XCF Global Stockholders Approve 1.7B Share Authorization, Business Combination Measures

Key Points

• Stockholders approved increasing authorized Class A shares from 500 million to 1.7 billion, giving XCF Global greater flexibility for future financing and corporate actions.
• Shareholders approved issuing at least 19.99% of outstanding common stock as potential consideration in the proposed business combination with DevvStream and Southern Energy Renewables.
• Investors also approved seven post-closing directors and expanded the 2025 Equity Incentive Plan from 14.6 million to 80 million reserved shares. The results are preliminary, with final figures expected in an SEC Form 8-K by Oct. 9, 2026.

XCF Global Capital NASDAQ: SAFX stockholders approved five proposals at a special meeting, including measures to increase the company’s authorized Class A common stock, authorize potential share issuance tied to a business combination, elect seven post-closing directors and expand the company’s equity incentive plan.

According to Harvey Schnitzer, the company’s chief financial officer and secretary of the meeting, approximately 70.4% of the voting power of XCF Global’s outstanding capital stock entitled to vote was represented in person, through remote communication or by proxy. The level of participation satisfied the quorum requirement for the meeting.

Authorized Share Increase Approved

Stockholders approved a proposal to increase the number of authorized Class A common shares from 500 million to 1.7 billion. The proposal required approval from holders representing a majority of the total voting power of the company’s issued and outstanding common stock entitled to vote, voting as a single class.

The company’s board had recommended that stockholders vote in favor of the authorized-stock increase.

Business Combination Share Issuance Receives Approval

Stockholders also approved a proposal related to a potential issuance of 19.99% or more of XCF Global’s issued and outstanding common stock. The proposed shares would serve as stock consideration under a business combination agreement dated April 13, 2026, among XCF Global, DevvStream and Southern Energy Renewables.

The proposal was submitted for approval under Nasdaq Listing Rule 5635(a), (b) and (d). It required the affirmative vote of a majority of votes cast by common shareholders present or represented by proxy and entitled to vote on the matter.

The company referred to the measure as the stock issuance proposal. The board recommended a vote in favor.

Seven Directors Elected for Post-Closing Board

Stockholders approved the election of seven directors who are expected to serve following the effective time of the contemplated business combination. The approved nominees were:

• Christopher Cooper
• Chad Langley
• John Wharton
• Wray Thorn
• Sanford Cockrell
• Si-Yeon Kim
• Carl Stanton

The directors are expected to serve until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The director election proposal required a plurality of votes cast by shareholders present or represented by proxy and entitled to vote.

Equity Plan Expansion and Adjournment Proposal Approved

Stockholders approved an increase in the number of shares reserved for issuance under XCF Global’s 2025 Equity Incentive Plan. The approved proposal raises the reserve from 14,557,881 shares to 80 million shares.

The meeting also approved an adjournment proposal that would have allowed the company to postpone the meeting, if necessary, to solicit additional votes for the other proposals. Schnitzer said an adjournment was not needed because sufficient votes were received to approve the proposals.

The meeting’s polls closed at 11:13 a.m. Eastern Time. Schnitzer said the reported outcomes were preliminary because the final share-vote figures were not yet available. XCF Global said it expects to publish the final voting tally in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission on or before Oct. 9, 2026.

About XCF Global Capital (NASDAQ:SAFX)

XCF Global Capital, Inc NASDAQ: SAFX is a clean-technology company focused on the development and production of sustainable aviation fuel (SAF). Its business centers on converting low-carbon methanol into aviation fuel designed to reduce the lifecycle emissions associated with conventional petroleum-based jet fuel.

The company is developing a proprietary methanol-to-jet fuel process and related production facilities intended to support the commercial manufacture of SAF. Its products are aimed primarily at airlines, fuel suppliers and other participants in the aviation industry seeking lower-carbon alternatives for air travel.

XCF Global Capital's operations and commercial development have been focused in the United States.

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