XCF Global (SAFX) Proxy filing summary

Executive summary

• Special Meeting scheduled for March 6, 2026, to vote on two key proposals: a significant share issuance and potential adjournment.

• Proposal 1 seeks approval to issue over 19.99% of outstanding Common Stock to EEME Energy SPV I LLC via private placement, raising $10 million for facility conversion and corporate purposes.

• Proposal 2 authorizes adjournment of the meeting if more time is needed to solicit votes for Proposal 1.

• Board unanimously recommends voting in favor of both proposals.

• Failure to approve Proposal 1 may limit capital raised to $4.16 million, impacting strategic growth and facility plans.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to 100,000,000 shares to EEME, exceeding 19.99% of current outstanding shares, contingent on shareholder approval per Nasdaq rules.

• Proposal 2: Authorize adjournment to solicit additional proxies if Proposal 1 lacks sufficient support.

• Both proposals require a majority of votes cast for approval; abstentions and broker non-votes have no effect.

• Only shareholders of record as of February 6, 2026, are eligible to vote.

Board of directors and corporate governance

• Board recommends voting FOR both proposals and is responsible for proxy solicitation.

• Proxy materials are available online, and voting can be done via internet, phone, mail, or at the meeting.

• Board members and executive officers hold less than 1% individually, with principal holders listed in the proxy.