XCF Global, Inc. 8-K Filings

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.

XCF Global, Inc. (SAFX) entered into Amendment No. 1 to its Business Combination Agreement with DevvStream Corp. and Southern Energy Renewables Inc., revising the merger consideration definitions and certain closing conditions for the planned business combination.

The amendment conditions its effectiveness on a $1,000,000 investment in XCF Global by GL PART SPV I, LLC through the company’s warrant program, with warrants exercisable at $2.50 per share. In addition, EEME Energy SPV I LLC and GL agreed to a post-closing Funding Commitment: within three months after closing, they must fund at least $4,373,000 plus a Shortfall Amount, and within twelve months they will use commercially reasonable efforts to fund an additional $50,000,000, via the warrant program or other mutually agreed financing arrangements.

XCF Global postponed its special meeting of stockholders from September 10, 2026 to September 24, 2026 to allow investors more time to review the amendment and supplemental proxy materials. The board determined the amendment is in the company’s best interests and unanimously recommends stockholders vote in favor of all key proposals related to the business combination and equity authorizations.

XCF Global, Inc. (SAFX) amended several financing arrangements and converted legacy debt into equity. Earlier in 2026 it entered into senior secured loans with Hollywood Horizons for $400,000 and Abri Capital for $666,666, each with a 25% Original Issue Discount and a 500,000‑share commitment fee.

Effective September 4, 2026, an Omnibus Amendment with Hollywood, Abri and Brown Stone removed all obligations tied to 5,000,000 Penalty of Default Shares, reduced Abri’s conversion feature to $66,666.70 of principal convertible into 666,667 shares at $0.10, modified maturity, interest and mandatory revenue prepayments, and required a $150,000 cash amendment fee to Brown Stone.

Also effective September 4, 2026, a Debt Conversion Agreement with Narrow Road Capital converted $840,000 outstanding under a prior $700,000 promissory note into 3,500,000 common shares at $0.24 per share, in full satisfaction of all amounts due under that note.

XCF Global, Inc. (SAFX) filed an 8‑K to provide updated unaudited pro forma condensed combined financial information for its proposed acquisitions of Southern Energy and DevvStream. Southern Energy is treated as an asset acquisition with no goodwill; DevvStream is treated as a business combination with goodwill.

After closing, stockholders of XCF Global, Southern Energy and DevvStream are expected to hold 66.67%, 23.33% and 10.00% of XCF Global, respectively, for a total of 617,545,344 common shares. Estimated equity consideration is $64.8 million for Southern Energy (all to intangible assets) and $27.8 million for DevvStream, including $29.7 million of goodwill.

On a pro forma basis, total assets are $524.8 million, liabilities $401.4 million and stockholders’ equity $123.4 million. Pro forma net income for 2025 is $59.0 million (EPS $0.16), while the six months ended June 30, 2026 show a pro forma net loss of $43.7 million (EPS $(0.08)).

XCF Global, Inc. (ticker SAFX) entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement with Abri Capital Limited. The agreement provides a $666,666 senior secured loan with a 25% original issue discount, resulting in a $500,000 purchase price. The note bears 10% annual interest, payable monthly, and matures on August 20, 2026, with default interest of 18% per year. The note is non‑amortizing, so no principal payments are due before maturity. As consideration, XCF Global will issue a non‑refundable commitment fee of 500,000 Class A common shares and must reserve 5,000,000 additional shares as Default Shares issuable upon any Event of Default. The loan is secured by a first‑priority security interest over specified assets of XCF Global, excluding its subsidiaries’ assets, and was issued under private offering exemptions including Section 4(a)(2) and Rule 506(b) of Regulation D.

XCF Global, Inc. reported that its New Rise Renewables Reno refinery has begun sales of renewable diesel to Tartan Oil LLC, a wholly owned subsidiary of Pilot Travel Centers LLC. XCF believes these Tartan sales could generate $12,860,000 to $13,860,000 in revenue per month, based on current production, logistics, diesel prices and market incentives. The estimate applies only to this customer relationship and assumes sales continue at current volumes under prevailing market conditions. The Reno facility has a 38 million gallon per year nameplate production capacity, and deliveries to Tartan are expected to continue with planned volume increases as production ramps, marking a transition toward revenue-generating commercial operations.

