XCF Global (NASDAQ: SAFX) adopts subsidiary 10-Q risk factors

Rhea-AI Filing Summary

XCF Global, Inc. filed a current report to formally add risk disclosures from its subsidiary, XCF Global Capital Inc., into its own public disclosures. The 8-K explains that XCF Global Capital’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 contains risk factors that also apply to the parent company.

Using incorporation by reference, XCF Global, Inc. makes those same risk factors part of its own disclosure record. The company notes that these risks should be considered by investors when evaluating an investment in its Class A common stock traded on The Nasdaq Stock Market under the symbol SAFX.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

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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): September 26, 2025

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.)

2500 CityWest Blvd, Suite 150-138

Houston, TX 77042

(Address of principal executive offices, including zip code)

(346) 630-4724

(Registrant’s telephone number, including area code)

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 obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	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 (§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 8.01 Other Events.

On September 26, 2025, XCF Global Capital Inc. (“XCF Global Capital”), a subsidiary of XCF Global, Inc. (the “Company”), filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “XCF Global Capital 10-Q”) with the Securities and Exchange Commission (“SEC”). The XCF Global Capital 10-Q included a discussion of certain risks relating to XCF Global Capital under “Part II – Item 1A. Risk Factors” that also apply to the Company.

Pursuant to Rule 12b-23 under the Securities Exchange Act of 1934, as amended, the Company hereby incorporates by reference into this Current Report on Form 8-K the risk factors disclosed in “Part II – Item 1A. Risk Factors” of the XCF Global Capital 10-Q. The risk factors disclosed in “Part II – Item 1A. Risk Factors” of the XCF Global Capital 10-Q is available on the SEC’s website at the following hyperlink: Risk Factors.

The risk factors included in the XCF Global Capital 10-Q are also risk factors of the Company, and investors should consider such risk factors when evaluating an investment in the Company’s securities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL)

2

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.

	XCF GLOBAL, INC.
	By:	/s/ Simon Oxley
	Name:	Simon Oxley
	Title:	Chief Financial Officer

Date: September 26, 2025

3

FAQ

What did XCF Global, Inc. (SAFX) disclose in this 8-K?

The company reported that it is incorporating by reference the risk factors discussed in Part II – Item 1A of XCF Global Capital Inc.’s Form 10-Q for the quarter ended March 31, 2025, making them part of its own risk disclosures.

Which subsidiary’s risk factors now apply to XCF Global, Inc. (SAFX)?

The risk factors come from XCF Global Capital Inc., a subsidiary of XCF Global, Inc., and are taken from that subsidiary’s Form 10-Q for the quarter ended March 31, 2025.

How are the risk factors from XCF Global Capital being used by XCF Global, Inc.?

Pursuant to Rule 12b-23 under the Securities Exchange Act of 1934, XCF Global, Inc. is incorporating by reference the subsidiary’s Form 10-Q risk factors into its own disclosure.

Where can investors find the risk factors referenced by XCF Global, Inc. (SAFX)?

The risk factors are disclosed in “Part II – Item 1A. Risk Factors” of XCF Global Capital Inc.’s Form 10-Q for the quarter ended March 31, 2025 and are available on the SEC’s website via the provided Risk Factors hyperlink.

Why are these risk factors important for SAFX investors?

The company states that the risk factors included in XCF Global Capital Inc.’s Form 10-Q are also risk factors of XCF Global, Inc., and investors should consider them when evaluating an investment in the company’s securities.

Who signed the 8-K for XCF Global, Inc. (SAFX)?

The report was signed on behalf of XCF Global, Inc. by Simon Oxley, who is identified as the Chief Financial Officer.