SAFX · XCF Global, Inc. Class A Common Stock

This debt-for-equity settlement materially reshapes XCF Global’s capital structure by eliminating $16.7 million in accounts payable while increasing outstanding shares by approximately 37 million — a dilutive but balance-sheet-strengthening transaction. The payable originated from engineering, procurement, and construction services provided by Encore DEC, LLC — a company wholly owned by Randy Soule, a major shareholder and founder of New Rise Renewables. The agreement explicitly ties the debt to infrastructure development for the Reno facility, including sustainable aviation fuel conversion and feedstock processing systems. By converting the obligation into equity at a fixed $0.451/share — determined as the greater of two market-based benchmarks — XCF avoids cash outflow and removes associated property liens, directly improving financial flexibility. Critically, the issuance is unregistered and subject to restrictive legends, meaning Encore cannot freely trade the shares without compliance with securities laws. Post-transaction, Soule’s beneficial ownership rises to ~30.56%, consolidating control and signaling strong stakeholder alignment with XCF’s long-term strategy. The press release frames the move as part of broader capital structure optimization, following a recent forbearance arrangement with the landowner and ahead of the Reno facility’s anticipated return to operations in June 2026. While dilutive, the transaction reduces near-term liquidity pressure and supports XCF’s focus on operational execution amid ongoing regulatory, financing, and landlord-related challenges disclosed in forward-looking risk factors.