XCF Global, Inc. 8-K

What Happened

• XCF Global, Inc. filed an 8-K reporting a CFO transition. On January 9, 2026, the company and outgoing CFO Simon Oxley entered a Transition Agreement under which Mr. Oxley was granted 5,246,260 restricted stock units (RSUs) and will remain as a consultant to support the CFO transition and an acquisition project (the “Project”). On January 12, 2026, the company appointed William Dale as its CFO effective immediately under a Services Agreement with ZRG Interim Solutions.

Key Details

• 5,246,260 RSUs were granted to CFO Simon Oxley under the Transition Agreement (effective January 9, 2026).
• Consulting terms: monthly fee equal to either 26,500 shares of common stock or $20,000 (company’s option); contingent grant of 2,753,740 shares if the Project closes and Oxley remains in a leadership role through the Signing Date (or if company terminates him other than for cause and the Project closes within 12 months).
• Company will use commercially reasonable efforts to file a registration statement covering the shares underlying the RSUs within 90 days after issuance.
• New CFO: William Dale (age 56) appointed effective January 12, 2026 via ZRG; company pays ZRG $12,500 per week. Dale has 25+ years’ finance experience and holds CPA, MBA, and engineering degrees.
• The company issued a press release on January 14, 2026 saying it is evaluating financing options to support construction of its New Rise Reno 2 facility.

Why It Matters

• Leadership continuity: Oxley’s transition to a consultant and the prompt appointment of William Dale aim to maintain financial leadership and support an ongoing acquisition Project and corporate reporting responsibilities. The filing states Oxley’s departure was not due to any disagreement.
• Potential dilution and financing needs: the large RSU grants (5.25M immediate RSUs plus a possible 2.75M contingent shares) and ongoing share-based consulting compensation create potential share issuance/dilution; the company’s statement that it is evaluating financing for the New Rise Reno 2 facility underscores capital needs for its next growth phase.
• Costs and timing: the ZRG interim CFO arrangement ($12,500/week) and the company’s commitment to seek registration within 90 days affect near-term cash and liquidity planning and when the granted shares may become tradable.