XCF Global (SAFX) investor discloses 49.6% stake via $28M conversion

Rhea-AI Filing Summary

XCF Global, Inc. received a large equity holder disclosure on a Schedule 13D. Individual investor Randy Soule reports beneficial ownership of 78,901,648 shares of Class A common stock, representing 49.6% of the class. Encore DEC, LLC, a Nevada construction and engineering firm of which Mr. Soule is the sole member, beneficially owns 36,779,193 shares, or 17.6% of the class.

The shares were acquired by converting $28,000,000 of invoices payable to Encore into XCF common stock. The reporting persons state they will not trade the acquired shares for a minimum of six months, though they reserve the right to buy or sell XCF stock in the future, subject to applicable law.

Insights

Equity ownership and governance analyst

Schedule 13D reveals a new near‑majority owner in XCF Global.

The filing shows Randy Soule beneficially owning 78,901,648 Class A shares, or 49.6% of the class, with Encore DEC, LLC itself holding 36,779,193 shares, or 17.6%. Because Mr. Soule is Encore’s sole member and directs its voting and disposition power, he effectively controls a large block of the company’s stock.

The equity position arose from converting $28,000,000 of invoices payable to Encore into XCF common stock, turning a sizeable trade payable into ownership. The reporting persons state they will not trade the acquired shares for a minimum of six months, which limits near‑term selling activity but still allows future transactions at their discretion, subject to law.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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
2812060433

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

11/24/2025

(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).

SCHEDULE 13D

CUSIP No. 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)

SC

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 78,901,648.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 78,901,648.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

78,901,648.00

12

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

13

Percent of class represented by amount in Row (11)

49.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 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)

SC

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 36,779,193.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 36,779,193.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

36,779,193.00

12

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

13

Percent of class represented by amount in Row (11)

17.6 %

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, MCCARRAN, TEXAS , 89434.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed on behalf of the following persons : 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 ) .
(b)	This Schedule 13D is being filed on behalf of the following persons: 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).
(c)	This Schedule 13D is being filed on behalf of the following persons: 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).
(d)	N/A
(e)	N/A
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	The shares acquired by the Reporting Persons were acquired by converting $28,000,000 of invoices payable to Encore into shares of common stock of XCF.
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)	(a) The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto), and in Items 2 and 3, are incorporated by reference into this Item 5. Encore beneficially owns 36,779,193 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.
(b)	(b) The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto), and in Items 2 and 3, are incorporated by reference into this Item 5. Encore beneficially owns 36,779,193 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.
(c)	(c) The Reporting Persons have not conducted any in XCF securities in the past 60 days other than the acquisition reported on this Schedule 13D.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Person will not trade the shares acquired for a minimum of 6 months. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of XCF.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Company Support Agreement

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:	/s/ Randy Soule
Name/Title:	Randy Soule
Date:	01/13/2026

Encore DEC, LLC

Signature:	/s/ Randy Soule
Name/Title:	Randy Soule, Managing Member
Date:	01/13/2026

FAQ

What ownership stake does Randy Soule report in XCF Global (SAFX)?

Randy Soule reports beneficial ownership of 78,901,648 shares of XCF Global Class A common stock, representing 49.6% of the outstanding class.

How many XCF Global (SAFX) shares does Encore DEC, LLC hold?

Encore DEC, LLC beneficially owns 36,779,193 shares of XCF Global common stock, which the filing states is 17.6% of the Class A common stock.

How did the reporting persons acquire their XCF Global (SAFX) shares?

The filing states the shares were acquired by converting $28,000,000 of invoices payable by XCF Global to Encore into shares of XCF common stock.

Will Randy Soule and Encore DEC, LLC immediately trade their XCF Global (SAFX) shares?

The reporting persons state that they will not trade the shares acquired for a minimum of six months, although they reserve the right to buy or sell XCF stock thereafter, subject to applicable law.

What is the relationship between Randy Soule and Encore DEC, LLC in this XCF Global (SAFX) filing?

Encore DEC, LLC is a Nevada limited liability company engaged in construction and engineering services, and Randy Soule is its sole member. He has the power to direct the vote and disposition of Encore’s XCF shares.

Does the Schedule 13D state any specific plans for XCF Global (SAFX)?

The reporting persons state they do not currently intend to take the actions listed in Item 4(a)–(j), but reserve the right to do so and may buy or sell XCF common stock at their discretion, subject to law.

What lock-up or holding commitment is disclosed for XCF Global (SAFX) shares?

The filing states that the reporting person will not trade the shares acquired for a minimum of six months, indicating a stated holding period before any sales.