XCF Global (SAFX) Announces $100M ATM Sales Agreement

What Happened
XCF Global, Inc. filed an 8-K on September 15, 2026 disclosing that it entered into a sales agreement dated September 14, 2026 with Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC to conduct an "at-the-market" (ATM) offering. Under the agreement the Company may offer and sell up to $100,000,000 aggregate market value of its Class A common stock from time to time through the agents. Sales will be made pursuant to a prospectus supplement dated September 14, 2026 and the Company’s Form S-3 shelf registration.

Key Details

• Offering vehicle: at-the-market (Rule 415) sales of Class A common stock, up to $100,000,000 aggregate market value.
• Agents: Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC; only one agent may be designated on a given date.
• Fees & expenses: agents’ commission up to 3.0% of gross sales proceeds; Company to reimburse agents’ counsel fees up to $75,000 initially and up to $7,500 per calendar quarter thereafter.
• Other terms: Company may terminate with five days’ notice; Roth may terminate on five days’ notice or immediately under certain adverse conditions; customary representations, indemnities and a legal opinion on share validity were included.

Why It Matters
This agreement gives XCF Global a flexible way to raise capital over time without a fixed share offering, enabling the company to access up to $100 million for working capital and general corporate needs. For investors, any sales under the program could dilute existing shareholders and may place selling pressure on the stock, but there is no obligation that any shares will be sold. The commission, fee reimbursements and indemnities are typical for ATM arrangements and are disclosed as part of the company’s financing plan.