On July 27, 2026, XCF Global, Inc. filed a preliminary proxy statement tied to a Business Combination Agreement dated April 13, 2026 among XCF Global, DevvStream Corp., Southern Energy Renewables Inc., and two wholly owned merger subsidiaries of XCF Global. The proxy materials relate to a special meeting of stockholders to vote on approval and adoption of proposals associated with this proposed transaction.

The board of directors set July 29, 2026 as the record date for the special meeting, and stockholders of record at the close of business on that date will be entitled to receive notice of and vote at the meeting. Stockholders and other investors are urged to read the proxy statement available through the SEC for detailed information about the transaction and participants in the solicitation.

XCF Global, Inc. entered into a senior secured short-term loan and multiple private financing agreements. On July 16, 2026 it agreed to a $400,000 senior secured note with a 25% original issue discount, generating a $300,000 purchase price, bearing 10% annual interest and maturing 60 days after funding. The loan is secured by substantially all assets of XCF Global (excluding subsidiaries), includes a non-refundable fee of 500,000 common shares, and requires reserving 5,000,000 shares as default-related “Penalty of Default Shares.”

On July 17, 2026 the company agreed to sell an Initial Warrant for $1,000,000 giving the investor the right to purchase up to 6,891,798 shares at $2.50 per share, and allowing the investor, at its discretion, to buy up to an additional $99.0 million of similar warrants, capped at 50,000,000 underlying shares, together with related registration rights. Separately, on July 20, 2026 XCF Global sold 6,666,667 common shares to another investor for $1,000,000.05 in an unregistered private placement.

XCF Global, Inc. entered into a short-term senior secured loan for $1,000,000 with Brown Stone Capital Limited, structured with a 25% original issue discount for a cash purchase price of $750,000. The note carries 10% annual interest, payable monthly, and a non-amortizing two-month term, with the full balance due 60 days after funding and default interest at 18% per year.

To secure the loan, the company granted Brown Stone a first-priority security interest over its inventories, accounts, environmental attributes, deposit and securities accounts, equipment, chattel paper, and proceeds, limited to XCF Global’s assets and excluding subsidiaries. XCF Global will pay a non-refundable commitment fee of 500,000 Class A common shares and must reserve 5,000,000 authorized but unissued shares as default shares issuable upon an Event of Default.

XCF Global, Inc. terminated its Purchase Agreement with Helena Global Investment Opportunities I LTD, which had allowed the company to issue and sell up to $50,000,000 of common stock from time to time. Under that arrangement, Helena’s purchase price was the lowest intraday sale price during the three trading days after receiving each share delivery.

With the termination, approximately 55,000,000 shares of common stock that had been reserved for potential issuance to Helena are no longer reserved. The company states this reduces potential dilution and market overhang, including possible shorting activity, while it retains flexibility to pursue other financing alternatives.

XCF Global, Inc. entered into securities purchase agreements with accredited investors to sell 4,000,000 Class A common shares at $0.15 per share for aggregate gross proceeds of about $600,000. The shares are being issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D.

H.C. Wainwright & Co. and Roth Capital Partners are serving as co-placement agents. As compensation, the company will issue 233,333 common shares and warrants to buy additional common stock equal to 3% of the shares sold, with a five-year term and a $0.21 exercise price. An existing stockholder is purchasing 666,666 shares for $100,000, and the agents did not solicit this investor.

XCF Global, Inc. entered into two private securities purchase agreements, issuing a total of 26,666,680 Class A common shares at $0.15 per share for aggregate gross proceeds of about $4,000,002 to Brown Stone Capital Ltd. and EEME Energy SPV I, LLC.

The shares were sold in unregistered transactions under Section 4(a)(2) and Rule 506(b) of Regulation D to accredited investors. XCF states that the added equity capital supports execution of its strategic priorities and upgrades at its New Rise Renewables Reno facility, which it expects to return to production in early June 2026, subject to final commissioning steps.

