Other Events Cancellation of the Special Meeting of Stockholders, which was to be held on November 9, 2026 XCF Global, Inc. (“XCF Global,” “XCF” or the “Company”), a U.S.-based producer of renewable diesel and sustainable aviation fuel, today issued a press release announcing that its Board of Directors has decided not to proceed with the proposed reverse stock split and to discontinue the related proxy solicitation. As such, the Company cancelled its Special Meeting of Stockholders, which wa…

Entry into a Material Definitive Agreement. Asset Purchase and Sale Agreement On October 20, 2026, New Rise Renewables Paramount, LLC (the “Buyer”), a Delaware limited liability company and wholly owned indirect subsidiary of XCF Global, Inc. (the “Company”), Air Products Manufacturing LLC, a Delaware limited liability company (the “Seller”), and, solely for the purpose of guaranteeing certain obligations of the Buyer, the Company and XCF Global Capital, Inc., a Nevada corporation and wholly…

On the Closing Date, the Company entered into indemnification agreements (the “Indemnification Agreements”) with each of Chad J. Langley, John Wharton and Carl Stanton, who became directors of the Company upon the closing of the Business Combination. Each Indemnification Agreement provides for indemnification and advancements by the Company, subject to the limitations and exclusions provided therein, of certain expenses, including attorneys’ fees, judgments, fines and settlement amounts, incu…

of this Current Report on Form 8-K regarding related person transactions and interests in the Business Combination, is incorporated herein by reference. Appointment of President and Chief Financial Officer The Board appointed Wray T. Thorn, a member of the Board, as President and Chief Financial Officer (“CFO”) of the Company, effective October 19, 2026, to serve at the pleasure of the Board until his successor is duly elected and qualified or until his earlier death, resignation or removal.…

The Company did not incur any early termination penalties in connection with the termination of the Consulting Agreement, other than the payment described therein.

Director: The filing describes the formation of a new board of directors and committee appointments following a business combination, which is a standard governance transition rather than an executive departure.

Regulation FD Disclosure . On October 16, 2026, the Company issued a press release announcing completion of the Business Combination. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On October 22, 2026, the Company issued a press release announcing the CFO appointment. A copy of the press release is furnished as exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The infor…

Material Modification to Rights of Security Holders. The information set forth in the “Introductory Note” and

by reference. The Company issued all of such securities in reliance upon exemption from securities registration afforded by Section 4(a)(2) of the Securities Act, and/or Rule 506(b) of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

Entry into a Material Definitive Agreement At the Market Sales Agreement On September 14, 2026, XCF Global, Inc., a Delaware corporation (the “ Company ”), entered into a sales agreement (the “ Sales Agreement ”) with Roth Capital Partners, LLC (“ Roth ”) and H.C. Wainwright & Co., LLC (“ HCW ” and together with Roth, the “ Agents ”), under which the Company may offer and sell shares of the Company’s Class A common stock, par value $0.0001 per share (“ Common Stock ”), having an aggregate mar…

Entry into a Material Definitive Agreement Warrant Purchase Agreement As previously disclosed, on September 14, 2026, XCF Global, Inc. (the “ Company ”), DevvStream Corp., Southern Energy Renewables Inc., Southern Merger Sub Inc., DevvStream Merger Sub Inc., EEME Energy SPV I LLC and GL PART SPV I, LLC entered into Amendment No. 1 to the Business Combination Agreement, dated as of April 13, 2026 (the “BCA”) (the “BCA Amendment”). As a condition to the effectiveness of the BCA Amendment, on Se…

