SAFX · XCF Global, Inc. Class A Common Stock

XCF Global, Inc. (Nasdaq: SAFX) executed the Payable Acknowledgement and Settlement Agreement on May 6, 2026, with its subsidiary New Rise Renewables Reno, LLC and Encore DEC, LLC, a related party fully owned by majority shareholder Randy Soule. This transaction converts approximately $16.7 million in outstanding accounts payable—stemming from Encore's engineering, procurement, and construction services for the New Rise Reno renewable fuels facility—into equity. The fixed conversion price of $0.451 per share, determined as the greater of the five trading day average or the prior day's closing price on Nasdaq before the effective date, results in the issuance of precisely 37,033,386 shares ($16,702,057 ÷ $0.451, rounded down). Post-issuance, Randy Soule will beneficially own about 30.56% of the Company's Class A Common Stock. The deal fully discharges the payable balance and requires Encore to release all liens, enhancing balance sheet strength by reducing liabilities without cash outlay. As an unregistered offering under Securities Act exemptions, shares are restricted and issued to accredited investor Encore. The May 12 press release frames this as a strategic debt reduction supporting financial flexibility, operational execution at the 38-40 million gallon per year New Rise Reno SAF facility, and long-term growth. Signed by CFO Harvey Schnitzer for XCF and New Rise, and Manager Randall E. Soule for Encore, the agreement is governed by Delaware law with no assignment rights.