XCF Global, Inc. is amending a recent current report to clarify that Randy Soule is one of the company’s major shareholders, not the sole majority shareholder. The underlying transaction remains the same: XCF and its subsidiary agreed with Encore DEC, LLC to settle about $16.7 million of outstanding payables and related debt through issuing 37,033,386 shares of Class A common stock at a conversion price of $0.451 per share.

Encore, owned by New Rise founder Randy Soule, has provided engineering and construction services for XCF’s New Rise Renewables Reno facility. Following the share issuance, Mr. Soule is expected to beneficially own about 30.56% of XCF’s outstanding Class A stock, significantly increasing insider ownership while reducing debt and eliminating certain property liens tied to earlier construction work.

XCF Global, Inc. entered into an agreement with Encore DEC, LLC to reduce debt and increase equity capitalization. Approximately $16.7 million of outstanding payables and related liens will be fully satisfied through the issuance of about 37.03 million shares of Class A common stock at a conversion price of $0.451 per share. Encore, owned by majority shareholder Randy Soule, provides engineering and construction services for XCF’s New Rise Renewables Reno facility. Following the share issuance, Randy Soule is expected to beneficially own about 30.56% of XCF’s Class A common stock. XCF states that this transaction is intended to strengthen its balance sheet, improve financial flexibility, and support its broader capital structure and growth objectives, including plans to resume operations at the New Rise Renewables Reno plant.

XCF Global, Inc. furnished an updated investor presentation as an exhibit, making it available on the company’s website. The presentation relates to a proposed transaction among XCF Global, DevvStream, and Southern.

The company plans to file a registration statement on Form S-4 that will include a combined proxy statement and prospectus for XCF stockholders. Investors are advised in the document to carefully read the Proxy Statement/Prospectus and related SEC filings when available, as these will describe the proposed transaction, its conditions, and associated risks.

XCF Global, Inc. entered a forbearance agreement under which landlord Twain GL XXVIII, LLC will forbear from enforcing certain rights under the New Rise Reno ground lease until January 1, 2027, subject to conditions. In return, XCF will issue 4,000,000 unregistered common shares, with any sale proceeds credited against principal, interest, and penalties owed.

The company reports that its New Rise Reno facility, commissioned in February 2025, has produced more than 2.5 million gallons of renewable fuels and is in the final stages of an upgrade, targeting a restart in June 2026. XCF sets 2027 targets of $775–$825 million gross product sales, $110–$120 million net revenue, $65–$70 million EBITDA, and 40–43 million gallons of renewable fuel production, supported by new leadership, a business combination agreement with Southern Energy Renewables and DevvStream, and strategic offtake and licensing arrangements.

XCF Global, Inc. removed Chief Financial Officer William Dale from his role on April 9, 2026 and acknowledged his service as interim CFO. On the same date, Chief Accounting Officer Pamela Abowd resigned effective April 30, 2026, with her responsibilities to be assumed by Harvey Schnitzer.

Effective April 13, 2026, the company appointed Harvey Schnitzer as CFO under an existing services agreement with ZRG Interim Solutions, paying ZRG $12,500 per week. Schnitzer brings decades of financial and operational leadership experience at public and private companies, and the company states he has no related-party or Item 404(a) transactions.

XCF Global, Inc. entered into a definitive Business Combination Agreement with DevvStream Corp. and Southern Energy Renewables Inc. to form a combined alternative energy platform focused on sustainable aviation fuel, green methanol and other low‑carbon products. DevvStream and Southern will become wholly owned subsidiaries of XCF, with expected post‑closing ownership of about 66.7% for existing XCF shareholders, 23.3% for Southern shareholders and 10.0% for DevvStream shareholders. Closing depends on multiple conditions, including shareholder approvals, SEC effectiveness of a Form S‑4, stock‑exchange approvals, plant conversion and financing milestones, and achieving targeted annualized fuel‑related revenues above $1 billion with at least $100 million of annualized EBITDA.

