XCF Global increases authorized Class A shares to 1.7B

Approximately 70.4% of shares issued and outstanding on September 25, 2026, were represented at the virtual special meeting.

Rhea-AI Filing Summary

XCF Global, Inc. (SAFX) stockholders approved increasing the authorized Class A Common Stock from 500,000,000 to 1,700,000,000 shares. The amendment became effective upon filing with the Delaware Secretary of State on October 5, 2026. Stockholders also approved increasing the shares reserved for issuance under the 2025 Equity Incentive Plan from 14,557,181 to 80,000,000 shares. Separately, they approved the potential issuance of 19.99% or more of issued and outstanding Common Stock as stock consideration under the business combination agreement with DevvStream and Southern Energy. Stockholders elected Christopher Cooper, Chad J. Langley, John Wharton, Wray Thorn, Sanford Cockrell, Si-Yeon Kim and Carl Stanton to the post-closing board.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Authorized Class A Common Stock: 1,700,000,000 shares 2025 Equity Incentive Plan shares reserved for issuance: 80,000,000 shares Potential Common Stock issuance: 19.99% or more +3 more

6 metrics

Authorized Class A Common Stock 1,700,000,000 shares Approved increase from 500,000,000 shares; effective October 5, 2026

2025 Equity Incentive Plan shares reserved for issuance 80,000,000 shares Approved increase from 14,557,181 shares

Potential Common Stock issuance 19.99% or more Approved as stock consideration under the business combination agreement

Shares represented at the special meeting 292,412,906 shares Special meeting held October 5, 2026

Shares issued and outstanding 415,296,896 shares As of September 25, 2026, the record date

Shares represented as a percentage of shares issued and outstanding approximately 70.4% As of the September 25, 2026 record date

Key Terms

authorized to issue, reserved for issuance, stock consideration, quorum, +1 more

5 terms

authorized to issue regulatory

"shares ... authorized to issue"

reserved for issuance financial

"shares ... reserved for issuance under the 2025 Equity Incentive Plan"

stock consideration financial

"constituting the stock consideration to be issued"

Stock consideration is when a company pays for an acquisition, merger, or other corporate deal by issuing its own shares instead of using cash. It matters to investors because receiving or issuing stock changes who owns what: sellers get a stake in the combined business and existing shareholders see their piece of the company shrink, similar to adding more slices to a pie. That shift affects potential returns, voting control, and future share value.

quorum regulatory

"sufficient to constitute a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Broker Non-Votes technical

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

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

How many shares of SAFX did stockholders authorize?

SAFX stockholders approved increasing the authorized Class A Common Stock from 500,000,000 shares to 1,700,000,000 shares. The amendment became effective upon filing with the Delaware Secretary of State on October 5, 2026.

How many shares are reserved under SAFX's 2025 Equity Incentive Plan?

Stockholders approved increasing the shares reserved for issuance under SAFX's 2025 Equity Incentive Plan from 14,557,181 to 80,000,000 shares.

Did SAFX stockholders approve stock issuance for the business combination?

Stockholders approved the potential issuance of 19.99% or more of issued and outstanding Common Stock as stock consideration under the business combination agreement dated April 13, 2026, among XCF Global, DevvStream and Southern Energy.

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

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Available on EDGAR 10/06/2026 - 04:15 PM Accepted by SEC EDGAR 10/06/2026 - 04:15 PM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 5, 2026

XCF GLOBAL, INC.
(Exact name of registrant as specified in its charter)

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

3040 Post Oak Blvd.

Floor 18 Suite 164

Houston, Texas

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (346) 630-4724

N/A

(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 Exchange 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. 

As described below, the stockholders of XCF Global, Inc. (the “Company”) approved Proposal 1 (as defined herein) at the Company’s special meeting of stockholders (the “Special Meeting”) held on October 5, 2026.

On October 5, 2026, the Company filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of shares of the Company’s Class A Common Stock that the Company is authorized to issue from 500,000,000 to 1,700,000,000 (the “Amendment”). The Amendment became effective upon filing with the Secretary of State of Delaware.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On October 5, 2026, the Company held the Special Meeting in a virtual format via live webcast. At the Special Meeting, a total of 292,412,906 shares of Common Stock, or approximately 70.4% of the 415,296,896 shares of Common Stock, issued and outstanding, as of the close of business on September 25, 2026, the record date for the Special Meeting, were represented virtually or by proxy, which was sufficient to constitute a quorum for the purpose of transacting business at such meeting.

At the Special Meeting, the Company’s stockholders considered five proposals, each of which is described in more detail in the Company’s definitive joint proxy statement/prospectus filed with the SEC on July 31, 2026, as supplemented from time to time (the “Proxy Statement/Prospectus”).

Set forth below is a brief description of each matter voted upon at the Special Meeting and the voting results with respect to each matter.

Proposal No. 1: To increase the number of shares of the Company’s Class A Common Stock that the Company is authorized to issue from 500,000,000 to 1,700,000,000 (“Proposal 1”).

For		Against		Abstentions		Broker Non-Votes
286,810,803		5,542,237		59,866		-

Proposal No. 2: To approve, in accordance with Nasdaq Listing Rules 5635(a), (b) and (d), the potential issuance of 19.99% or more of the Company’s issued and outstanding shares of Common Stock, constituting the stock consideration to be issued pursuant to that certain Business Combination Agreement, dated as of April 13, 2026, by and among the Company, DevvStream and Southern Energy (“Proposal 2”).

For		Against		Abstentions		Broker Non-Votes
287,161,873		5,208,824		42,209		-

Proposal No. 3: To elect Christopher Cooper, Chad J. Langley, John Wharton, Wray Thorn, Sanford Cockrell, Si-Yeon Kim and Carl Stanton to serve on the Company’s post-closing board of directors until their respective successors are duly elected and qualified or until such directors’ earlier death, resignation or removal (“Proposal 3”).

Christopher Cooper:

For		Withhold		Broker Non-Votes
292,297,592		115,314		-

Chad J. Langley:

For		Withhold		Broker Non-Votes
292,265,000		147,906		-

1

John Wharton:

For		Withhold		Broker Non-Votes
292,270,450		142,456		-

Wray Thorn:

For		Withhold		Broker Non-Votes
291,631,055		781,851		-

Sanford Cockrell:

For		Withhold		Broker Non-Votes
292,217,276		195,630		-

Si-Yeon Kim:

For		Withhold		Broker Non-Votes
292,196,644		216,262		-

Carl Stanton:

For		Withhold		Broker Non-Votes
292,129,715		283,191		-

Proposal No. 4: To increase the number of the Company’s shares of Common Stock reserved for issuance under the 2025 Equity Incentive Plan from 14,557,181 to 80,000,000 (“Proposal 4”).

For		Against		Abstentions		Broker Non-Votes
280,192,521		11,909,931		310,454		-

Proposal No. 5: To approve any adjournment of the Special Meeting from time to time, if necessary or appropriate, to solicit additional votes in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the foregoing proposals.

For		Against		Abstentions		Broker Non-Votes
287,215,108		4,897,570		300,228		-

An adjournment of the Special Meeting was not necessary because there were sufficient votes in favor of Proposals 1, 2, 3 and 4.

No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of XCF Global, Inc., filed with the Secretary of State of the State of Delaware on October 5, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

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.

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

3

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATIO 8.1 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB