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- Related Party (new) — The debt settlement involves a company 100% owned by XCF's majority shareholder, creating potential conflicts of interest in pricing and terms.
XCF Global settles $16.7M debt with majority shareholder's company via 37M share issuance
Filed May 12, 2026 · Period ending May 6, 2026 · ~1 min read
Key Changes
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Company issued 37 million shares at $0.451/share to settle $16.7M debt owed to Encore DEC, an EPC contractor wholly owned by majority shareholder Randy Soule. This eliminates a major liability but dilutes existing shareholders by roughly 30%.
Item 1.01 verify on EDGAR → -
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After the transaction, Randy Soule will beneficially own approximately 30.56% of outstanding Class A common stock, consolidating control with the company's majority shareholder through this related-party debt conversion.
Item 1.01 verify on EDGAR → -
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The debt stemmed from construction and sustainable aviation fuel conversion services provided by Encore to the company's New Rise Reno subsidiary, representing unpaid contractor obligations now converted to equity.
Item 1.01 verify on EDGAR →
Summary
XCF Global converted $16.7 million in unpaid contractor bills into equity, issuing 37 million shares to settle debt owed to Encore DEC. The catch: Encore is wholly owned by Randy Soule, who already controls XCF as its majority shareholder. The shares were priced at $0.451 each based on recent trading, and the transaction boosts Soule's stake to roughly 30.56% of outstanding Class A stock.
For retail holders, this is a double-edged sword. The company clears a significant liability without spending cash, which improves the balance sheet. However, existing shareholders face substantial dilution from the 37 million new shares, and the related-party nature raises questions about whether the conversion terms were negotiated at arm's length.
The debt originated from construction work Encore performed on XCF's renewable fuel facilities. Watch for the next quarterly filing to see how this debt elimination affects XCF's financial ratios and whether the company can now focus capital on operations rather than servicing this obligation. Also monitor whether additional related-party transactions emerge.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Encore is 100% owned by Randy Soule, the majority shareholder of the Company, and has provided feedstock degumming hydrotreater off gas conservation system construction services and sustainable aviation fuel conversion services to New Rise Reno.
The debt settlement is with a related party entity wholly owned by Randy Soule, who is already the company's majority shareholder. This creates potential conflicts of interest as the company is settling debt with an entity controlled by its controlling shareholder, though it also aligns interests by converting debt to equity.
Added in current filing · verify on EDGAR →
The conversion price was determined to be $0.451 per share and will result in 37,033,386 shares of Common Stock being issued to Encore. After the conversion, Randall Soule will beneficially own approximately 30.56% of the Company’s outstanding Class A Common Stock.
The shares are being issued at $0.451 per share based on recent trading prices. Following this transaction, Randy Soule will beneficially own approximately 30.56% of the company's Class A common stock, representing significant dilution to other shareholders from the 37 million share issuance.
Event · Item 2.03 — Creation of a Direct Financial Obligation
XCF Global disclosed a debt reduction and equity capitalization increase involving Encore DEC, LLC.
Added in current filing · verify on EDGAR →
The information set forth in Item 1.01 of this Current Report on Form 8-K under “Encore DEC, LLC Debt Reduction and Equity Capitalization Increase,” is incorporated by reference into this Item 2.03.
The company disclosed a debt reduction and equity capitalization increase related to Encore DEC, LLC. The specific details are referenced in Item 1.01 of the same 8-K filing, which was not provided in this excerpt. This suggests a financial restructuring event involving debt paydown or conversion and additional equity capital.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Unregistered equity securities issued in connection with debt reduction and equity capitalization increase at Encore DEC, LLC.
Added in current filing · verify on EDGAR →
Item | 3.02Unregistered | Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K under “Encore DEC, LLC Debt Reduction and Equity Capitalization Increase,” is incorporated into this Item 3.02 by reference.
The company disclosed an unregistered sale of equity securities related to a debt reduction and equity capitalization increase at Encore DEC, LLC. The full details are cross-referenced to Item 1.01 of the same 8-K filing, which is not included in the provided excerpt.
Event · Item 8.01 — Other Events
Company announced debt reduction and equity capitalization increase via press release.
Added in current filing · verify on EDGAR →
On May 12, 2026, the Company issued a press release regarding the Encore DEC, LLC Debt Reduction and Equity Capitalization Increase
The company disclosed a transaction involving Encore DEC, LLC that reduces debt and increases equity capitalization. The 8-K references a press release (Exhibit 99.1) for details but does not provide specifics on amounts, terms, or structure within the filing body itself.
Event · Item 9.01 — Financial Statements and Exhibits
XCF Global disclosed a Payable Acknowledgement and Settlement Agreement dated May 6, 2026.
Added in current filing · verify on EDGAR →
Payable Acknowledgement and Settlement Agreement dated May 6, 2026.
The company entered into a Payable Acknowledgement and Settlement Agreement on May 6, 2026. This type of agreement typically resolves outstanding payment obligations or disputes with creditors or vendors. Without the full exhibit text, the specific terms, amounts, and parties involved are not disclosed in the 8-K body itself.
Added in current filing · verify on EDGAR →
Press Release dated May 12, 2026.
The company issued a press release on May 12, 2026, presumably providing additional details about the settlement agreement or related matters. The press release content is not included in the 8-K body but is attached as an exhibit.
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