XCF Global, Inc. announced a binding term sheet with BGN for a renewable fuel tolling framework at its New Rise Renewables Reno plant, targeting production yields of 2,264 barrels per day of Sustainable Aviation Fuel and 481 barrels per day of renewable naphtha over an initial three-year term from production start. Under the arrangement, BGN will supply and own all renewable feedstocks, while XCF handles logistics, processing, storage, blending, and marketing support.

At the same time, Phillips 66 notified XCF’s New Rise subsidiary that it is terminating their 2017 Supply and Offtake Agreement effective May 1, 2026, suspending performance and seeking performance assurance and setoff rights. XCF is assessing the financial impact and coordinating an orderly wind-down with Phillips 66.

XCF Global, Inc. filed a current report highlighting two March 23, 2026 press releases on sustainable aviation fuel (SAF). In a conference presentation recap, CEO Chris Cooper emphasized renewable energy security, use of U.S. waste-based feedstocks, modular and scalable facilities, and logistics advantages near major aviation markets. The company noted its New Rise Renewables Reno flagship facility has a permitted nameplate production capacity of 38 million gallons per year of SAF. A separate release addressed the Middle East conflict, citing S&P Global Platts data that California SAF prices reached an all-time high of 885 cents ($8.85) per gallon, up more than 132 cents ($1.32) in a week, while US West Coast spot jet fuel rose to 125.54 cents ($1.26) per gallon. XCF framed domestic, waste-based SAF as a way to enhance U.S. energy security and reduce aviation emissions.

XCF Global, Inc. held a Special Meeting where stockholders approved the potential issuance of 19.99% or more of its common stock, as of January 26, 2026, to a single investor under a private placement. Of 232,673,544 shares outstanding on the record date, 162,336,821 shares, or 69.77%, were represented. The proposal passed with 159,944,874 votes for, 2,337,496 against, and 54,451 abstaining.

Under a binding term sheet with Southern Energy Renewables, DevvStream Corp., and EEME Energy SPV I LLC, XCF plans a $10 million investment to convert and build out its New Rise Renewables Reno facility for sustainable aviation fuel production, funded by selling $10 million of common stock to EEME. EEME has already acquired 38,000,000 shares for $3,800,000 and is expected to buy the remaining 62,000,000 shares for $6,200,000 in two equal tranches. The business combination and plant conversion remain subject to definitive agreements, approvals, and numerous risks outlined in extensive forward‑looking statements.

XCF Global, Inc. reported that it terminated the employment of its Chief Strategy Officer, Gregory Surette, effective February 2, 2026. The company states that his departure is not due to any disagreement on operations, policies, or practices. The board thanked Mr. Surette for his service and contributions. The filing also notes that his employment agreement had previously been filed as an exhibit with the SEC.

XCF Global, Inc. entered into a binding term sheet for a proposed three‑party business combination with Southern Energy Renewables and DevvStream Corp., under which Southern and DevvStream are expected to merge into wholly owned subsidiaries of XCF and their stockholders would receive XCF Class A common stock. To support the transaction and convert its New Rise Reno facility for sustainable aviation fuel blending, XCF agreed to a $10 million investment funded through the sale of $10 million of common stock to EEME Energy SPV I LLC, subject to a cap of 41,639,170 shares and a 19.99% beneficial ownership limit until stockholder approval. EEME is expected initially to purchase shares for $700,000, with additional purchases through March 31, 2026, and will receive customary registration rights without a lock‑up. The term sheet imposes interim restrictions, including limits on XCF’s equity line usage, reverse stock splits and certain short‑sale related activity, and can be terminated under multiple conditions. XCF highlights significant execution, regulatory, financing and Nasdaq listing‑compliance risks and cautions that the proposed deal and targeted revenue and EBITDA levels may never be achieved.

XCF Global, Inc. reported a chief financial officer transition and related compensation arrangements. The company entered into a Transition Agreement with outgoing CFO Simon Oxley, granting him 5,246,260 restricted stock units that will convert into Class A common shares, with the company using commercially reasonable best efforts to register those shares after issuance. He will continue in a consulting role to support the handover of CFO duties.

