XCF Global (SAFX) awards over 8.1M restricted shares to consulting affiliate

Rhea-AI Filing Summary

XCF Global, Inc. director THORN WRAY T reported two indirect acquisitions of restricted Class A Common Stock on May 21, 2026. In total, 8,146,079 shares were granted to Focus Impact Partners, LLC (FIP), a consulting firm controlled by the reporting person and another individual, as compensation for accrued and additional fees under a Consulting Agreement. The restricted shares will be issued only if FIP continues the agreement and the company does not terminate it for Cause before January 1, 2027.

Insights

Corporate governance analyst

Large equity grant to a consulting affiliate, contingent on continued service.

Director THORN WRAY T reported two indirect awards of restricted Class A Common Stock totaling 8,146,079 shares. The shares were granted to Focus Impact Partners, LLC, which provides consulting services to XCF Global, Inc. under a Consulting Agreement.

One grant of 3,564,241 shares covers accrued and unpaid fees for services from February 19, 2025 through June 30, 2026. A second grant of 4,581,838 shares covers additional fees. The stock is restricted and will only be issued if FIP does not terminate the agreement before January 1, 2027 and the company does not terminate it for Cause.

These are compensation-related, non-cash awards rather than open-market purchases or sales, and they increase the equity-linked interests of an affiliated consulting entity rather than reflecting discretionary trading in the public market.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider THORN WRAY T

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	4,581,838	$0.00	--
Grant/Award	Class A Common Stock	3,564,241	$0.00	--

Holdings After Transaction: Class A Common Stock — 4,839,190 shares (Indirect, See Footnote)

Footnotes (1)

1. Focus Impact Partners, LLC ("FIP") provides consulting services to the Issuer pursuant to a Consulting Agreement. FIP is controlled by Carl Stanton and the reporting person. Shares of restricted Common Stock were granted to FIP for payment accrued and unpaid fees for services rendered under the Consulting Agreement for the period from February 19, 2025 through June 30, 2026. The restricted Common Stock will be issued provided that FIP has not terminated the Consulting Agreement prior to January 1, 2027 and the Company has not terminated the Consulting Agreement for Cause (as defined in the Consulting Agreement) prior to January 1, 2027. Shares of restricted Common Stock were granted to FIP for additional fees for services rendered under the Consulting Agreement. The restricted Common Stock will be issued provided that FIP has not terminated the Consulting Agreement prior to January 1, 2027 and the Company has not terminated the Consulting Agreement for Cause (as defined in the Consulting Agreement) prior to January 1, 2027.

Key Figures

Restricted stock grant 1: 3,564,241 shares Restricted stock grant 2: 4,581,838 shares Shares after transaction (block 1): 8,403,431 shares +3 more

6 metrics

Restricted stock grant 1 3,564,241 shares Restricted Class A Common Stock granted to Focus Impact Partners, LLC for accrued and unpaid consulting fees

Restricted stock grant 2 4,581,838 shares Restricted Class A Common Stock granted to Focus Impact Partners, LLC for additional consulting fees

Shares after transaction (block 1) 8,403,431 shares Indirect holdings reported following the first May 21, 2026 transaction

Shares after transaction (block 2) 4,839,190 shares Indirect holdings reported following the second May 21, 2026 transaction

Service period for accrued fees February 19, 2025 through June 30, 2026 Period of consulting services covered by one restricted stock grant

Service condition end date January 1, 2027 Date through which the Consulting Agreement must remain in place for stock issuance

Key Terms

restricted Common Stock, Consulting Agreement, Cause

3 terms

restricted Common Stock financial

"Shares of restricted Common Stock were granted to FIP for payment accrued"

Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.

Consulting Agreement financial

"services to the Issuer pursuant to a Consulting Agreement. FIP is controlled"

Cause regulatory

"the Company has not terminated the Consulting Agreement for Cause (as defined"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 2026-07-10 - 15:56 Accepted by SEC EDGAR 2026-07-10 - 15:55 Learn about SEC filing dates

FAQ

What insider transactions did XCF Global (SAFX) report for THORN WRAY T?

XCF Global reported two indirect acquisitions by director THORN WRAY T on May 21, 2026, consisting of restricted Class A Common Stock granted to Focus Impact Partners, LLC as compensation under a Consulting Agreement.

How many XCF Global (SAFX) shares were granted in the May 21, 2026 awards?

Two restricted stock grants totaled 8,146,079 shares of XCF Global Class A Common Stock: one for 3,564,241 shares and another for 4,581,838 shares, both reported as indirect holdings.

Who received the restricted stock related to XCF Global (SAFX) and what is FIP?

The restricted shares were granted to Focus Impact Partners, LLC (FIP), which provides consulting services to XCF Global. FIP is controlled by Carl Stanton and the reporting person and received the stock as fees for services under a Consulting Agreement.

What conditions apply to the XCF Global (SAFX) restricted stock granted to FIP?

The restricted stock will be issued only if FIP does not terminate the Consulting Agreement before January 1, 2027 and XCF Global does not terminate the agreement for Cause before that date, making the awards service-contingent.

What period of services do the XCF Global (SAFX) stock grants compensate?

One grant of restricted Common Stock compensates accrued and unpaid consulting fees for services rendered from February 19, 2025 through June 30, 2026, while a second grant covers additional fees for services under the same Consulting Agreement.

Are the XCF Global (SAFX) insider transactions open-market trades?

No. The transactions are classified as grant, award, or other acquisition of restricted Common Stock to a consulting entity, not open-market purchases or sales, and were reported as indirect ownership entries.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

THORN WRAY T

(Last) (First) (Middle)

3040 POST OAK BLVD. FLOOR 18 SUITE 164

(Street)

HOUSTON TEXAS 77056

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
XCF Global, Inc. [ SAFX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/21/2026		A		4,581,838(1)	A	$0	4,839,190(1)	I	See Footnote(1)
Class A Common Stock	05/21/2026		A		3,564,241(1)(2)	A	$0	8,403,431(1)(2)	I	See Footnote(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Focus Impact Partners, LLC ("FIP") provides consulting services to the Issuer pursuant to a Consulting Agreement. FIP is controlled by Carl Stanton and the reporting person. Shares of restricted Common Stock were granted to FIP for payment accrued and unpaid fees for services rendered under the Consulting Agreement for the period from February 19, 2025 through June 30, 2026. The restricted Common Stock will be issued provided that FIP has not terminated the Consulting Agreement prior to January 1, 2027 and the Company has not terminated the Consulting Agreement for Cause (as defined in the Consulting Agreement) prior to January 1, 2027.

2. Shares of restricted Common Stock were granted to FIP for additional fees for services rendered under the Consulting Agreement. The restricted Common Stock will be issued provided that FIP has not terminated the Consulting Agreement prior to January 1, 2027 and the Company has not terminated the Consulting Agreement for Cause (as defined in the Consulting Agreement) prior to January 1, 2027.

	/s/ Julio C. Esquivel as Attorney-In-Fact for Reporting Person	07/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)