Major XCF Global (SAFX) holder details 21.8% stake and recent share sales

Rhea-AI Filing Summary

XCF Global, Inc. shareholders are informed that this Amendment No. 3 to Schedule 13D updates the holdings and recent trades of major holder Randy Soule and Encore DEC, LLC. Soule is reported to beneficially own 72,383,239 shares of Class A common stock, representing 21.8% of the class, with sole voting and dispositive power over these shares. Encore DEC, LLC is reported to beneficially own 16,683,000 shares, or 5.0% of the class, also with sole voting and dispositive power.

The filing explains that Soule controls Encore and has voting and dispositive power over its XCF shares, and that RESC Renewables Holdings, LLC beneficially owns 66,932,417 XCF shares, of which 47,749,586 shares are attributable to Soule’s 71.34% interest. The amendment also discloses that Encore sold 1,261,830 shares on March 12, 2026 at $0.52 per share in an open-market transaction, 9,000,000 shares on April 30, 2026 at $0.344 per share in a private sale, and 5,000,000 shares on May 15, 2026 at $0.4074 per share in a private sale. The reporting persons state they currently have no specific plans for corporate actions but may buy or sell XCF common stock at their discretion, subject to applicable law.

Insights

Equity ownership and governance analyst

Filing updates a large shareholder’s 21.8% stake and recent sales activity.

Randy Soule reports beneficial ownership of 72,383,239 XCF Global Class A shares, or 21.8% of the class, with sole voting and dispositive power. Encore DEC, LLC, which he controls, holds 16,683,000 shares, or 5.0%. The filing clarifies control relationships, including Soule’s 71.34% interest in RESC Renewables Holdings, LLC, which beneficially owns 66,932,417 shares.

The amendment also details three sizeable dispositions by Encore: 1,261,830 shares sold at $0.52 per share in an open-market trade, 9,000,000 shares at $0.344 in a private sale, and 5,000,000 shares at $0.4074 in another private sale. These are concrete liquidity events but do not eliminate Soule’s substantial position.

From a governance perspective, a holder with over 20% of the class maintains meaningful influence despite recent sales. Future company filings may provide additional context on any further stake changes or corporate actions, given the filer’s stated ability to buy or sell shares at their discretion.

Key Figures

Soule beneficial ownership: 72,383,239 shares Encore DEC, LLC holdings: 16,683,000 shares RESC Renewables beneficial ownership: 66,932,417 shares +5 more

8 metrics

Soule beneficial ownership 72,383,239 shares Class A common stock, 21.8% of class, sole voting and dispositive power

Encore DEC, LLC holdings 16,683,000 shares Class A common stock, 5.0% of class, sole voting and dispositive power

RESC Renewables beneficial ownership 66,932,417 shares Beneficially owned XCF Global common stock by RESC Renewables Holdings, LLC

Soule’s interest via RESC Renewables 47,749,586 shares 71.34% of RESC Renewables’ XCF shares over which Soule has voting and dispositive power

Open-market sale 1,261,830 shares at $0.52/share Encore DEC, LLC sale on March 12, 2026

Private sale 1 9,000,000 shares at $0.344/share Encore DEC, LLC private sale on April 30, 2026

Private sale 2 5,000,000 shares at $0.4074/share Encore DEC, LLC private sale on May 15, 2026

Percent of class 21.8% Percent of XCF Global Class A common stock reported for Randy Soule

Key Terms

beneficially owns, sole voting power, sole dispositive power, Schedule 13D, +2 more

6 terms

beneficially owns financial

"Encore beneficially owns 16,683,000 shares of XCF common stock."

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 7 | Sole Voting Power 72,383,239.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"9 | Sole Dispositive Power 72,383,239.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13D regulatory

"This Amendment No. 3 amends and supplements the statement on initially filed on January 13, 2026"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

open market transaction financial

"Encore DEC, LLC sold 1,261,830 shares on March 12, 2026 at $0.52 per share in an open market transaction."

An open market transaction is a buy or sell of publicly traded securities executed on an exchange or other public trading venue where many buyers and sellers can participate. It matters to investors because these trades change the visible supply and demand for a stock—like shoppers moving prices in a busy marketplace—affecting share price, liquidity (how easily you can trade), and sometimes the balance of ownership.

private sale financial

"Encore DEC, LLC sold 9,000,000 shares on April 30, 2026 at $0.344 per share in a private sale."