Under a separate Consulting Agreement, Mr. Oxley will receive a monthly fee of either 26,500 shares of common stock or $20,000, at the company’s option, and may receive an additional 2,753,740 shares if a specified acquisition project closes under defined conditions. XCF Global appointed William Dale as its new CFO under a services arrangement with ZRG Interim Solutions, paying ZRG $12,500 per week. The company also disclosed that it is evaluating financing options to support construction of its New Rise Reno 2 facility.

XCF Global, Inc. received a notice from Nasdaq that its Class A common stock no longer meets the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. The bid price was below $1.00 for 30 consecutive business days from October 27 to December 8, 2025, and the company has 180 calendar days, until June 8, 2026, to have its closing bid at or above $1.00 for at least ten consecutive business days.

The company also entered a non-binding Memorandum of Understanding with Southern Energy Renewables Inc. and DevvStream Corp. to explore potential collaboration around sustainable aviation fuel, environmental attributes, and related project development. The parties have overlapping investors, including entities controlled by Majique Ladnier that own about 19.6% of XCF’s Class A common stock, and XCF has a $365 thousand loan payable to GL Part SPV I, LLC. The Nasdaq notice does not immediately affect trading, and shares continue under the symbol SAFX.

XCF Global, Inc. (SAFX) is significantly restructuring its balance sheet by converting multiple obligations into Class A Common Stock. The company agreed with Encore DEC, LLC to settle $28,000,000 of payables at $0.7613 per share, issuing 36,779,193 shares and leaving Encore’s owner beneficially holding about 53.6% of the outstanding stock. GL Part SPV I, LLC is converting several loans and notes into 3,086,825, 3,677,919 and 1,891,501 shares, resulting in GL and related entities beneficially owning about 19.9% of the company.

Encore and Focus Impact BHAC Sponsor, LLC entered support agreements that restrict transfers of 12,872,718 Encore shares and all 3,306,944 Focus Impact shares until a resale registration becomes effective or is waived. The company also issued additional shares to satisfy penalties or fees under existing financings, including 102,233 shares to Narrow Road Capital, 36,512 to Gregory Segars Cribb, 2,131,823 to Innovativ Media Group via an EEME Energy note conversion, 950,000 to EEME Energy as fees, 240,000 to Polar, 133,333 to BTIG, and 62,754 to a consultant, all without underwriters or public offerings.

XCF Global, Inc. reported that it has made an updated Investor Presentation available as of November 20, 2025. The company plans to use this November 2025 presentation in meetings with investors, analysts, and other stakeholders, and it is furnished as Exhibit 99.1 to a current report on Form 8-K. The company specifies that the information in Item 7.01 and Exhibit 99.1 is being furnished, not filed, so it is not subject to liability under Section 18 of the Securities Exchange Act and will not be automatically incorporated by reference into other company filings.

XCF Global (SAFX) named Christopher Cooper as Chief Executive Officer and director, effective immediately. Cooper brings 25+ years in energy and renewables, including leadership roles at BGN and Neste. His employment terms include a $500,000 annual base salary, a target bonus equal to 100% of base salary (payable in cash or stock, subject to limits), and stock options equal to 2% of fully diluted ownership (calculated as of September 30, 2025) vesting annually over five years.

Severance provides 100% of base salary for termination without cause or with good reason, and 150% of base salary plus immediate vesting of unvested equity upon such a termination in connection with a change in control, along with certain benefit continuations. Mihir Dange’s employment was terminated without cause; he resigned from all roles. Director Wray Thorn was appointed Interim Chairman until a permanent Chair is elected.

XCF Global (SAFX) entered two short-term promissory notes with institutional lenders, each for a principal of $560,000, totaling $1,120,000. Each note carries a $60,000 original issue discount, delivering $1,000,000 in aggregate net proceeds. The notes bear no interest unless there is an event of default, when overdue amounts accrue at 12% per annum. They mature three months from disbursement.

Disbursement is conditioned upon filing a registration statement registering shares issuable under the May 30, 2025 Purchase Agreement with Helena Global Investment Opportunities 1 Ltd. The company must use 50% of net proceeds from sales of common stock under that agreement to repay the notes on a pro rata basis, and must immediately prepay with proceeds from any non‑permitted debt. The notes include customary covenants limiting additional indebtedness and liens, plus equal treatment provisions requiring proportionate handling of both notes.

