SCHEDULE: Randy Soule Reduces Stake in XCF Global, Inc.

Reporting person Randy Soule and Encore DEC, LLC have disclosed a reduction in their beneficial ownership of XCF Global, Inc. common stock through recent market and private sales.

Summary

• Randy Soule and Encore DEC, LLC filed an Amendment No. 3 to their Schedule 13D regarding XCF Global, Inc.
• Randy Soule maintains beneficial ownership of 72,383,239 shares, representing 21.8% of the class.
• Encore DEC, LLC maintains beneficial ownership of 16,683,000 shares, representing 5.0% of the class.
• The reporting persons disclosed multiple sales of common stock occurring between March and May 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as negative due to the significant reduction in ownership by a major shareholder and the execution of private sales at prices lower than previous market transactions.

Positives

• The reporting persons continue to hold a significant equity stake in the company, signaling ongoing alignment with the issuer.

Negatives

• The reporting persons have engaged in significant divestment of shares, including both open market and private transactions.
• The sale prices for the private transactions ($0.344 and $0.4074) were significantly lower than the March open market sale price of $0.52.

Risks

• Potential for further divestment by major shareholders could exert downward pressure on the stock price.
• The reduction in ownership by a major stakeholder may be perceived negatively by the market.

Future Outlook

The reporting persons reserve the right to purchase or sell common stock of XCF in their sole discretion and at such times as they deem convenient, subject to applicable law.

Industry Context

StockSavvy.ai notes that significant insider or major shareholder divestment, particularly through private sales at declining price points, often signals a lack of confidence in near-term valuation or a need for liquidity by the holder.

Comparison to Industry Standards

• The divestment pattern is consistent with major shareholders rebalancing portfolios, though the private sale pricing suggests a discount to market value.

Legal Proceedings

• None disclosed.

Related Party Transactions

• Randy Soule is the sole member of Encore DEC, LLC and holds a 71.34% interest in RESC Renewables Holdings, LLC.

Stakeholder Impact

• Shareholders may experience increased volatility due to the selling activity of a major block holder.

Next Steps

• Continued monitoring of further 13D filings to track potential additional divestment.

Key Dates

Recommendation

The significant selling by a major shareholder warrants a cautious approach until the selling pressure subsides and the company demonstrates stable performance.

Keywords

XCF Global, Schedule 13D, Randy Soule, Encore DEC, Beneficial Ownership, Stock Sale