), having an aggregate market value of up to $100,000,000 from time to time through the Agents (the “Offering”).

Sales of Common Stock under the Sales Agreement, if any, will be made in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through The Nasdaq Capital Market or on any other existing trading market for the Common Stock, or to or through a market maker or any other method permitted by law, including negotiated transactions and block trades. The Agents are not required to sell any specific number or dollar amount of shares of Common Stock but will use their commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Agents and the Company. Under the Sales Agreement, only one Agent may be designated by the Company to effect offers, solicitations and sales on any single given date.

The Company will pay the Agents a commission at a rate of up to 3.0% of the gross sales proceeds from sales of Common Stock under the Sales Agreement. The Company has also agreed to reimburse the Agents for the fees and expenses of counsel to the Agents collectively, in an amount up to $75,000 in connection with the execution of the Sales Agreement, and up to $7,500 per calendar quarter thereafter. The Sales Agreement contains customary representations and warranties of the Company and indemnification and contribution provisions pursuant to which the Company has agreed to indemnify the Agents against certain specified liabilities, including liabilities under the Securities Act. The Company intends to use the net proceeds from sales of Common Stock under the Sales Agreement, if any, for working capital and general corporate purposes.

The Company may terminate the Sales Agreement upon five days’ written notice. Roth may also terminate the Sales Agreement at any time upon five days’ written notice to the Company, or immediately in certain circumstances, including the occurrence of a material adverse effect or certain market disruptions.

Offers and sales of shares of Common Stock by the Company, if any, under the Sales Agreement will be made pursuant to a prospectus supplement, dated September 14, 2026, and an accompanying base prospectus, which together form a part of the Company’s shelf registration statement on Form S-3, filed by the Company with the U.S. Securities and Exchange Commission on September 14, 2026.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

A copy of the opinion of Shumaker, Loop & Kendrick, LLP relating to the validity of the shares of Common Stock that may be sold pursuant to the Sales Agreement is incorporated by reference herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
1.1		Sales Agreement, dated September 14, 2026, by and between XCF Global, Inc., Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 to the Registration Statement on Form S-3, filed with the SEC on September 14, 2026)
5.1		Opinion of Shumaker, Loop & Kendrick, LLP (incorporated by reference to Exhibit 5.1 to the Registration Statement on Form S-3, filed with the SEC on September 14, 2026)
23.1		Consent of Shumaker, Loop & Kendrick, LLP (contained in Exhibit 5.1) (incorporated by reference to Exhibit 23.1 to the Registration Statement on Form S-3, filed with the SEC on September 14, 2026)
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: September 15, 2026
	XCF GLOBAL, INC.
	By:	/s/ Christopher Cooper
	Name:	Christopher Cooper
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB