XCF Global, Inc. 8-K

What Happened

• XCF Global, Inc. (through subsidiary New Rise Reno) filed an 8-K reporting two material events. On April 9, 2026, the company signed a Term Sheet with BGN for a Renewable Fuel Tolling Agreement to process BGN-owned feedstock into Sustainable Aviation Fuel (SAF) and renewable naphtha at the New Rise Reno facility (and potentially a second future facility). The Term Sheet targets yields of 2,264 bdp (barrels per day) for SAF and 481 bdp for renewable naphtha, has an initial three-year term from start of production, and calls for a definitive long-form tolling agreement to be negotiated within 20 business days.
• Separately, on April 2, 2026, Phillips 66 delivered notice terminating its Supply and Offtake Agreement with New Rise Reno effective May 1, 2026. Phillips 66 has suspended its performance obligations under the agreement, demanded performance assurance, and indicated it may exercise setoff rights against amounts owed between the parties. XCF Global is evaluating the notice, its financial impact, and is in discussions with Phillips 66 about an orderly wind-down and feedstock recovery.

Key Details

• Term Sheet date: April 9, 2026; definitive tolling agreement to be negotiated within 20 business days.
• Target production yields: 2,264 bdp SAF and 481 bdp renewable naphtha; initial term: 3 years from commencement.
• Phillips 66 termination notice dated April 2, 2026; termination effective May 1, 2026; Phillips 66 suspended purchase/delivery/payment obligations and may set off amounts owed.
• New Rise Renewables Reno, LLC is a wholly owned subsidiary of XCF Global.

Why It Matters

• The BGN tolling Term Sheet could restore or replace production volume and revenue potential at XCF’s New Rise Reno facility by processing third-party feedstock into SAF and renewable naphtha, while BGN bears feedstock purchase and delivery costs.
• The termination by Phillips 66 removes a prior supplier/100% offtake customer relationship, creates immediate operational and financial uncertainty, and could affect near-term cash flows and inventory handling depending on the outcome of wind-down talks and any setoff claims.
• Investors should watch for (1) execution of the definitive tolling agreement with BGN, (2) updates on negotiations and financial impact related to the Phillips 66 termination, and (3) any subsequent disclosures that quantify effects on revenue, production, or working capital.