XCF Global, Inc.
For the period ended Oct 26, 2026. Filed Oct 26, 2026.
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Oct 26, 2026 · Filed Oct 26, 2026
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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. |
3040 Post Oak Blvd., Floor 18, Suite 164
Houston, Texas 77056
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on November 9, 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 November 9, 2026, at 10:00 a.m. Eastern Standard Time, and will be a virtual Stockholder meeting. You can listen to the meeting, submit questions and vote online. You must register for the Special Meeting via www.cstproxy.com/xcfglobal/sm2026 no later than 11:59 p.m. Eastern Time on Sunday, November 8, 2026. The meeting will be held for the following purposes:
| 1. | To approve an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse split of our issued and outstanding Class A Common Stock (“Common Stock”) at a ratio of not less than 1-for-2 and not greater than 1-for-50, such ratio to be determined by our Board, the implementation and timing of which shall be subject to the discretion of our Board (Proposal 1 or the “Reverse Stock Split 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 October 22, 2026 are entitled to notice of, and to attend and vote at, the Special Meeting and any continuation, adjournment or postponement 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. 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 also attend the virtual Special Meeting and vote online during the virtual Special Meeting if you wish.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held Virtually on November 9, 2026 at 10:00 a.m. Eastern Standard Time at www.cstproxy.com/xcfglobal/sm2026 The Proxy Statement is available at www.cstproxy.com/xcfglobal/sm2026.
By Order of the Board of Directors
Wray Thorn
Corporate Secretary
October 26, 2026
Houston, Texas
Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting. On or about October 26, 2026, the Company expects to begin mailing a full set of the Notice of Special Meeting of Stockholders, Proxy Statement, and form of proxy card (collectively, the “Proxy Materials”) to its stockholders. The Proxy Materials are also available online at www.cstproxy.com/xcfglobal/sm2026. Stockholders 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 REVERSE STOCK SPLIT PROPOSAL | 4 |
| PROPOSAL 2 – APPROVAL OF THE ADJOURNMENT PROPOSAL | 11 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 12 |
| HOUSEHOLDING OF PROXY MATERIALS | 13 |
| OTHER MATTERS | 13 |
| ANNEX A -- CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF XCF GLOBAL, INC. | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.