CEPT Form 4: Trustee Disposes of Sponsor’s 6,580,000 Founder Shares

Rhea-AI Filing Summary

On 10/06/2025, Howard W. Lutnick reported the sale of the voting shares of CF Group Management, Inc., which resulted in the reporting person no longer having beneficial ownership of the Sponsor's 580,000 Class A ordinary shares and 6,000,000 Class B ordinary shares of Cantor Equity Partners II, Inc. (CEPT). The aggregate sale price for the voting shares of CFGM was $200,000. The filing notes that the Class B shares convert one-for-one into Class A shares at the initial business combination or at the holder's option. The report disclaims any beneficial ownership beyond any pecuniary interest.

Positive

• Transaction disclosed publicly, including aggregate sale price of $200,000, supporting transparency
• Filing clarifies that Class B shares convert one-for-one into Class A shares, explaining future share count mechanics

Negative

• Reporting person no longer beneficial owner of Sponsor-held 580,000 Class A and 6,000,000 Class B shares, representing a governance/control change
• Large founder-share transfer (total 6,580,000 shares) may alter voting dynamics ahead of the initial business combination

Insights

Corporate Governance Specialist

TL;DR: Transfer of voting shares removed a longstanding trustee's indirect control over sponsor-held founder shares.

The transaction closed on 10/06/2025 and transferred voting control of CF Group Management, Inc., the managing general partner of CFLP, which indirectly held 580,000 Class A and 6,000,000 Class B shares in CEPT. That removes the reporting person’s indirect beneficial ownership of those sponsor-held shares.

This change affects who controls sponsor voting rights ahead of the company's initial business combination; investors should note the governance shift and monitor any subsequent disclosures about who now controls CFGM or exercises the sponsor’s voting power over the 6,580,000 aggregate shares.

Insider Transactions Analyst

TL;DR: Filing documents a related-party sale priced at $200,000 and clarifies conversion mechanics for founder shares.

The Form 4 states the aggregate sale price for the voting shares of CFGM was $200,000, and confirms the Sponsor’s Class B founder shares convert one-for-one into Class A shares at the business combination. The reporting person disclaims beneficial ownership beyond any pecuniary interest.

This is a material insider disposition in terms of voting control rather than an ordinary open-market sale of listed shares; look for follow-up SEC filings or Form 3/4s naming the acquiring trusts or their controller for full ownership transparency in the near term.

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

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X

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 HOWARD W

(Last) (First) (Middle)

C/O CANTOR EQUITY PARTNERS II, INC.

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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

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

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

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		S		580,000	D	(1)	0	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		S			6,000,000	(2)	(2)	Class A ordinary shares	6,000,000	(1)	0	I	See Footnote(3)

Explanation of Responses:

1. On October 6, 2025, the reporting person, in his capacity as trustee of a trust, closed the sale to trusts controlled by Brandon G. Lutnick of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the managing general partner of Cantor Fitzgerald, L.P. ("CFLP"). CFLP is the sole member of Cantor EP Holdings II, LLC (the "Sponsor"). The Sponsor is the direct owner of 580,000 Class A ordinary shares of Cantor Equity Partners II, Inc. (the "Company"), par value $0.0001 per share (the "Class A Ordinary Shares"), and 6,000,000 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 no longer has beneficial ownership of the 580,000 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares held by the Sponsor. The aggregate sale 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. 333-285681) 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 was the trustee of CFGM's sole stockholder prior to the transaction described in footnote (1). 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/ Howard 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.
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FAQ

What did Howard W. Lutnick report on Form 4 for CEPT?

He reported that on 10/06/2025 the sale of voting shares of CF Group Management, Inc. resulted in him no longer having beneficial ownership of 580,000 Class A and 6,000,000 Class B shares.

How much was the aggregate sale price disclosed in the Form 4 (CEPT)?

The filing discloses an aggregate sale price of $200,000 for the voting shares of CFGM.

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

Yes. The Form 4 references the registration statement: Class B ordinary shares convert on a one-for-one basis into Class A ordinary shares at the initial business combination or at the holder's option.

Who held the reported shares prior to the transaction?

The Sponsor, Cantor EP Holdings II, LLC, was the record holder of the 580,000 Class A and 6,000,000 Class B shares; CFLP is the sole member of the Sponsor and CFGM was the managing general partner.

Does the Form 4 claim Mr. Lutnick still beneficially owns those shares?

No. The filing states the reporting person no longer has beneficial ownership of the Sponsor-held shares and disclaims beneficial ownership beyond any pecuniary interest.

Will the sale affect CEPT's share count?

Not directly. The filing documents a change in beneficial ownership and voting control of sponsor-held shares; conversion of Class B to Class A occurs under the previously disclosed conversion mechanics, which could affect share counts at the initial business combination.