false
0002019793
0002019793
2026-08-11
2026-08-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August 11, 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
(Address
of principal executive offices) |
|
77056
(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 7.01 Other Events
On
Aug 11, 2026, XCF Global (SAFX) announced initial sales of renewable diesel to Tartan Oil LLC. Tartan is a wholly owned subsidiary of
Pilot Travel Centers LLC, the largest travel center operator in North America and a Berkshire Hathaway company. Based on current production,
logistics, diesel prices and incentives shaping the market today, XCF believes these sales to Tartan could range from $12,860,000 to
$13,860,000 in revenue per month. These estimates relate only to the announced Tartan sales and do not reflect XCF’s total expected
company revenue. The estimate is based on assumptions that these sales will continue at the current volume and subject to current
market conditions.
The
information contained in Item 8.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being
furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities
of such section, and such information shall not be incorporated by reference into any filing under the Exchange Act or the Securities
Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Cautionary
Note Regarding Forward-Looking Statements
This
Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements
regarding XCF Global’s sales of renewable diesel; its commercial operations and growth strategy; the production and continued production
of renewable diesel at New Rise Renewables Reno; commercial fuel deliveries under the Company’s previously announced commercial
framework; current and future D4 RIN values, renewable fuel credit market conditions and the RIN value associated with renewable diesel
production; the anticipated effects of EPA’s final 2026 and 2027 renewable fuel volume requirements on demand for renewable fuels
and compliance credits; long-term demand for renewable diesel and sustainable aviation fuel; potential expansion opportunities in Nevada,
North Carolina and Florida; and XCF Global’s ability to execute its commercial strategy and realize the benefits of prevailing
renewable fuel credit market conditions.
All
statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances
and results and are sometimes identified by words such as “aim,” “may,” “will,” “should,”
“potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,”
“designed,” “estimate,” “believe,” “plan,” “could,” “would,”
“project,” “predict,” “continue,” “target,” “objective,” “goal”
or similar expressions. Forward-looking statements are based upon current plans, estimates, expectations and assumptions that are subject
to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.
Important
factors that could cause actual results, developments or outcomes to differ materially include, among others: Tartan’s volume requirements
for renewable diesel; changes in domestic and foreign business, market, financial, political and legal conditions; volatility in RIN
values and other renewable fuel credit markets, which are market-based, may fluctuate significantly and are not indicative of future
values; changes to the Renewable Fuel Standard program, renewable volume obligations, small refinery exemptions or other federal or state
renewable fuel policies or their implementation and enforcement by EPA; reliance on third-party data, including EIA data, that XCF Global
has not independently verified; XCF Global’s ability to integrate operations and implement its business plan on its anticipated
timeline; XCF Global’s ability to raise financing to fund its operations and business plan and the terms of any such financing;
risks related to project development, permitting, financing, construction, commissioning and commercialization; risks related to the
operation and ramp-up of New Rise Renewables Reno, including feedstock availability and pricing and the Company’s ability to sustain
commercial production and deliveries; changes in applicable laws or regulations; risks related to extensive regulation and compliance
obligations; the availability of tax credits and other government support; risks relating to XCF Global’s and New Rise’s
intellectual property rights; and other risks, uncertainties and factors set forth in XCF Global’s filings with the U.S. Securities
and Exchange Commission, including its most recent annual report and other filings XCF Global has made or will make in the future.
Investors
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees
of future performance or outcomes. XCF Global undertakes no obligation to update or revise any forward-looking statements, except as
required by applicable law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated August 11, 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:
August 11, 2026 |
|
| |
XCF
GLOBAL, INC. |
| |
|
| |
By: |
/s/
Christopher Cooper |
| |
Name: |
Christopher
Cooper |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1

XCF
Global Announces Renewable Diesel Sales to Tartan from its New Rise Renewables Reno Refinery
Renewable
diesel sales support commercial fleet access to lower-carbon fuel options for road transportation.
Houston,
TX – August 11, 2026 – XCF Global Inc. (“XCF”) (Nasdaq: SAFX), an emerging U.S.-based producer of renewable diesel
and sustainable aviation fuel (“SAF”), today announced sales of renewable diesel from XCF Global’s New Rise Renewables
Reno facility to Tartan Oil LLC (Tartan).
The
sales activity represents what XCF Global believes is an important step in its transition from production to revenue-generating commercial
operations at New Rise Renewables Reno. The fuel is expected to support Tartan’s renewable fuels offering for commercial customers,
and XCF Global believes it may help expand access to lower-carbon fuel options for fleets operating in hard-to-decarbonize segments of
road transportation. New Rise Renewables Reno expects deliveries to continue and intends to increase volumes as production progresses
toward its 38 million gallon per year nameplate capacity.
