CEP Filing: Founder Howard Lutnick Reports 0% Ownership After Divestiture

Rhea-AI Filing Summary

Cantor Equity Partners, Inc. reported that Howard W. Lutnick completed a divestiture of his holdings and, as of October 6, 2025, no longer beneficially owns any Class A or Class B ordinary shares. The filing amends prior Schedule 13D disclosures and states Mr. Lutnick has zero voting and dispositive power over the issuer's securities and ceased to be a beneficial owner of more than 5% of outstanding ordinary shares.

The amendment is filed solely to reflect this change in ownership status and to indicate that Mr. Lutnick will no longer be a reporting person for these securities.

Positive

• Clear disclosure of completion date: October 6, 2025
• Reporting person removed through an explicit final amendment
• Ownership reduced to 0, eliminating > 5% beneficial holding

Negative

• Material change in insider ownership could reduce perceived continuity of leadership influence
• No detail provided here about any residual non‑share influence or contractual rights retained by related entities

Insights

Corporate Governance Specialist

Founder exits ownership and reporting role after public service appointment.

The divestiture reduces the founder's direct influence: Mr. Lutnick now holds 0 shares and has no voting or dispositive power, removing him as a reporting person under the securities rules. This is a clear ownership change with direct governance implications.

Key dependencies include any residual contractual rights or board roles not disclosed here; absent such disclosures, the immediate effect is the removal of a > 5% beneficial owner on October 6, 2025. Monitor subsequent filings for any related governance updates within the next quarter.

Regulatory & Compliance Analyst

The filing is a routine final amendment confirming compliance with disclosure obligations.

This Schedule 13D amendment updates prior filings to reflect the completion of a sale of interests tied to a public appointment and shows the filer meeting disclosure requirements by reporting cessation of beneficial ownership. It documents that voting/dispositive powers are now zero.

Investors and compliance teams should watch for any follow-up filings clarifying whether related entities retain positions or for changes to ownership percentages reported by other related parties within Q4 2025.

FAQ

What did the Schedule 13D/A filed for CEP on 10/06/2025 disclose?

It discloses that Howard W. Lutnick completed a divestiture and, as of October 6, 2025, beneficially owns 0 ordinary shares and has no voting or dispositive power.

Does Howard W. Lutnick still own more than 5% of CEP after this filing?

No. The filing states Mr. Lutnick ceased to be a beneficial owner of more than 5% of the outstanding ordinary shares as of October 6, 2025.

Why was this Schedule 13D/A filed by Howard W. Lutnick?

The amendment was filed solely to indicate that Mr. Lutnick no longer has any voting or dispositive power and will cease to be a reporting person.

Does the filing indicate any cash amounts or transaction prices?

No. The amendment confirms the completion of the divestiture and ownership status but does not disclose sale proceeds or transaction prices.

Will this filing change CEP's governance immediately?

The filing documents an ownership change; it removes a > 5% beneficial owner, which may affect perceived insider influence, but no specific governance actions are disclosed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/06/2025 - 05:26 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Cantor Equity Partners, Inc.

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

G4491L104

(CUSIP Number)

Brandon Lutnick
Cantor EP Holdings, LLC, 110 East 59th Street
New York, NY, 10022
212-938-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/06/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G4491L104

1

Name of reporting person

Howard W. Lutnick

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, $0.0001 par value
(b)	Name of Issuer: Cantor Equity Partners, Inc.
(c)	Address of Issuer's Principal Executive Offices: 110 East 59th Street, New York, NEW YORK , 10022.
Item 1 Comment: This Amendment No. 4B (this "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on August 21, 2024 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on November 21, 2024 ("Amendment No. 1"), by Amendment No. 2 to the Original Schedule 13D filed with the SEC on December 26, 2024 ("Amendment No. 2") and by Amendment No. 3 to the Original Schedule 13D filed with the SEC on May 20, 2025 ("Amendment No. 3" and, together with the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, the "Prior Schedule 13D") by Cantor EP Holdings, LLC, a Delaware limited liability company (the "Sponsor"), Cantor Fitzgerald, L.P., a Delaware limited partnership ("Cantor"), CF Group Management, Inc., a New York corporation ("CFGM") and Howard W. Lutnick, and Amendment No. 4A to the Original Schedule 13D, dated October 6, 2025, filed by the Sponsor, Cantor, CFGM and Brandon G. Lutnick, relating to their beneficial ownership of Class A ordinary shares, par value $0.0001 per share, of the Issuer ("Class A Ordinary Shares") and Class B ordinary shares, par value $0.0001 per share, of the Issuer ("Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"). Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Prior Schedule 13D. This Amendment No. 4B is being filed solely by Howard W. Lutnick to indicate that he no longer has any voting or dispositive power of the securities of the Issuer and therefore shall cease to be a Reporting Person.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions described in Amendment No. 3, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and the Issuer's former Chairman and Chief Executive Officer, has completed his previously announced divestiture of his holdings in Cantor and CFGM in connection with his appointment as the U.S. Secretary of Commerce. The sale of such interests was completed on October 6, 2025, and as a result, Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Issuer and is filing this Amendment as a final amendment to reflect his zero ownership.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated as follows: As of October 6, 2025, Mr. Howard Lutnick does not beneficially own any Ordinary Shares.
(b)	Number of Ordinary Shares beneficially owned as to which Howard W. Lutnick has: (i) sole power to vote or direct the vote: 0 (ii) shared power to vote or direct the vote: 0 (iii) sole power to dispose or to direct the disposition: 0 (iv) shared power to dispose of or to direct the disposition: 0
(c)	See Item 4 of this Amendment, of Amendment No. 3 and of Amendment No. 4A, which are each incorporated by reference herein.
(d)	Not applicable.
(e)	As of October 6, 2025, Mr. Howard W. Lutnick ceased to be a beneficial owner of more than 5% of the outstanding Ordinary Shares.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Howard W. Lutnick

Signature:	/s/ Howard W. Lutnick
Name/Title:	Howard W. Lutnick
Date:	10/06/2025