XCF Global, Inc.

For the period ended Feb 10, 2026. Filed Feb 10, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 10, 2026 · Filed Feb 10, 2026

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SAFX$0.07-17.4%Stored close · as of Nov 6, 2026

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DEF 14A 1 formdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2500 CityWest Blvd, Suite 150-138

Houston, Texas 77042

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on March 6, 2026

Dear Stockholder:

You are hereby notified that a Special Meeting of Stockholders (“Special Meeting”) of XCF Global, Inc. (“XCF” or the “Company”) will be held on March 6, 2026, at 10:00 a.m. Eastern Daylight Time, and will be a virtual Shareholder meeting. You can listen to the meeting, submit questions and vote online. You must register for the Special Meeting via virtualshareholdermeeting.com/SAFX2026SM. no later than 11:59 p.m. Eastern Time on Thursday, March 5, 2026. The meeting will be held for the following purposes:

1.	To approve the potential issuance of 19.99% or more of the Company’s issued and outstanding Common Stock as of January 26, 2026 pursuant to the private placement offering of shares of Common Stock to a single investor in accordance with Nasdaq Listing Rules 5635(d) and 5635(b) (“Proposal 1” or the “Share Issuance Proposal”).
2.	To authorize an adjournment of the meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1 (“Proposal 2” or the “Adjournment Proposal”).

Holders of our Common Stock owning such shares of record at the close of business on February 6, 2026 are entitled to attend and vote at the Special Meeting and any continuation or adjournment thereof. The enclosed Proxy Statement more fully describes the details of the business to be conducted at the Special Meeting. The Company does not contemplate discussing any other business at the meeting.

Your vote is very important. Please vote whether or not you plan to attend the Special Meeting. Your promptness in voting will assist us in ensuring that a quorum is present or represented. The Notice of Internet Availability of Proxy Materials contains instructions on how to vote online or by telephone. If you have received a paper copy of our proxy materials, please mark, date, and sign and return the enclosed proxy card in the accompanying reply envelope to ensure receipt by our tabulator. You may also vote on-line or by phone by following the instructions contained in the accompanying Proxy Statement. You may attend the Special Meeting and vote your shares in person if you wish.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held Virtually on March 6, 2026 at 10:00 a.m. Eastern Daylight Time at www.virtualshareholdermeeting.com/SAFX2026SM. The Proxy Statement is available at www.proxyvote.com.

By Order of the Board of Directors

William Dale

Corporate Secretary

February 10, 2026

Houston, Texas

Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting. On or about February 10, 2026, the Company started mailing to its stockholders the Notice of Special Meeting of Stockholders, Proxy Statement, and form of proxy card (collectively, the “Proxy Materials”). The Proxy Materials are available online atwww.proxyvote.com. Stockholders who receive a paper copy of the Proxy Materials, including this Proxy Statement and a form of proxy card or instruction card, may vote online, by telephone or by mail.

TABLE OF CONTENTS

	Page
PROXY STATEMENT	1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING	1
PROPOSAL 1 – APPROVAL OF THE SHARE ISSUANCE PROPOSAL	4
PROPOSAL 2 – APPROVAL OF THE ADJOURNMENT PROPOSAL	7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	8
HOUSEHOLDING MATTERS	10
OTHER MATTERS	10

2500 CityWest Blvd, Suite 150-138

Houston, Texas 77042

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