“We
believe these sales represent an important step in demonstrating the commercial role of New Rise Renewables Reno,” said Chris Cooper,
Chief Executive Officer of XCF Global. “Tartan plays an important role in serving commercial fleets across North America, and renewable
diesel is a practical, drop-in substitute for fossil diesel that is a lower-carbon fuel and works in existing diesel engines and infrastructure.
We are proud to support the transportation industry’s transition to lower-carbon fuels by helping expand access to renewable diesel
for commercial fleets.”
As
previously announced, New Rise Renewables Reno began producing renewable fuels in July 2026 following a period of upgrade work, and XCF
Global executed a definitive commercial framework with BGN in July 2026 covering feedstock supply, production, logistics and commercialization.
Sales under that framework underscore the potential role of downstream distribution partners in helping renewable fuels reach commercial
transportation customers.
About
XCF Global, Inc.
XCF
Global, Inc. (“XCF”) is a U.S.-based producer of renewable diesel and sustainable aviation fuel (“SAF”) focused
on decarbonizing transportation while supporting domestic fuel supply and energy security. The Company’s flagship facility, New
Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year. XCF is working to advance a pipeline
of potential expansion opportunities in Nevada, North Carolina and Florida, and to build relationships across the energy and transportation
sectors to scale renewable fuels production. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.
To
learn more, visit www.xcf.global
About
Tartan
Tartan
Oil LLC (“Tartan”) is a wholly owned subsidiary of Pilot Travel Centers LLC (“Pilot”) and serves as Pilot’s
wholesale marketing arm. Pilot is a wholly owned subsidiary of Berkshire Hathaway Inc. (“Berkshire Hathaway”) and the largest
travel center operator in North America. Founded in 2017 and headquartered in Knoxville, Tennessee, Tartan is a leader in the energy
market, serving over 10,000 locations across 44 states and six Canadian provinces. Specializing in high-quality refined products, diesel
exhaust fluid (DEF) and lubricants, Tartan offers exceptional delivery capabilities and a vast inventory of petroleum products to the
wholesale market and travel center industry. To learn more, visit tartanoil.com.
Contacts
XCF
Global: Corporate Comms
media@xcf.global
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements
regarding XCF Global’s commercial operations and growth strategy; the production and continued production of renewable diesel at
New Rise Renewables Reno; commercial fuel deliveries under the Company’s previously announced commercial framework; current and
future D4 RIN values, renewable fuel credit market conditions and the RIN value associated with renewable diesel production; the anticipated
effects of EPA’s final 2026 and 2027 renewable fuel volume requirements on demand for renewable fuels and compliance credits; long-term
demand for renewable diesel and sustainable aviation fuel; potential expansion opportunities in Nevada, North Carolina and Florida; and
XCF Global’s ability to execute its commercial strategy and realize the benefits of prevailing renewable fuel credit market conditions.
All
statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances
and results and are sometimes identified by words such as “aim,” “may,” “will,” “should,”
“potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,”
“designed,” “estimate,” “believe,” “plan,” “could,” “would,”
“project,” “predict,” “continue,” “target,” “objective,” “goal”
or similar expressions. Forward-looking statements are based upon current plans, estimates, expectations and assumptions that are subject
to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.
Important
factors that could cause actual results, developments or outcomes to differ materially include, among others: changes in domestic and
foreign business, market, financial, political and legal conditions; volatility in RIN values and other renewable fuel credit markets,
which are market-based, may fluctuate significantly and are not indicative of future values; changes to the Renewable Fuel Standard program,
renewable volume obligations, small refinery exemptions or other federal or state renewable fuel policies or their implementation and
enforcement by EPA; reliance on third-party data, including EIA data, that XCF Global has not independently verified; XCF Global’s
ability to integrate operations and implement its business plan on its anticipated timeline; XCF Global’s ability to raise financing
to fund its operations and business plan and the terms of any such financing; risks related to project development, permitting, financing,
construction, commissioning and commercialization; risks related to the operation and ramp-up of New Rise Renewables Reno, including
feedstock availability and pricing and the Company’s ability to sustain commercial production and deliveries; changes in applicable
laws or regulations; risks related to extensive regulation and compliance obligations; the availability of tax credits and other government
support; risks relating to XCF Global’s and New Rise’s intellectual property rights; and other risks, uncertainties and factors
set forth in XCF Global’s filings with the U.S. Securities and Exchange Commission, including its most recent annual report and
other filings XCF Global has made or will make in the future.
Investors
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees
of future performance or outcomes. XCF Global undertakes no obligation to update or revise any forward-looking statements, except as
required by applicable law.