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

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

On 10/06/2025, Brandon Lutnick reported that trusts for which he is trustee acquired the voting shares of CF Group Management, Inc., the managing general partner of Cantor Fitzgerald, L.P., for an aggregate purchase price of $200,000. Through the resulting ownership chain, the Sponsor holds 300,000 Class A ordinary shares and 2,500,000 Class B ordinary shares of Cantor Equity Partners, Inc. (CEP). The Class B shares convert one-for-one into Class A shares at the company’s initial business combination or at holder option. Lutnick identifies himself as Chairman and CEO of the Sponsor entities and disclaims beneficial ownership beyond any pecuniary interest.

Positive

  • Acquired voting control of CF Group Management enabling sponsor linkage to CEP shares
  • Indirect beneficial ownership of 300,000 Class A and 2,500,000 Class B shares

Negative

  • Reporting person disclaims beneficial ownership beyond any pecuniary interest, limiting clarity on economic exposure
  • No information on whether Class B conversion will be exercised or timing of any business combination

Insights

Acquisition creates control linkage to CEP founder shares.

The reported purchase transfers voting control of CF Group Management, Inc., which sits atop the Sponsor that directly holds 300,000 Class A and 2,500,000 Class B shares of CEP. That chain means the reporting person may be deemed an indirect beneficial owner of those founder shares.

This position increases influence over capital events because Class B shares convert one-for-one to Class A at the initial business combination or at holder option; monitor corporate votes and any transaction timeline around the initial business combination in the near term.

Disclosure uses standard Section 16 wording and includes a disclaimer.

The filing follows Section 16 reporting conventions: a Form 4 for insider change, lists transaction code P for purchase, and states the $200,000 aggregate price. The report also contains a customary disclaimer that the reporting person disclaims beneficial ownership beyond any pecuniary interest.

Because the filing is an indirect ownership disclosure, investors should note the legal distinction between record holder, Sponsor control, and pecuniary interest when assessing voting power and economic exposure.

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*
Lutnick Brandon

(Last) (First) (Middle)
C/O CANTOR EQUITY PARTNERS, INC.
110 EAST 59TH STREET

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cantor Equity Partners, Inc. [ CEP ]
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 300,000 A (1) 300,000 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 2,500,000 (2) (2) Class A ordinary shares 2,500,000 (1) 2,500,000 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, LLC (the "Sponsor"). The Sponsor is the direct owner of 300,000 Class A ordinary shares of Cantor Equity Partners, Inc. (the "Company"), par value $0.0001 per share (the "Class A Ordinary Shares"), and 2,500,000 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 300,000 Class A Ordinary Shares and 2,500,000 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. 333-280230) 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 acquire in the Form 4 for CEP?

He acquired voting shares of CF Group Management, Inc., giving indirect ownership of 300,000 Class A and 2,500,000 Class B CEP shares.

How much was paid for the voting shares reported on 10/06/2025?

The aggregate purchase price reported was $200,000.

Do the Class B ordinary shares convert to Class A shares?

Yes; the Class B shares convert one-for-one into Class A ordinary shares at the initial business combination or at the holder's option.

Does Brandon Lutnick claim direct beneficial ownership of all disclosed shares?

No; he states he may be deemed an indirect beneficial owner and expressly disclaims beneficial ownership beyond any pecuniary interest.

What transaction code and date appear on the Form 4?

The transaction code is P (purchase) and the transaction date is 10/06/2025.
Cantor Equity Partners Inc-A

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