Other Events. Postponement of Special Meetings On September 9, 2026, the Company announced that the XCF Global Special Meeting of Stockholders (the “Special Meeting”), which was previously scheduled to be held on September 10, 2026, has been postponed to September 24, 2026, at 11:00 a.m. Eastern Time. The Special Meeting will continue to be held as a virtual meeting. Registration information will be available at https://www.cstproxy.com/xcfglobal/2026. The record date for the Special Meeting…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. On September 14, 2026, XCF Global, Inc., a Delaware corporation (“XCF Global” or the “Company”), DevvStream Corp., an Alberta corporation (“DevvStream”), Southern Energy Renewables Inc., a Louisiana corporation (“Southern Energy”), Southern Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of XCF Global (“Southern Merger Sub”), DevvStream Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of XCF Global (“DevvStream…

Entry into a Material Definitive Agreement Amendment to Short-Term Notes Hollywood Horizons, Inc. On July 16, 2026, the Company entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement (the “ Hollywood Note and Security Agreement ”) with Hollywood Horizons, Inc. (“ Hollywood ”) pursuant to which the Company entered into a $400,000 senior secured loan with a 25% original issue discount, resulting in a purchase price of $300,000. The Company agreed to iss…

by reference. The Company issued such securities in reliance upon exemption from securities registration afforded by Section 4(a)(2) of the Securities Act, and/or Rule 506(b) of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

Entry into a Material Definitive Agreement Short-Term Note On August 12, 2026, XCF Global, Inc. (the “ Company ”), entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement (the “ Note and Security Agreement ”) with Abri Capital Limited (the “ Abri )” pursuant to which the Company entered into a $666,666 senior secured loan with a 25% original issue discount, resulting in a purchase price of $500,000. The loan amount is equal to $666,666 with a 25% origi…

Other Events. On July 27, 2026, XCF Global, Inc. (“ XCF Global ”) filed a preliminary proxy statement, pursuant to that certain business combination agreement dated as of April 13, 2026 (the “ Business Combination Agreement ”), by and among XCF Global, DevvStream Corp., an Alberta corporation, Southern Energy Renewables Inc., a Louisiana corporation, DevvStream Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of XCF Global and Southern Merger Sub Inc., a Delaware corporat…

by reference. The Company issued all of such securities in reliance upon exemption from securities registration afforded by Section 4(a)(2) of the Securities Act, and/or Rule 506(b) of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

by reference. Warrant Purchase Agreement On July 17, 2026, XCF the Company, entered into a warrant purchase agreement (the “ Warrant Purchase Agreement ”) with GL PART SPV II, LLC (the “ Investor ”), pursuant to which, among other things, the Company agreed to issue and sell to the Investor and the Investor agreed to purchase from the Company in a private placement a Common Stock purchase warrant (the “ Initial Warrant ”) to purchase up to 6,891,798 shares of Common Stock, at an exercise pric…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement Short-Term Financing On July 1, 2026, XCF Global, Inc. (the “ Company ”), entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement (the “ Note and Security Agreement ”) with Brown Stone Capital Limited (the “ Brown Stone ”) pursuant to which the Company entered into a $1,000,000 senior secured loan with a 25% original issue discount, resulting in a purchase price of $750,000. Terms and Conditions The loan amoun…

Termination of a Material Definitive Agreement On June 15, 2026, XCF Global Capital, Inc. (the “Company”) terminated that certain Purchase Agreement (the “Agreement”) dated as of May 30, 2025, by and between the Company, Helena Global Investment Opportunities I LTD. (the “Investor”), and Focus Impact Bh3 Newco, Inc., a Delaware corporation. As previously disclosed, pursuant to the Agreement, the Company had the right to issue and to sell to Helena from time to time, as provided in the Agreeme…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement Private Placement Issuances On June 11, 2026, XCF Global, Inc. (the “ Company ”), entered into securities purchase agreements with certain accredited investors (the “ Purchase Agreement ”) pursuant to which the Company agreed to issue an aggregate of 4,000,000 shares (the “ Shares ”) of its Class A common stock, par value $0.0001 (“ Common Stock ”) for aggregate gross proceeds of approximately $600,000.00 at a purchase price per share of $0.15. The S…