Major XCF Global (SAFX) holder details 26.2% stake and share sales

Rhea-AI Filing Summary

XCF Global, Inc. shareholder Randy Soule filed Amendment No. 2 to a Schedule 13D reporting updated ownership of the company’s Class A common stock. Soule reports beneficial ownership of 77,383,239 shares, representing 26.2% of the class, with sole voting and dispositive power over these shares.

Encore DEC, LLC, a Nevada entity controlled by Soule, reports 21,683,000 shares, or 7.3% of the class, also with sole voting and dispositive power. The filing explains that part of Soule’s stake is held through RESC Renewables Holdings, LLC, where he controls 47,749,586 of its 66,932,417 XCF shares. Recent activity includes Encore DEC, LLC selling 1,261,830 shares at $0.52 in an open market trade on March 12, 2026 and 9,000,000 shares at $0.344 in a private sale on April 30, 2026. The reporting persons describe the holdings as an investment and state they currently do not plan actions such as mergers, control changes, or other major corporate transactions listed under Item 4, while reserving the right to buy or sell shares subject to law.

Insights

Equity ownership & governance analyst

Filing updates a large shareholder’s 26.2% stake and recent sales.

This amendment shows Randy Soule as a major holder of XCF Global, Inc., with 77.38 million Class A shares, or 26.2% of the class, and control over additional shares through entities like Encore DEC, LLC and RESC Renewables.

The structure centralizes voting and dispositive power with Soule, which can influence governance outcomes such as director elections or strategic votes. However, the filing expressly states no current plans for mergers, control changes, or similar actions under Item 4, framing the position primarily as an investment.

Recent sales by Encore DEC, LLC—1.26 million shares at $0.52 and 9 million at $0.344 per share—reduce that entity’s position but do not eliminate Soule’s overall large stake. Future ownership updates in subsequent beneficial ownership reports will clarify whether these transactions signal a broader repositioning or routine liquidity management.

Key Figures

Soule beneficial ownership: 77,383,239 shares Soule ownership percentage: 26.2% Encore DEC ownership: 21,683,000 shares +4 more

7 metrics

Soule beneficial ownership 77,383,239 shares Class A common stock; 26.2% of class

Soule ownership percentage 26.2% Percent of Class A common stock represented

Encore DEC ownership 21,683,000 shares Beneficial ownership; 7.3% of class

RESC Renewables holdings 66,932,417 shares XCF Global common stock beneficially owned

Soule’s RESC portion 47,749,586 shares 71.34% of RESC Renewables’ XCF shares

Open market sale 1,261,830 shares at $0.52 Encore DEC sale on March 12, 2026

Private sale 9,000,000 shares at $0.344 Encore DEC sale on April 30, 2026

Key Terms

Schedule 13D, beneficially owns, sole voting power, sole dispositive power, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 2 amends and supplements the statement on initially filed on January 13, 2026"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owns financial

"Encore beneficially owns 21,683,000 shares of XCF common stock."

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 77,383,239.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"9 | Sole Dispositive Power 77,383,239.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

open market transaction financial

"Encore DEC, LLC sold 1,261,830 shares on March 12, 2026 at $0.52 per share in an open market transaction."

An open market transaction is a buy or sell of publicly traded securities executed on an exchange or other public trading venue where many buyers and sellers can participate. It matters to investors because these trades change the visible supply and demand for a stock—like shoppers moving prices in a busy marketplace—affecting share price, liquidity (how easily you can trade), and sometimes the balance of ownership.

private sale financial

"Encore DEC, LLC sold 9,000,000 shares on April 30, 2026 at $0.344 per share in a private sale."

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

XCF Global, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

98400U103

(CUSIP Number)

Samuel E. Whitley
24285 Katy Freeway, Suite 300
Katy, TX, 77494
2812060434

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 98400U103

1

Name of reporting person

SOULE RANDY

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 77,383,239.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 77,383,239.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

