8-K: XCF Global Appoints New CFO, Explores Growth Financing

XCF Global, a sustainable aviation fuel company, announced a new CFO appointment and plans to evaluate financing options for its New Rise Reno 2 facility.

Summary

• XCF Global, Inc. appointed William Dale as its new Chief Financial Officer (CFO), effective January 12, 2026.
• Simon Oxley, the previous CFO, transitioned to a consulting role to assist with the transition and an ongoing acquisition project.
• Mr. Oxley received 5,246,260 restricted stock units (RSUs) as part of his Transition Agreement.
• The Company will pay Mr. Oxley a monthly fee equal to either 26,500 shares of Common Stock or $20,000, at the Company's option, for his consulting services.
• Mr. Oxley is eligible for an additional 2,753,740 shares of Common Stock if the acquisition project closes and he remains in a leadership role, or if his consulting agreement is terminated without cause before the signing date and the project closes within twelve months.
• William Dale's appointment is through ZRG Interim Solutions, with XCF paying ZRG $12,500 per week.
• XCF Global is evaluating financing options, engaging Bank of America, N.A., to support the construction of its New Rise Reno 2 facility.
• The New Rise Reno 2 facility is intended to expand XCF's Sustainable Aviation Fuel (SAF) and renewable fuel platform.
• The company has a non-binding Memorandum of Understanding (MOU) with BGN INT US LLC to jointly develop global distribution, marketing, and offtake frameworks across Europe, the Middle East, and other strategic markets.

Sentiment

Score: 7

Explanation: The company is making strategic moves to strengthen its leadership and pursue significant growth opportunities in the SAF market. The appointment of an experienced CFO and the engagement of Bank of America for financing are positive steps. However, the costs associated with the CFO transition and the inherent uncertainty of securing new financing introduce some caution.

Positives

• Appointment of an experienced CFO, William Dale, with over 25 years in finance, capital structure management, and operations across energy and infrastructure sectors.
• Continuity of expertise with former CFO Simon Oxley remaining in a consulting role for a key acquisition project.
• Strategic focus on long-term growth by planning the New Rise Reno 2 facility.
• Engagement of Bank of America to assist in structuring potential debt financing, indicating progress in securing capital for expansion.
• Non-binding MOU with BGN INT US LLC for global distribution, marketing, and offtake frameworks, suggesting potential for market expansion.
• Positioning for growth in a rapidly expanding Sustainable Aviation Fuel (SAF) market projected to exceed $25 billion by 2030 and $250 billion by 2050.
• Flagship New Rise Reno facility has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America.

Negatives

• Significant compensation package for the outgoing CFO, Simon Oxley, including 5,246,260 RSUs and a monthly fee of 26,500 shares or $20,000, plus potential additional 2,753,740 shares.
• Weekly fee of $12,500 to ZRG Interim Solutions for the new CFO, William Dale, which could represent a higher cost structure than a direct hire.
• No assurance that any financing transaction for New Rise Reno 2 will be completed or on what terms.
• The MOU with BGN INT US LLC is non-binding and subject to negotiation of a definitive agreement.

Risks

• Changes in domestic and foreign business, market, financial, political, and legal conditions.
• Unexpected increases in expenses, including manufacturing, operating, and interest expenses, as a result of potential inflationary pressures, changes in interest rates, and other factors.
• The occurrence of any event, change, or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's offtake arrangements.
• The outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others.
• XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards.
• XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline.
• XCF Global's ability to raise financing to fund its operations and business plan, including New Rise Reno 2, and the terms of any such financing.
• The New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process.
• The New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process.
• XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility.
• XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility.
• Payment of fees, expenses, and other costs related to the completion of the Business Combination and the New Rise acquisitions.
• The risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination.
• XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers, and retain its management and key employees.
• Changes in applicable laws or regulations.
• Risks related to extensive regulation, compliance obligations, and rigorous enforcement by federal, state, and non-U.S. governmental authorities.
• The possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors.
• The availability of tax credits and other federal, state, or local government support.
• Risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties.
• The risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations.
• LOIs and MOUs may not advance to definitive agreements or commercial deployment.
• The effects of increased costs associated with operating as a public company.
• Various factors beyond management's control, including general economic conditions and other risks, uncertainties, and factors set forth in XCF Global's filings with the Securities and Exchange Commission (SEC).

