Sponsor for Cantor Equity Partners VII (CAES) buys Class A, surrenders founder shares

Rhea-AI Filing Summary

Cantor EP Holdings VII, LLC reported open-market purchase transactions in this Form 4 filing.

Cantor EP Holdings VII, LLC, the sponsor of Cantor Equity Partners VII, Inc., acquired 600,000 Class A ordinary shares at $10.00 per share in a private placement, giving it 600,000 Class A shares after the transaction. The sponsor is the record holder, while Cantor Fitzgerald, CF Group Management and Brandon Lutnick may be deemed beneficial owners but each disclaims beneficial ownership beyond any pecuniary interest.

Separately, the sponsor surrendered 937,500 Class B ordinary shares to the issuer for no consideration after the underwriters did not exercise the over-allotment option, leaving 6,250,000 Class B shares outstanding. These Class B shares are described as automatically converting into Class A shares on a one-for-one basis at the initial business combination or at the holder’s option, subject to customary adjustments.

Insider Trade Summary

Net Buyer: 600,000 shares ($6,000,000)

Net Buy 2 txns

Insider Cantor EP Holdings VII, LLC, CANTOR FITZGERALD, L. P., CF GROUP MANAGEMENT INC, Lutnick Brandon

Role null | null | null | Chief Executive Officer

Bought 600,000 shs ($6.00M)

Type	Security	Shares	Price	Value
Other	Class B ordinary shares	937,500	$0.00	--
Purchase	Class A ordinary shares	600,000	$10.00	$6.00M

Holdings After Transaction: Class B ordinary shares — 6,250,000 shares (Direct, null); Class A ordinary shares — 600,000 shares (Direct, null)

Footnotes (1)

1. These Class A ordinary shares were acquired by Cantor EP Holdings VII, LLC (the "Sponsor") pursuant to a private placement shares purchase agreement, dated June 16, 2026, by and between the Sponsor and the issuer. The Sponsor is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of the Sponsor, CFLP and CFGM and also the trustee with decision making control of the trusts that hold all of the voting shares of CFGM. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the shares directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. As described in the issuer's registration statement on Form S-1 (File No. 333-296199) 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 issuer'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. As contemplated in connection with the initial public offering of the issuer, as a result of the underwriters' decision not to exercise the over-allotment option, 937,500 Class B ordinary shares were surrendered by the Sponsor to the issuer for no consideration.

Key Figures

Class A shares purchased: 600,000 shares at $10.00/share Class A shares held after: 600,000 shares Class B shares surrendered: 937,500 shares +2 more

5 metrics

Class A shares purchased 600,000 shares at $10.00/share Private placement on June 18, 2026

Class A shares held after 600,000 shares Directly held by Sponsor after transaction

Class B shares surrendered 937,500 shares Surrendered to issuer for no consideration

Class B shares held after 6,250,000 shares Sponsor’s Class B balance following surrender

Class B conversion ratio 1 Class B to 1 Class A Automatic conversion at initial business combination

Key Terms

private placement shares purchase agreement, founder shares, over-allotment option, Class B ordinary shares, +1 more

5 terms

private placement shares purchase agreement financial

"These Class A ordinary shares were acquired by Cantor EP Holdings VII, LLC pursuant to a private placement shares purchase agreement"

founder shares financial

"under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

over-allotment option financial

"as a result of the underwriters' decision not to exercise the over-allotment option, 937,500 Class B ordinary shares were surrendered"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Class B ordinary shares financial

"the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

beneficial ownership financial

"each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the shares directly held by the Sponsor"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/22/2026 - 03:01 PM Accepted by SEC EDGAR 06/18/2026 - 05:00 PM Learn about SEC filing 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
Estimated average burden
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^*

Cantor EP Holdings VII, LLC

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

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

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

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

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	06/18/2026		P		600,000(1)	A	$10	600,000	D(2)

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	(3)	06/18/2026		J(4)			937,500	(3)	(3)	Class A ordinary shares	937,500	$0	6,250,000	D(2)

1. Name and Address of Reporting Person^*

Cantor EP Holdings VII, LLC

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CANTOR FITZGERALD, L. P.

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CF GROUP MANAGEMENT INC

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Lutnick Brandon

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

Explanation of Responses:

1. These Class A ordinary shares were acquired by Cantor EP Holdings VII, LLC (the "Sponsor") pursuant to a private placement shares purchase agreement, dated June 16, 2026, by and between the Sponsor and the issuer.

2. The Sponsor is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of the Sponsor, CFLP and CFGM and also the trustee with decision making control of the trusts that hold all of the voting shares of CFGM. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the shares directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

3. As described in the issuer's registration statement on Form S-1 (File No. 333-296199) 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 issuer'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.

4. As contemplated in connection with the initial public offering of the issuer, as a result of the underwriters' decision not to exercise the over-allotment option, 937,500 Class B ordinary shares were surrendered by the Sponsor to the issuer for no consideration.

	/s/ Brandon G. Lutnick	06/18/2026
	/s/ Brandon G. Lutnick, as Chief Executive Officer of Cantor EP Holdings VII, LLC	06/18/2026
	/s/ Brandon G. Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P.	06/18/2026
	/s/ Brandon G. Lutnick, as Chief Executive Officer of CF Group Management, Inc.	06/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider share purchase did Cantor EP Holdings VII report for CAES?

Cantor EP Holdings VII, LLC acquired 600,000 Class A ordinary shares of Cantor Equity Partners VII, Inc. at $10.00 per share in a private placement. This gave the sponsor 600,000 Class A shares directly held after the transaction.

Who is the record holder of the CAES shares reported in this Form 4?

The Sponsor, Cantor EP Holdings VII, LLC, is the record holder of the reported shares. Cantor Fitzgerald, CF Group Management and Brandon Lutnick may be deemed beneficial owners but each disclaims ownership beyond any pecuniary interest.

What happened to the Class B founder shares of Cantor Equity Partners VII?

The sponsor surrendered 937,500 Class B ordinary shares to the issuer for no consideration because underwriters did not exercise the over-allotment option. After this surrender, the sponsor held 6,250,000 Class B shares according to the filing data.

How do CAES Class B ordinary shares convert into Class A shares?

The filing states that Class B ordinary shares automatically convert into Class A ordinary shares at the time of the issuer’s initial business combination, or at the holder’s option, on a one-for-one basis subject to customary anti-dilution adjustments.

What role does Brandon Lutnick have in relation to Cantor Equity Partners VII?

Brandon Lutnick is identified as Chairman and Chief Executive Officer of the sponsor, Cantor Fitzgerald and CF Group Management. He is trustee of trusts holding CFGM’s voting shares and may be deemed a beneficial owner, but disclaims ownership beyond any pecuniary interest.

Why were some CAES Class B shares surrendered by the sponsor?

The sponsor surrendered 937,500 Class B ordinary shares to the issuer for no consideration because, in connection with the initial public offering, the underwriters decided not to exercise their over-allotment option, triggering that surrender mechanism.