XCF Global (SAFX) Proxy filing summary

Executive summary

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

• Proposal 1 seeks approval for issuing over 19.99% of outstanding Common Stock to EEME Energy SPV I LLC via private placement, in compliance with Nasdaq rules.

• Proceeds from the private placement are intended for the conversion and build-out of the New Rise Reno facility for sustainable aviation fuel blending.

• If Proposal 1 is not approved, the company may face significant challenges in funding its business plans and may need to seek alternative financing.

• Board unanimously recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of 100,000,000 shares to EEME, exceeding 19.99% of current outstanding shares, subject to shareholder approval.

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

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

• Board recommends voting "FOR" both proposals.

Board of directors and corporate governance

• Board fixed February 6, 2026, as the record date for voting eligibility.

• Proxy solicitation costs will be borne by the company, with no compensation to directors or officers for solicitation.

• Board members receive restricted stock units vesting over four years as part of their compensation.