Future Outlook

XCF Global plans to expand its Sustainable Aviation Fuel (SAF) production platform with the construction of its New Rise Reno 2 facility. The company is evaluating financing options for this expansion and has engaged Bank of America to assist. XCF also intends to jointly develop global distribution, marketing, and offtake frameworks with BGN INT US LLC, subject to a definitive agreement. The global SAF market is projected to grow significantly, exceeding $25 billion by 2030 and $250 billion by 2050, indicating a strong tailwind for the company's strategic direction.

Management Comments

• Chris Cooper, CEO: "We are delighted to welcome William to XCF. He brings a strong background in operational finance, capital formation, public company reporting and accounting, and financial leadership execution across the energy sector, which will support us well at this important stage of the Company’s growth and development."
• Wray Thorn, Interim Board Chair: "Were very pleased to have such an experienced industry leader in William joining XCF and the board looks forward to working closely with both William and Chris going forward. Id also like to thank Simon for his leadership during a period of intense transition and transformation for the company and am pleased to continue working with him on a consultancy basis. The Board believes this transition strengthens XCFs financial leadership as Williams experience, combined with Simons continued involvement, provides both continuity and momentum as the Company advances its ongoing strategic objectives."
• Chris Cooper, CEO: "We look forward to working with Bank of America as we evaluate a range of financing options to support the next phase of our SAF production expansion at New Rise Reno 2 and advance our broader mission to decarbonize the aviation industry. With governments and airlines worldwide raising their sustainability commitments, expanding SAF production has never been more critical. Meeting the decarbonization targets of tomorrow requires making thoughtful, strategic investments today."

Industry Context

The announcement positions XCF Global to capitalize on the rapidly expanding Sustainable Aviation Fuel (SAF) market, driven by increasing regulatory mandates, airline decarbonization targets, and growing investor interest. The global SAF market is projected to reach over $25 billion by 2030 and potentially exceed $250 billion by 2050, indicating a strong tailwind for companies like XCF Global that are focused on scaling SAF production. The company's flagship New Rise Reno facility, with its 38 million gallons per year capacity, positions it as an early mover in North America, aligning with broader industry trends towards sustainable energy solutions in aviation.

Management Changes

Stakeholder Impact

• Shareholders: Potential for dilution from RSU grants and stock-based consulting fees. Potential for value creation from successful financing and expansion of SAF production. Risk of share price volatility due to financing uncertainty and market conditions.
• Employees: Continuity of leadership with former CFO in consulting role. New leadership with William Dale bringing extensive experience.
• Customers/Suppliers: Potential for expanded SAF supply with New Rise Reno 2. New partnerships (e.g., BGN INT US LLC) could impact distribution and offtake frameworks.
• Creditors: Potential for new debt financing, which would alter the company's capital structure.

Next Steps

• File a registration statement covering the shares of Class A common stock underlying the RSUs granted to Simon Oxley within ninety days following the date the shares are issued.
• Continue Simon Oxley's consulting role, particularly supporting an ongoing acquisition project until the signing of the Sale and Purchase Agreement for the Project.
• Evaluate financing options for the construction of the New Rise Reno 2 facility.
• Negotiate a definitive agreement with BGN INT US LLC for global distribution, marketing, and offtake frameworks.
• Advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida.
• Build partnerships across the energy and transportation sectors to scale SAF globally.

Key Dates

Recommendation

The company is making positive strategic moves by bringing in an experienced CFO and planning for significant expansion in a high-growth market. However, the substantial compensation package for the outgoing CFO and the inherent uncertainty surrounding the new financing, coupled with numerous forward-looking risks, suggest a 'hold' position. Investors should monitor the progress of the financing efforts and the definitive agreements for the New Rise Reno 2 project and the BGN partnership before making further commitments.

Keywords

Sustainable Aviation Fuel, SAF, CFO Appointment, Capital Raise, Energy Transition, Decarbonization, New Rise Reno, XCF Global, Nasdaq: SAFX, Corporate Governance, Executive Change