Business Context and Reporting Period
This Form 8-K Current Report from XCF Global, Inc. (SAFX) covers events occurring on November 7, 2025, with the report filed on November 12, 2025. The filing details significant changes to the Company's executive leadership and Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and executive compensation arrangements.
Material Changes
- CEO Appointment: Christopher Cooper was appointed Chief Executive Officer and a member of the Board of Directors, effective November 7, 2025.
- CEO Departure: Mihir Dange was terminated as Chief Executive Officer "without cause" on November 7, 2025. He automatically resigned from his positions as director and officer.
- Interim Chairman: Wray Thorn, a current director, was appointed Interim Chairman of the Board, effective immediately.
Management Commentary, Compensation, and Risks
Christopher Cooper Compensation Package
- Base Salary: $500,000 annually.
- Target Bonus: 100% of base salary, payable in cash or stock at the executive's election.
- Equity Grant: Management stock options equal to 2% of the Company's fully diluted ownership (calculated as of September 30, 2025), vesting annually over five years.
- Severance (Without Cause/Good Reason): 100% of base salary plus unpaid bonus and insurance benefits.
- Severance (Change-in-Control): 150% of base salary plus unpaid bonus, immediate vesting of all equity, and insurance benefits.
Mihir Dange Severance
Mr. Dange is eligible for severance benefits pursuant to his employment agreement, subject to the execution of a release of claims. Specific dollar amounts are not detailed in this filing but are referenced in a prior Form 8-K filed on June 12, 2025.
Risks and Contingencies
The filing notes that Mr. Cooper is subject to customary confidentiality and non-solicitation covenants. No other material risks or contingencies are disclosed in this specific report.
Investor Verification Checklist
- Verify the exact terms of Mihir Dange's severance package by reviewing the Company's Form 8-K filed on June 12, 2025 (Exhibit 10.57).
- Review the full text of the Christopher Cooper Employment Agreement filed as Exhibit 10.1 to this report for complete legal terms.
- Confirm the calculation of "fully diluted ownership" as of September 30, 2025, to understand the magnitude of the 2% equity grant to Mr. Cooper.
- Monitor future filings for the election of a permanent Chairman to replace Interim Chairman Wray Thorn.