XCF Global (SAFX) filed an amended 8-K to add audited and pro forma financials and update developments following the June 6, 2025 business combination that took the company public on Nasdaq. The filing details share issuance mechanics, governance agreements, financing updates, and operational contracts.

The company issued 142,130,632 shares of Class A Common Stock to legacy holders at closing, plus 622,109 shares to non‑redeeming stockholders and 1,200,000 shares via a subscription, with approximately 149.3 million shares outstanding immediately after closing. On a treasury‑stock‑method basis, fully diluted shares are approximately 157.8 million.

XCF reports substantial doubt about its ability to continue as a going concern. New Rise Reno’s GNCU loan acceleration notice was withdrawn, but events of default remain; as of September 30, 2025, bringing the loan current requires about $25,302,788, excluding roughly $2,350,030 in penalties/late charges. Under a Twain forbearance, XCF issued 4,000,000 shares; amounts owing under the ground lease total $23,719,746. The company completed two EEME Energy note conversions, issuing 1,430,550 shares at approximately $1.58 and 3,785,670 shares at approximately $1.20 per share. A Phillips 66 amendment clarified feedstock title and reporting obligations. The company cured a Nasdaq filing deficiency by filing its Q2 Form 10‑Q on October 16, 2025.

XCF Global, Inc. (SAFX) entered a binding term sheet with New Rise Australia to form an exclusive licensing and development partnership for renewable fuel facilities in Australia focused on sustainable aviation fuel and renewable diesel. The license has a 15-year initial term and may renew in five-year periods based on performance milestones.

XCF will receive a 12.5% non-dilutable equity interest in New Rise Australia and licensing fees equal to 12.5% of net profit achievement, to be defined in the definitive agreement. Governance terms include board representation and participation rights, while XCF retains ownership of all IP and improvements.

Milestones include the development of at least three SAF production facilities within the initial term, with progress checkpoints and FEED completion included in the definitive agreement. The parties plan to finalize a definitive agreement within 60 days, subject to customary due diligence, approvals, and closing conditions.

XCF Global, Inc. is hosting a corporate presentation in New York, New York on October 9, 2025, organized by Trinity Financing Corporation. The slide presentation used at the event is furnished as Exhibit 99.1, and attendees will also receive an “XCF at a Glance” brochure, furnished as Exhibit 99.2.

The company previously issued a press release titled “XCF Global to Host Presentation in New York Organized by Trinity Financing Corporation” on October 6, 2025, which is furnished as Exhibit 99.3. These materials are provided under a Regulation FD disclosure item and are expressly described as furnished, not filed, limiting their treatment under certain Exchange Act liability provisions and incorporation by reference.

XCF Global, Inc., through its wholly owned subsidiary New Rise Renewables Reno, LLC, has amended its long-standing Supply and Offtake Agreement with Phillips 66 Company. The new amendment clarifies that Phillips 66 keeps legal title to feedstock while it is stored at the New Rise facility, and that title passes to New Rise only when the feedstock leaves storage tanks and enters processing units for conversion.

The amendment also tightens operational requirements for New Rise, including obligations to maintain flow-metering equipment, provide daily inventory reports, conduct monthly volume reconciliations, and support a reverse-flow capability so Phillips 66 can require feedstock to be reloaded from storage tanks into railcars upon written notice. All other terms of the original agreement remain unchanged and in effect.

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.

XCF Global, Inc. reported that Anne Anderson resigned from its Board of Directors, effective September 19, 2025, for personal reasons. She had been the Board’s Lead Independent Director and served on both the Audit Committee and the Nominating and Governance Committee. The company stated that her resignation was not due to any disagreement regarding its operations, policies, or practices.

Effective September 22, 2025, Carter B. McCain will join the Audit Committee and Sanford Cockrell, III will join the Nominating and Governance Committee. The Board size was reduced from six to five directors and remains composed of a majority of independent directors in line with Nasdaq rules. XCF Global issued a press release on September 24, 2025 about these changes, which was furnished as an exhibit.