77,383,239.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 98400U103

1

Name of reporting person

Encore DEC LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,683,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,683,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,683,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: XCF Global, Inc.
(c)	Address of Issuer's Principal Executive Offices: 611 PERU DRIVE, Suite 300, MCCARRAN, TEXAS , 89434.
Item 2.	Identity and Background
(a)	This Amendment No. 2 amends and supplements the statement on Schedule 13D initially filed on January 13, 2026 by the following person (the "Reporting Persons") with respect to shares of common stock of XCF Global, Inc. (the "Issuer"). Randy Soule, an individual whose address is 425 Western Rd., Suite 102, Reno, Nevada 89506. Mr. Soule?s primary business is providing construction and engineering services through Encore. Mr. Soule has not been convicted in a criminal proceeding. Mr. Soule has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). Encore DEC, LLC, a Nevada limited liability company whose address is 425 Western Rd., Suite 102, Reno, Nevada 89506 (?Encore?). The primary business of Encore is construction and engineering services. Encore has not been convicted in a criminal proceeding. Encore has not been a party to a proceeding required to be disclosed pursuant to Item 2(e).
Item 4.	Purpose of Transaction
	Other than as set forth above, the Reporting Persons do not intend to take any of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D at this time; however, they reserve the right to do so. The Reporting Persons may purchase and sell common stock of XCF in their sole discretion and at such times as they deem convenient, subject to applicable law.
Item 5.	Interest in Securities of the Issuer
(a)	(a) The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Amendment No. 2 (including the footnotes thereto), and in Items 2 and 3, are incorporated by reference into this Item 5. Encore beneficially owns 21,683,000 shares of XCF common stock. Mr. Soule is the sole member of Encore. As such, he has the power to direct the vote and disposition of Encore?s shares of XCF. RESC Renewables Holdings, LLC (?RESC Renewables?) beneficially owns 66,932,417 shares of XCF common stock. Mr. Soule owns 71.34% of RESC Renewables? shares of XCF common stock (47,749,586 shares), leaving him to have the power to direct the vote and disposition of RESC Renewables? 47,749,586 shares of XCF. (b) The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Amendment No. 2 (including the footnotes thereto), and in Items 2 and 3, are incorporated by reference into this Item 5. Encore beneficially owns 21,683,000 shares of XCF common stock. Mr. Soule is the sole member of Encore. As such, he has the power to direct the vote and disposition of Encore?s shares of XCF. RESC Renewables Holdings, LLC (?RESC Renewables?) beneficially owns 66,932,417 shares of XCF common stock. Mr. Soule owns 71.34% of RESC Renewables? shares of XCF common stock (47,749,586 shares), leaving him to have the power to direct the vote and disposition of RESC Renewables? 47,749,586 shares of XCF. (c) The Reporting Persons have conducted in the following transactions of XCF securities in the past 60 days: a. Encore DEC, LLC sold 1,261,830 shares on March 12, 2026 at $0.52 per share in an open market transaction. b. Encore DEC, LLC sold 9,000,000 shares on April 30, 2026 at $0.344 per share in a private sale.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Schedule 13D filed by Reporting Persons on January 13, 2026) Exhibit 2 Company Support Agreement (incorporated by reference to Exhibit 2 to the Schedule 13D filed by Reporting Persons on January 13, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SOULE RANDY

Signature:	Randy Soule
Name/Title:	Randy Soule, self
Date:	05/08/2026

Encore DEC LLC

Signature:	Randy Soule
Name/Title:	Randy Soule, Managing Member
Date:	05/08/2026

FAQ

How many XCF Global (SAFX) shares does Randy Soule currently report owning?

Randy Soule reports beneficial ownership of 77,383,239 Class A shares of XCF Global, Inc., representing 26.2% of the class. He holds sole voting and dispositive power over these shares, including interests held indirectly through entities he controls.

What stake does Encore DEC, LLC report in XCF Global (SAFX)?

Encore DEC, LLC reports beneficial ownership of 21,683,000 XCF Global Class A shares, equal to 7.3% of the class. The filing states Encore has sole voting and dispositive power over these shares, and it is controlled by Randy Soule as sole member.

What recent share sales involving XCF Global (SAFX) are disclosed?

The filing shows Encore DEC, LLC sold 1,261,830 XCF Global shares at $0.52 each in an open market trade on March 12, 2026, and 9,000,000 shares at $0.344 each in a private sale on April 30, 2026, updating its position.

How is RESC Renewables Holdings, LLC involved with XCF Global (SAFX) shares?

RESC Renewables Holdings, LLC beneficially owns 66,932,417 XCF Global shares. The filing notes Randy Soule owns 71.34% of those, corresponding to 47,749,586 shares, giving him power to direct voting and disposition of that portion of RESC Renewables’ holdings.

Does this Schedule 13D/A show plans to change control of XCF Global (SAFX)?

The reporting persons state they do not currently intend to pursue actions listed in Item 4, such as mergers or changes in control. They describe the holdings as an investment but reserve the right to buy or sell XCF Global common stock subject to applicable law.

What is the overall significance of this Schedule 13D/A for XCF Global (SAFX)?

This amendment mainly updates ownership and recent transactions for a large shareholder group. It confirms Randy Soule’s 26.2% beneficial stake and recent sales by Encore DEC, LLC, while stating no present plans for corporate control actions, providing transparency on major shareholder positions.