[Form 4] Cantor Equity Partners III, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 shows Brandon Lutnick acquired control of voting shares tied to Cantor Equity Partners III, Inc. On 10/06/2025 Lutnick, through trusts for which he is trustee with decision-making control, closed the purchase of all voting shares of CF Group Management, Inc. for an aggregate purchase price of $200,000. The purchased stake gives Lutnick indirect beneficial ownership of 580,000 Class A ordinary shares and 6,900,000 Class B ordinary shares of the Company via the Sponsor structure described in the filing. The Class B shares convert one-for-one into Class A shares at the time of the Company’s initial business combination or at holder option. Lutnick is reported as Chairman and CEO and disclaims beneficial ownership beyond any pecuniary interest.

Positive

• Consolidation of voting control under a single trustee offers clearer governance alignment
• Modest purchase price of $200,000 to acquire controlling voting shares may indicate structured founder-share transfer

Negative

• Large founder-class position of 6,900,000 Class B shares could concentrate voting power
• Indirect beneficial ownership and disclaimer language may limit clarity on Lutnick's economic interest

Insights

Corporate Governance Analyst

TL;DR: Reporting person acquired voting control through a $200,000 purchase of CFGM voting shares.

The transaction closed on 10/06/2025 where the reporting person, acting as trustee, purchased the voting shares of CF Group Management, Inc. for $200,000, which creates indirect beneficial ownership of 580,000 Class A and 6,900,000 Class B ordinary shares through the Sponsor and its LP structure. The filing identifies the chain: CFGM→CFLP→Sponsor→recorded share ownership.

This change consolidates voting control under the reporting person while he disclaims beneficial ownership beyond pecuniary interest, a common Section 16 disclosure. Watch for any follow-up filings that disclose direct transfers, conversions of Class B to Class A at the initial business combination, or additional Schedule 13D/G activity during the transaction window.

Securities Structure Specialist

TL;DR: Large founder-class stake is recorded as indirect ownership with conversion mechanics.

The filing confirms that 6,900,000 Class B

Key dependencies include the timing of the initial business combination and any anti-dilution adjustments described in the Form S-1. Monitor any future Form 4 entries or conversion events that change the reported Class A share count or disclose exercise/conversion dates.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lutnick Brandon

(Last) (First) (Middle)

C/O CANTOR EQUITY PARTNERS III, INC.

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cantor Equity Partners III, Inc. [ CAEP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	10/06/2025		P		580,000	A	(1)	580,000	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(2)	10/06/2025		P		6,900,000		(2)	(2)	Class A ordinary shares	6,900,000	(1)	6,900,000	I	See Footnote(3)

Explanation of Responses:

1. On October 6, 2025, the reporting person, through trusts for which he is trustee with decision making control, closed the purchase of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the managing general partner of Cantor Fitzgerald, L.P. ("CFLP"), from Howard W. Lutnick. CFLP is the sole member of Cantor EP Holdings III, LLC (the "Sponsor"). The Sponsor is the direct owner of 580,000 Class A ordinary shares of Cantor Equity Partners III, Inc. (the "Company"), par value $0.0001 per share (the "Class A Ordinary Shares"), and 6,900,000 Class B ordinary shares of the Company, par value $0.0001 per share (the "Class B Ordinary Shares"). Following the closing of the transaction, the reporting person may be deemed to have beneficial ownership of the 580,000 Class A Ordinary Shares and 6,900,000 Class B Ordinary Shares held by the Sponsor. The aggregate purchase price of the voting shares of CFGM was $200,000.

2. As described in the Company's registration statement on Form S-1 (File No. 333-287847) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Company's initial business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.

3. The Sponsor is the record holder of the shares reported herein. CFLP is the sole member of the Sponsor. CFGM is the managing general partner of CFLP. The reporting person is the Chairman and Chief Executive Officer of the Sponsor, CFLP and CFGM and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM. The reporting person disclaims beneficial ownership of all securities held by the Sponsor in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Brandon Lutnick	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Brandon Lutnick report in the Form 4 for CAEP?

The report discloses that on 10/06/2025 Lutnick, through trusts, purchased voting shares of CF Group Management, Inc. for $200,000, resulting in indirect beneficial ownership of 580,000 Class A and 6,900,000 Class B ordinary shares.

How many Class A and Class B shares does the Form 4 show for CAEP?

The filing reports 580,000 Class A ordinary shares and 6,900,000 Class B ordinary shares as indirectly beneficially owned following the transaction.

Do the Class B shares convert to Class A for CAEP?

Yes. Per the registration statement cited, Class B ordinary shares convert one-for-one into Class A ordinary shares at the time of the Company’s initial business combination or at the holder's option, subject to standard adjustments.

What price was paid for the voting shares in the transaction?

The aggregate purchase price for the voting shares of CF Group Management, Inc. was $200,000.

Does Brandon Lutnick claim full beneficial ownership of the Sponsor-held shares?

The filing states that Lutnick disclaims beneficial ownership of any securities held by the Sponsor in excess of his pecuniary interest, if any, while reporting the indirect ownership position.