SAFX · XCF Global, Inc. Class A Common Stock

The 2026 Twain Forbearance Agreement provides critical breathing room for XCF Global's subsidiary New Rise Renewables Reno, delaying landlord Twain GL XXVIII's enforcement actions on alleged Ground Lease defaults until January 1, 2027. This supports ongoing facility upgrades targeting June 2026 operational restart, as noted in the May 1 press release. In exchange, XCF issued 4 million restricted Class A Common Stock shares to Twain one business day after the April 27 effective date, with commitment to register them for resale. Proceeds directly offset lease-related debts, creating a structured repayment mechanism tied to share sales. New Rise must make monthly payments of the greater of $150,000 or 40% of facility Free Cash Flow (revenues minus operating costs, excluding landlord payments and GNCU debt), continuing while in arrears. Early termination risks include GNCU foreclosure or agreement breach. This unregistered equity issuance under Item 3.02 dilutes shareholders but stabilizes operations at the 38 million gallon/year SAF facility, which has produced over 2.5 million gallons since March 2025 commissioning. The deal underscores liquidity pressures amid upgrades but preserves asset control during a pivotal ramp-up phase.