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    SEC Form 424B3 filed by XCF Global Inc.

    2/6/26 4:38:55 PM ET
    $SAFX
    Major Chemicals
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    424B3 1 form424b3.htm

     

    Filed Pursuant to Rule 424(b)(3) and Rule 424(c)

    Registration No. 333-291024

     

    PROSPECTUS SUPPLEMENT NO. 4

    (to Prospectus dated December 2, 2025)

     

     

    XCF Global, Inc.

     

    Up to 187,180,141 Shares of Class A Common Stock

     

    This prospectus supplement supplements the prospectus dated December 2, 2025, (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-291024). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on February 6, 2026 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus.

     

    Our common stock is listed on The Nasdaq Stock Market under the symbol “SAFX.” On February 5, 2026, the last reported sale price of our common stock was $0.1548 per share. You are urged to obtain current market data and should not use the market price as of February 5, 2026, as a prediction of the future market price of our common stock.

     

    We are an “emerging growth company” and a “smaller reporting company,” as those terms are defined under the federal securities laws, and as such, have elected to comply with certain reduced public company reporting requirements for the registration statement of which this prospectus forms a part and future filings. See “Prospectus Summary – Implications of Being an Emerging Growth Company and Smaller Reporting Company” in the Prospectus.

     

    Investing in our securities involves significant risk. You should carefully read and consider the information referred to under “Risk Factors” beginning on page 11 of the Prospectus and under similar headings in any amendments or supplements to the Prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities.

     

    We may amend or supplement this prospectus from time to time by filing amendments or supplements with the SEC. We urge you to read the entire prospectus, any such amendments or supplements, any free writing prospectuses we may file with the SEC, and any documents incorporated by reference into this prospectus or any prospectus supplement carefully before you make your investment decision.

     

    Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

     

    The date of this prospectus supplement is February 6, 2026

     

     

     

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

    Pursuant to Section 13 or Section 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): February 2, 2026

     

    XCF GLOBAL, INC.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-42687   33-4582264

    (State or other jurisdiction

    of incorporation or organization)

     

    (Commission

    File Number)

     

    (I.R.S. Employer

    Identification No.)

     

    2500 City West Blvd

    Suite 150-138

    Houston, TX

    (Address of principal executive offices)

     

    77042

    (Zip Code)

     

    (346) 630-4724

    (Registrant’s telephone number, including area code)

     

     

     

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class  

    Trading

    Symbol(s)

     

    Name of each exchange on

    which registered

    Class A Common Stock, par value $0.0001 per share

      SAFX   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     
     

     

    Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     

    On February 2, 2026, XCF Global, Inc., a Delaware corporation (“XCF” or the “Company”), terminated the employment of Gregory Surette, Chief Strategy Officer. Mr. Surette’s departure from the position of Chief Strategy Officer is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board of Directors of the Company thanks Mr. Surette for his service and valuable contributions to the Company. Mr. Surette’s Employment Agreement was filed as Exhibit 10.59 to the Company’s Form 8-K/A, filed with the SEC on October 21, 2025.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits:

     

    Exhibit No.   Description
         
    104   Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

     

     
     

     

    SIGNATURE

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Dated: February 6, 2026  
      XCF GLOBAL, INC.
       
      By: /s/ Christopher Cooper
      Name: Christopher Cooper
      Title: Chief Executive Officer

     

     

     

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