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8-KAccepted Oct 6, 4:15 PM ET

XCF Global: increases authorized Class A common stock to 1,700,000,000

SAFXXCF Global, Inc.

Accepted (ET)

4:15 PM

Oct 6, 2026

Filed

Oct 6, 2026

Documents

12

Size

228.8 KB

Summary

XCF Global: increases authorized Class A common stock to 1,700,000,000

Updated

What happened

  • XCF Global, Inc. reported that its stockholders approved Proposal 1 at a special meeting held Oct 5, 2026, and on Oct 5, 2026 the company filed a certificate of amendment to increase authorized shares of Class A Common Stock from 500,000,000 to 1,700,000,000, effective upon filing.
  • The company held a virtual special meeting on Oct 5, 2026 at which 292,412,906 shares of Common Stock (70.4% of 415,296,896 shares outstanding as of the Sep 25, 2026 record date) were represented, and stockholders voted on 5 proposals described in the company’s Proxy Statement/Prospectus.

Key details

  • Amendment filed Oct 5, 2026: authorized Class A Common Stock increased from 500,000,000 to 1,700,000,000; filed as Exhibit 3.1 to the Form 8-K.
  • Shares represented at the special meeting: 292,412,906 shares, which is 70.4% of 415,296,896 shares outstanding as of Sep 25, 2026.
  • Proposal 1 (increase authorized Class A shares) voting: For 286,810,803; Against 5,542,237; Abstentions 59,866.
  • Proposal 2 (approve potential issuance of 19.99% or more of outstanding shares under business combination) voting: For 287,161,873; Against 5,208,824; Abstentions 42,209.
  • Proposal 3 (elect post-closing board members) voting by nominee:
    • Christopher Cooper: For 292,297,592; Withhold 115,314.
    • Chad J. Langley: For 292,265,000; Withhold 147,906.
    • John Wharton: For 292,270,450; Withhold 142,456.
    • Wray Thorn: For 291,631,055; Withhold 781,851.
    • Sanford Cockrell: For 292,217,276; Withhold 195,630.
    • Si-Yeon Kim: For 292,196,644; Withhold 216,262.
    • Carl Stanton: For 292,129,715; Withhold 283,191.
  • Proposal 4 (increase shares reserved under 2025 equity incentive plan to 80,000,000) voting: For 280,192,521; Against 11,909,931; Abstentions 310,454.
  • Proposal 5 (approve adjournment if needed) voting: For 287,215,108; Against 4,897,570; Abstentions 300,228. An adjournment was not necessary because there were sufficient votes in favor of Proposals 1, 2, 3 and 4.

Why it may matter

  • Item reported: Item 5.03 (amendments to articles of incorporation) and Item 5.07 (submission of matters to a vote of security holders). Item 5.03 covers the filed certificate of amendment increasing authorized Class A Common Stock. Item 5.07 covers the special meeting, quorum, and vote totals for each of the 5 proposals.
  • The filing does not state why the company acted.

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