8-K: XCF Global Secures Forbearance, Plans Reno Facility Restart

XCF Global's subsidiary, New Rise Renewables Reno, has secured a forbearance agreement with its landlord, extending forbearance until January 1, 2027, and is targeting a June 2026 operational restart after planned upgrades.

Summary

• XCF Global, Inc. (XCF) announced that its subsidiary, New Rise Renewables Reno, LLC, has entered into a Forbearance Agreement with Twain GL XXVIII, LLC (the Landlord).
• The agreement extends the forbearance period until January 1, 2027, providing relief from potential defaults under the ground lease.
• In exchange for forbearance, XCF will issue 4,000,000 shares of its Common Stock to Twain, with net proceeds from any sale to be credited against amounts owed.
• The New Rise Reno facility, which began commercial operations in March 2025 and has produced over 2.5 million gallons of renewable fuels, is undergoing planned upgrades.
• XCF is targeting a return to operations in June 2026, subject to the completion of upgrade activities and standard start-up procedures.
• The company also provided a corporate and operational update for Q1 2026, highlighting leadership changes and strategic initiatives.
• XCF has set targets for the full year ending December 31, 2027, including net revenue of $110-$120 million and EBITDA of $65-$70 million, with renewable fuel production of 40-43 million gallons.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development, as the forbearance agreement provides operational stability and a clear path forward, while the targeted restart and future production goals indicate progress, though risks remain.

Positives

• Secured a forbearance agreement with the landlord, extending the deadline for potential defaults to January 1, 2027.
• Targeting a return to operations for the New Rise Reno facility in June 2026 after planned upgrades.
• The facility has already produced over 2.5 million gallons of renewable fuels since March 2025.
• Strengthened leadership with the appointment of Chris Cooper and Harvey Schnitzer.
• Signed a binding offtake agreement with BGN INTL for SAF production.
• Advanced strategic initiatives including licensing arrangements for international expansion.
• Signed a business combination agreement with Southern Energy Renewables and DevvStream to create a diversified platform.
• Established 2027 targets: $110-$120M net revenue, $65-$70M EBITDA, and 40-43M gallons of renewable fuel production.

Negatives

• The company has alleged defaults under the ground lease, necessitating the forbearance agreement.
• XCF agreed to issue 4,000,000 shares of common stock as consideration for the forbearance, diluting existing shareholders.
• The New Rise Reno facility has been undergoing upgrades and has not been in full operation.
• The company faces risks related to regaining compliance with Nasdaq's continued listing standards.
• The business combination agreement is subject to closing conditions and potential termination.
• The company is seeking to resolve disputes with its primary lender regarding loans for the New Rise Reno facility.

Risks

• Potential for material differences between actual results and forward-looking statements due to various risks and uncertainties.
• Changes in domestic and foreign business, market, financial, political, and legal conditions.
• Unexpected increases in expenses due to inflationary pressures or changes in interest rates.
• The occurrence of events that could lead to the termination of negotiations or agreements related to the business combination.
• XCF's ability to regain and maintain compliance with Nasdaq's continued listing standards.
• Challenges in integrating operations and implementing the business plan on the anticipated timeline.
• Risks associated with financing operations and the terms of any future financing.
• The New Rise Reno facility's ability to produce anticipated quantities of SAF and renewable diesel without interruption.

Future Outlook

XCF Global is targeting a return to operations for its New Rise Reno facility in June 2026, subject to upgrade completion. For the full year ending December 31, 2027, the company targets $110-$120 million in net revenue, $65-$70 million in EBITDA, and 40-43 million gallons of renewable fuel production. The company also plans for a second facility in Reno to double production capacity by 2029.

Management Comments

• XCF Global, Inc. (XCF) ... an emerging player in lowering emissions and strengthening domestic renewable energy resilience of the aviation industry through Sustainable Aviation Fuel (SAF), today announced that New Rise Renewables Reno, LLC (New Rise), a subsidiary of XCF, has entered into a forbearance agreement dated April 27, 2026 (the Agreement) with Twain GL XXVIII, LLC (the Landlord) in connection with the ground lease for New Rises Reno, Nevada facility.
• XCF Global, Inc. (XCF or the Company) (Nasdaq:SAFX), an emerging player in the decarbonizing of the aviation industry through Sustainable Aviation Fuel (SAF), today provided the following corporate and operational update, including progress toward sustained operations at its flagship facility, New Rise Renewables Reno (New Rise Reno), and developments across leadership, strategic initiatives, and public-company reporting.
• XCF believes its U.S.-based production strategy supports aviation decarbonization while also advancing domestic fuel supply resilience.

Industry Context

StockSavvy.ai notes that XCF Global's focus on Sustainable Aviation Fuel (SAF) aligns with the broader industry trend towards decarbonization in aviation. The company's efforts to secure forbearance and restart its Reno facility are critical steps in establishing its position in this growing market, which is increasingly supported by government initiatives and corporate sustainability goals.

Comparison to Industry Standards

• The target of 40-43 million gallons of renewable fuel production by 2027 places XCF among emerging large-scale SAF producers in North America, though still significantly smaller than established players like Neste or Phillips 66 in terms of current output.
• The permitted nameplate capacity of 38 million gallons per year for synthetic blend component (SBC) at New Rise Reno, potentially supporting over 100 million gallons of blended SAF, is a substantial capacity for an emerging producer, but its realization depends on operational stability and market offtake.
• The company's stated goal of doubling production capacity by 2029 indicates an ambition to scale rapidly, which is necessary to compete in a market where major airlines and fuel producers are committing to significant SAF volumes.

Management Changes

Legal Proceedings

• Alleged defaults under the Ground Lease and related documents by New Rise Reno with respect to Twain GL XXVIII, LLC.
• Potential legal proceedings related to the business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc.

Related Party Transactions

• The issuance of 4,000,000 shares of XCF Common Stock to Twain GL XXVIII, LLC (the Landlord) as consideration for the forbearance agreement.

Stakeholder Impact

• Shareholders: Potential dilution from the issuance of 4,000,000 shares to Twain; potential positive impact from facility restart and future growth targets.
• Creditors: The forbearance agreement addresses potential defaults under the ground lease, providing some stability.
• Suppliers: Continued operations at New Rise Reno will require ongoing supply of feedstocks and services.
• Employees: The restart of operations is expected to support employment at the Reno facility.

Next Steps

• Complete upgrade activities at the New Rise Reno facility.
• Execute standard start-up procedures for the New Rise Reno facility.
• Achieve a return to operations in June 2026.
• File a registration statement with the SEC to register the 2026 Landlord Shares for resale.
• Complete the business combination with Southern Energy Renewables and DevvStream, subject to closing conditions.
• Advance international expansion opportunities in Australia and New Zealand.
• Continue to advance plans for a second facility in Reno, Nevada.

Key Dates

Recommendation

The forbearance agreement and planned restart are positive steps, providing operational continuity and a path towards future revenue generation. However, the issuance of new shares for forbearance, ongoing Nasdaq listing compliance risks, and the reliance on future targets necessitate a cautious 'hold' stance until sustained operational and financial performance is demonstrated.

Keywords

Sustainable Aviation Fuel, SAF, Renewable Diesel, XCF Global, New Rise Renewables, Forbearance Agreement, Reno Facility, Energy Resilience