XCF Global, Inc. reports serious financing stress at its New Rise Renewables Reno subsidiary, which operates the company’s sustainable aviation fuel plant in Reno, Nevada. The subsidiary has four notes payable to Greater Nevada Credit Union with aggregate principal of $112,580,000, and GNCU sent a notice accelerating the full unpaid balance to $130,671,882.10 as of August 5, 2025 after payment defaults. GNCU later withdrew the acceleration notice, but the underlying events of default and uncured payment defaults remain in effect.

The company has signed a Pre-Negotiation Letter with GNCU to allow discussions, while GNCU expressly reserves all rights under the loan documents. XCF Global is exploring financing options and potential forbearance or modified payment terms to refinance the GNCU loan and meet obligations under the ground lease for the Reno facility, but it warns there is no assurance it can reach acceptable agreements or obtain sufficient funding to carry out its business plan.

XCF Global, Inc. reported that on August 21, 2025 it received a notice from Nasdaq stating the company is not compliant with Nasdaq Rule 5250(c)(1) because it has delayed filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025. Under Nasdaq rules, XCF has 60 calendar days, until October 20, 2025, to submit a plan to regain compliance, and if the plan is accepted Nasdaq may grant up to 180 calendar days from the original due date, until February 17, 2026, to cure the deficiency. The company’s Class A common stock will continue trading on Nasdaq under the symbol “SAFX”, and the notice does not directly affect its business operations, SEC reporting obligations, or cause a default under its material debt or other agreements. XCF is in the process of completing the delayed Q2 Form 10-Q and currently expects to file it with the SEC no later than September 30, 2025.

XCF Global, Inc. (Nasdaq: SAFX) filed a Form 8-K on 1 July 2025 to furnish, under Item 7.01 (Regulation FD), a new Investor Presentation as Exhibit 99.1. The presentation will be used in ongoing discussions with investors and analysts and is available on the company’s website. The filing clarifies that the material is furnished—not filed—so it is not subject to Exchange Act Section 18 liabilities or automatic incorporation into future SEC filings. Forward-looking statements contained in the presentation remain subject to the usual risks and uncertainties disclosed in prior SEC reports. No financial statements, earnings data, or transactional details are included in this report.

XCF Global (Nasdaq: SAFX) furnished a Form 8-K (Item 7.01) announcing a press release about a non-binding Memorandum of Understanding to explore partnering on a synthetic aviation fuel production facility in Australia. The filing contains no financial terms, capacity data, capital commitments or timeline, and the MOU imposes no binding obligations on either party. Filed solely under Regulation FD, the disclosure is considered “furnished,” not “filed,” carrying no Section 18 liability and no immediate accounting impact. Management offered no guidance update or financing details, positioning the news as an early-stage strategic discussion rather than a definitive agreement.

Form 8-K overview: On June 24, 2025, XCF Global, Inc. (Nasdaq: SAFX) furnished a Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure). The filing announces that the company issued a press release (Exhibit 99.1) describing its international expansion strategy. The press release itself is not included in the 8-K text and, consistent with Item 7.01, the information is deemed “furnished,” not “filed,” thereby limiting its incorporation into future Securities Act or Exchange Act filings.

Key filing details:

• Event date and filing date: June 24, 2025.
• No financial statements, pro-forma figures, or earnings guidance were provided.
• No major transactions, capital raises, or governance changes were disclosed.
• Exhibits: 99.1 (Press Release) and 104 (Cover Page Inline XBRL).

Regulatory context: Because the disclosure is furnished under Regulation FD, it is intended to ensure broad, non-selective communication of the expansion strategy. The lack of accompanying quantitative information indicates that management is sharing a qualitative update rather than reporting a material definitive agreement or financial milestone.

Investor takeaway: The filing signals management’s intent to grow internationally, which could have strategic importance; however, absent concrete metrics—such as targeted regions, projected capital outlay, or revenue contributions—the immediate financial impact cannot be assessed. Investors may wish to review the full Exhibit 99.1 once available to understand scope, timeline, and potential earnings implications.