XCF Global, Inc. 8-K

What Happened

• XCF Global, Inc. (NASDAQ: SAFX) filed an 8-K reporting that on May 6, 2026 it entered a Payable Acknowledgement and Settlement Agreement with Encore DEC, LLC to convert approximately $16.7 million of outstanding payables into equity.
• Under the agreement, XCF will issue 37,033,386 shares of its Class A common stock at a conversion price of $0.451 per share. Encore DEC is 100% owned by Randall (Randy) Soule, the company’s majority shareholder, and provides EPC and construction services to New Rise Renewables Reno, a XCF subsidiary. The company issued a press release about the transaction on May 12, 2026 (filed as Exhibit 99.1).

Key Details

• Amount settled: approximately $16.7 million in outstanding accounts payable.
• Shares issued: 37,033,386 shares of Class A common stock.
• Conversion price: $0.451 per share (the greater of the 5-day average closing price and the prior trading day’s close).
• Ownership impact: Randall Soule will beneficially own about 30.56% of the Company’s outstanding Class A common stock after the conversion.

Why It Matters

• This is a non-cash settlement that reduces liabilities by ~$16.7M while increasing the company’s outstanding shares by 37 million, which may dilute existing shareholders’ percentage ownership.
• The counterparty is a related party (owned by the company’s majority shareholder), so investors should note the related-party nature of the deal and review the filed agreement for full terms.
• Investors may want to review the Form 8-K exhibits (the settlement agreement and the company press release) for more detail on timing, registration status of the shares, and any additional conditions.