XCF Global: enters agreement to buy Paramount SAF facility for $60,000,000

What happened

• XCF Global, Inc. reported that on Oct 20, 2026 New Rise Renewables Paramount, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of the company, entered into an Asset Purchase and Sale Agreement with Air Products Manufacturing LLC to acquire the seller’s interests in a sustainable aviation fuel production facility in Paramount, California.
• The company and XCF Global Capital, Inc. guaranteed certain obligations of the buyer, and the buyer will assume certain liabilities arising from ownership or operation of the assets, subject to specified exceptions. The company furnished a press release about the agreement as Exhibit 99.1.

Key details

• Purchase price: $10,000,000 in cash payable at closing plus an additional base payment of $50,000,000, with prepayment and interest provisions; final payment of outstanding amount plus accrued interest due 36 months after closing.
• Prepayment terms: payments made on or before 24 months after closing reduce the base amount by a time-varying factor; interest accrues beginning 24 months after closing and payments after that date reduce the outstanding amount dollar-for-dollar.
• Closing conditions include customary representations and warranties, performance of covenants, absence of a Material Adverse Effect, and the buyer having conditionally bound property and casualty and environmental liabilities insurance policies that will become effective upon closing.
• Either party may terminate if closing has not occurred by 5:00 p.m. Central Time on Dec 15, 2026, with an automatic one-time 15-day extension if certain closing conditions remain unsatisfied but all other conditions are satisfied or capable of being satisfied.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) covering the Purchase Agreement to acquire the Paramount sustainable aviation fuel facility, and Item 7.01 (Regulation FD disclosure) furnishing the related press release.
• The report contains forward-looking statements about the transaction and timing and notes that actual results may differ if closing conditions are not satisfied or the Purchase Agreement is terminated.
• This filing does not show why the insider traded or why the company acted.