Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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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 2812060433 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/08/2026 (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).
SCHEDULE 13D
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| CUSIP No. | 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
76,067,285.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,944,830.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The original Schedule 13D incorrectly stated that the percentage owned by Encore DEC, LLC was 17.6% when it should have been 23.1%. The 21.3% listed above on Item 13 is the correct, current percentage owned by Encore DEC, LLC.
SCHEDULE 13D
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| 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, 611 PERU DRIVE, MCCARRAN,
NEVADA
, 89434. | |
Item 1 Comment:
This Amendment No. 1 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"). | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment No. 1 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). | |
| (b) | 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). | |
| (c) | 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). | |
| (d) | 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). | |
| (e) | 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). | |
| (f) | Randy Soule: United States Encore DEC, LLC: United States | |
| 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. 1 (including the footnotes thereto), and in Items 2 and 3, are incorporated by reference into this Item 5. Encore beneficially owns 36,779,193 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. | |
| (b) | (b) The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Amendment No. 1 (including the footnotes thereto), and in Items 2 and 3, are incorporated by reference into this Item 5. Encore beneficially owns 36,779,193 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. | |
| (c) | The Reporting Persons have conducted in the following transactions of XCF securities in the past 60 days: a. Encore DEC, LLC sold 200,000 shares on January 8, 2026 at $0.1713 per share in an open market transaction. b. Encore DEC, LLC sold 200,000 shares on January 9, 2026 at $0.1566 per share in an open market transaction. c. Encore DEC, LLC sold 200,000 shares on January 9, 2026 at $0.1603 per share in an open market transaction. d. Encore DEC, LLC sold 200,000 shares on January 9, 2026 at $0.1616 per share in an open market transaction. e. Encore DEC, LLC sold 73,000 shares on January 12, 2026 at $0.1544 per share in an open market transaction. f. Encore DEC, LLC sold 200,000 shares on January 12, 2026 at $0.1582 per share in an open market transaction. g. Encore DEC, LLC sold 200,000 shares on January 12, 2026 at $0.1584 per share in an open market transaction. h. Encore DEC, LLC sold 200,000 shares on January 13, 2026 at $0.1574 per share in an open market transaction. i. Encore DEC, LLC sold 200,000 shares on January 13, 2026 at $0.1576 per share in an open market transaction. j. Encore DEC, LLC sold 200,000 shares on January 13, 2026 at $0.1596 per share in an open market transaction. k. Encore DEC, LLC sold 200,000 shares on January 13, 2026 at $0.1701 per share in an open market transaction. l. Encore DEC, LLC sold 200,000 shares on January 13, 2026 at $0.1762 per share in an open market transaction. m. Encore DEC, LLC sold 161,363 shares on January 14, 2026 at $0.1536 per share in an open market transaction. n. Encore DEC, LLC sold 200,000 shares on January 14, 2026 at $0.1514 per share in an open market transaction. o. Encore DEC, LLC sold 200,000 shares on January 14, 2026 at $0.1525 per share in an open market transaction. | |
| 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.
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