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

XCF Global, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

98400U103

(CUSIP Number)

Samuel E. Whitley
24285 Katy Freeway, Suite 300
Katy, TX, 77494
2812060434

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 98400U103

1

Name of reporting person

SOULE RANDY

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 72,383,239.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 72,383,239.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

72,383,239.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 98400U103

1

Name of reporting person

Encore DEC, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 16,683,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 16,683,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,683,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: XCF Global, Inc.
(c)	Address of Issuer's Principal Executive Offices: 611 PERU DRIVE, Suite 300, MCCARRAN, TEXAS , 89434.
Item 2.	Identity and Background
(a)	This Amendment No. 3 amends and supplements the statement on Schedule 13D initially filed on January 13, 2026 by the following person (the "Reporting Persons") with respect to shares of common stock of XCF Global, Inc. (the "Issuer"). Randy Soule, an individual whose address is 425 Western Rd., Suite 102, Reno, Nevada 89506. Mr. Soule's primary business is providing construction and engineering services through Encore. Mr. Soule has not been convicted in a criminal proceeding. Mr. Soule has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). Encore DEC, LLC, a Nevada limited liability company whose address is 425 Western Rd., Suite 102, Reno, Nevada 89506 ("Encore"). The primary business of Encore is construction and engineering services. Encore has not been convicted in a criminal proceeding. Encore has not been a party to a proceeding required to be disclosed pursuant to Item 2(e).
Item 4.	Purpose of Transaction
	Other than as set forth above, the Reporting Persons do not intend to take any of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D at this time; however, they reserve the right to do so. The Reporting Persons may purchase and sell common stock of XCF in their sole discretion and at such times as they deem convenient, subject to applicable law.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Amendment No. 3 (including the footnotes thereto), and in Items 2 and 3, are incorporated by reference into this Item 5. Encore beneficially owns 16,683,000 shares of XCF common stock. Mr. Soule is the sole member of Encore. As such, he has the power to direct the vote and disposition of Encore's shares of XCF. RESC Renewables Holdings, LLC ("RESC Renewables") beneficially owns 66,932,417 shares of XCF common stock. Mr. Soule owns 71.34% of RESC Renewables' shares of XCF common stock (47,749,586 shares), leaving him to have the power to direct the vote and disposition of RESC Renewables? 47,749,586 shares of XCF.
(b)	The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Amendment No. 3 (including the footnotes thereto), and in Items 2 and 3, are incorporated by reference into this Item 5. Encore beneficially owns 16,683,000 shares of XCF common stock. Mr. Soule is the sole member of Encore. As such, he has the power to direct the vote and disposition of Encore's shares of XCF. RESC Renewables Holdings, LLC ("RESC Renewables") beneficially owns 66,932,417 shares of XCF common stock. Mr. Soule owns 71.34% of RESC Renewables' shares of XCF common stock (47,749,586 shares), leaving him to have the power to direct the vote and disposition of RESC Renewables? 47,749,586 shares of XCF.
(c)	a. Encore DEC, LLC sold 1,261,830 shares on March 12, 2026 at $0.52 per share in an open market transaction. b. Encore DEC, LLC sold 9,000,000 shares on April 30, 2026 at $0.344 per share in a private sale. c. Encore DEC, LLC sold 5,000,000 shares on May 15, 2026 at $.4074 per share in a private sale.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Schedule 13D filed by Reporting Persons on January 13, 2026) Exhibit 2 Company Support Agreement (incorporated by reference to Exhibit 2 to the Schedule 13D filed by Reporting Persons on January 13, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SOULE RANDY

Signature:	Randy Soule
Name/Title:	Randy Soule, self
Date:	05/22/2026

Encore DEC, LLC

Signature:	Randy Soule
Name/Title:	Randy Soule, Managing Member
Date:	05/22/2026

FAQ

How many XCF Global (SAFX) shares does Randy Soule beneficially own?

Randy Soule reports beneficial ownership of 72,383,239 XCF Global Class A common shares, representing 21.8% of the outstanding class. He is shown as having sole voting and dispositive power over these shares, indicating significant influence over that equity position.

What stake in XCF Global (SAFX) is reported for Encore DEC, LLC?

Encore DEC, LLC is reported to beneficially own 16,683,000 shares of XCF Global Class A common stock, equal to 5.0% of the class. The filing states Encore has sole voting and dispositive power over these shares, and that Randy Soule is its sole member.

What recent XCF Global (SAFX) share sales are disclosed for Encore DEC, LLC?

Encore DEC, LLC disclosed three sales of XCF Global shares: 1,261,830 shares at $0.52 per share on March 12, 2026, 9,000,000 shares at $0.344 on April 30, 2026, and 5,000,000 shares at $0.4074 on May 15, 2026, including both open-market and private transactions.

How is RESC Renewables Holdings, LLC related to Randy Soule’s XCF Global (SAFX) holdings?

RESC Renewables Holdings, LLC is reported to beneficially own 66,932,417 XCF Global shares. The filing states Randy Soule owns 71.34% of RESC Renewables’ XCF shares, corresponding to 47,749,586 shares, giving him power to direct the vote and disposition of that portion of the holdings.

Does the filing state any specific corporate plans for XCF Global (SAFX)?

The reporting persons state they do not currently intend to take the actions described in Item 4 subsections (a) through (j), but reserve the right to do so. They also note they may purchase or sell XCF Global common stock at their discretion, subject to applicable law.

What is the purpose of this Amendment No. 3 related to XCF Global (SAFX)?

Amendment No. 3 updates the Schedule 13D filed for XCF Global, reflecting current beneficial ownership for Randy Soule and Encore DEC, LLC and detailing recent share sales by Encore. It also reiterates their relationship to RESC Renewables and restates their current intentions regarding potential corporate actions.