SCHEDULE: XCF Global Insider Sells Shares, Corrects Ownership

An amended Schedule 13D filing reveals significant share sales by a major holder and corrects a previously misstated ownership percentage in XCF Global, Inc.

Summary

• Amendment No. 1 to the Schedule 13D for XCF Global, Inc. was filed by Randy Soule and Encore DEC, LLC.
• The filing corrects a previous error, stating Encore DEC, LLC's ownership was 23.1%, not 17.6% as initially reported. The current percentage is 21.3%.
• Randy Soule beneficially owns 76,067,285 shares, representing 47.8% of XCF Global's Class A Common Stock.
• Encore DEC, LLC beneficially owns 33,944,830 shares, representing 21.3% of XCF Global's Class A Common Stock.
• Randy Soule is the sole member of Encore DEC, LLC and controls its shares.
• Encore DEC, LLC sold a total of 2,734,363 shares of XCF Global common stock in open market transactions between January 8, 2026, and January 14, 2026, at prices ranging from $0.1514 to $0.1762 per share.

Sentiment

Score: 3

Explanation: The significant insider selling by a major beneficial owner, coupled with a correction of a previously misstated ownership percentage, suggests a negative sentiment. While the correction improves accuracy, the divestment activity is a strong negative signal.

Positives

• Correction of previously misstated ownership percentage for Encore DEC, LLC from 17.6% to 23.1% (though current is 21.3%) improves transparency and accuracy of public disclosures.

Negatives

• Significant insider selling by Encore DEC, LLC, totaling 2,734,363 shares, could signal a lack of confidence or a strategic divestment.
• The sales occurred at prices between $0.1514 and $0.1762 per share, which might indicate downward pressure or a willingness to sell at current market prices.

Risks

• Large-scale selling by a significant beneficial owner (Encore DEC, LLC, controlled by Randy Soule) could create downward pressure on the stock price.
• The reporting persons reserve the right to purchase or sell common stock in the future, introducing uncertainty regarding future ownership structure and potential market impact.

Future Outlook

The reporting persons do not currently intend to take specific actions described in Item 4 of Schedule 13D but reserve the right to purchase and sell XCF Global common stock at their sole discretion, subject to applicable law.

Industry Context

This filing is specific to a change in beneficial ownership and insider trading activity for XCF Global, Inc. and does not provide broader industry context or trends.

Legal Proceedings

• Randy Soule has not been convicted in a criminal proceeding.
• Randy Soule has not been a party to a proceeding required to be disclosed pursuant to Item 2(e).
• Encore DEC, LLC has not been convicted in a criminal proceeding.
• Encore DEC, LLC has not been a party to a proceeding required to be disclosed pursuant to Item 2(e).

Stakeholder Impact

• Shareholders: Potential negative impact due to significant insider selling, which could lead to decreased investor confidence and downward pressure on share price.
• Company (XCF Global, Inc.): Increased float and potential for reduced stability in the ownership structure if the selling continues.

Next Steps

• Reporting persons may purchase or sell additional common stock of XCF Global, Inc. in the future.

Key Dates

Recommendation

The substantial selling activity by a major beneficial owner, Encore DEC, LLC, controlled by Randy Soule, indicates a potential lack of confidence or a strategic move to reduce exposure. Such significant insider divestment often signals future challenges or a belief that the stock is fully valued or overvalued, making a 'sell' recommendation prudent for investors.

Keywords

XCF Global Inc., Schedule 13D, Randy Soule, Encore DEC LLC, Insider Selling, Share Ownership, Common Stock, Beneficial Ownership, SEC Filing, Equity Stake