XCF Global, Inc. Files Amended 10-K/A: Key Updates for Investors

Overview

XCF Global, Inc. (Nasdaq: SAFX), an industrial organic chemicals company, has filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amended filing primarily provides the Part III information, including details on directors, executive compensation, beneficial ownership, related party transactions, and auditor fees, which were omitted in the original filing. This update is significant for shareholders, as it includes new governance, compensation, and transaction disclosures following the company’s recent business combination and ongoing strategic initiatives.

Key Highlights Investors Should Note

• Amendment Scope: The amendment fills in Part III (Items 10-14) of the Form 10-K, focusing on governance, compensation, ownership, and auditor relationships.
• Business Combination and Strategic Transactions: XCF Global references a recently closed business combination and ongoing negotiations with parties including XCF, DEVS, and EEME. The finalization of these deals could have a significant impact on the company’s strategic direction, competitive position, and valuation.
• Risk Factors: The company has identified several risks that could materially affect its future performance, including inflationary pressures, regulatory changes, the completion of proposed transactions, legal proceedings, and the ability to realize anticipated benefits from acquisitions and combinations. These factors may influence share price volatility.
• Public Float and Outstanding Shares: As of June 30, 2025, the aggregate market value of shares held by non-affiliates was approximately \$95.5 million, with a reported share price of \$1.76 and 295,751,308 Class A shares outstanding as of April 16, 2026.
• Corporate Governance and Board Composition: The board is required to have a majority of independent directors. As of the report date, the board consists of Chris Cooper (CEO, 56) and Harvey Schnitzer (CFO, 67). The company complies with Nasdaq and SEC independence and governance requirements.
• Equity Incentive and Employee Stock Purchase Plans: In connection with the business combination, XCF adopted a 2025 Equity Incentive Plan (max 7% of fully diluted shares) and a 2025 Employee Stock Purchase Plan (ESPP, 1,000,000 shares reserved). Both plans are designed to retain and incentivize key talent.
• Outstanding Equity Awards: As of December 31, 2025, CEO Chris Cooper had no outstanding options or unvested shares, while former CFO Simon Oxley had 1,522,376 options and 1,319,199 unvested shares, indicating changes in executive compensation post-business combination.
• Beneficial Ownership: Major shareholders include RESC Renewables Holdings, LLC (22.63% ownership, 66.9 million shares), Encore DEC, LLC, and several SPVs. The concentration of ownership among a few entities may impact control and future share price movements.
• Section 16(a) Compliance Issues: The company disclosed several missed filings for executive officers, directors, and major shareholders regarding changes in beneficial ownership. This may raise governance and compliance concerns among investors.
• Legal Proceedings: The company reports no material legal proceedings involving directors or executive officers.
• New Code of Ethics and Insider Trading Policy: XCF has adopted a new Code of Ethics and an insider trading policy that prohibits hedging/monetization transactions in company securities.
• Board Activity: The Board met nine times in 2025; the company has not yet held its first annual meeting of shareholders, which is notable for investors tracking governance milestones.
• Related Party Transactions: The Audit Committee oversees all related party transactions. Notably, a definitive agreement regarding the proposed EEME transaction has not been reached, and the company cautions there is no assurance of completion.

Potentially Price-Sensitive Information

• Strategic Transaction Uncertainty: Completion of the proposed transaction with XCF, DEVS and EEME remains uncertain. The outcome and terms, once finalized, could have a material impact on the company’s operations, financial performance, and share price.
• Concentration of Ownership: The significant ownership stakes held by a few entities such as RESC Renewables Holdings, Encore DEC, and affiliated SPVs may lead to volatility or abrupt changes in control if there are any block trades or changes in strategy by these holders.
• Missed Section 16 Filings: The company’s admission of delayed/missed filings for directors, officers, and major shareholders could prompt regulatory scrutiny or affect investor confidence in corporate governance.
• Equity Plan Dilution: The approval of substantial equity incentive and ESPP share pools could result in future dilution for existing shareholders.

Conclusion

The amended 10-K/A filing from XCF Global, Inc. provides important transparency into the company’s governance, ownership structure, compensation practices, and strategic direction post-business combination. Investors should closely monitor the progress of pending transactions, board composition changes, and any updates regarding compliance matters. The combination of new equity plans, high insider ownership, and pending strategic deals presents both opportunities and risks that could drive significant share price movements in the near and medium term.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. All investments involve risk. Readers should conduct their own due diligence or consult a professional advisor prior to making investment decisions. The information is based on the most recent SEC filings as of the date of publication and may be subject to change.

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