Cantor EP Holdings, LLC - 08 Dec 2025 Form 4 Insider Report for Cantor Equity Partners, Inc. (CEP)

Role
10%+ Owner
Signature
/s/ Brandon G. Lutnick
Issuer symbol
CEP
Transactions as of
08 Dec 2025
Net transactions value
+$1,247,430
Form type
4
Filing time
09 Dec 2025, 18:54:40 UTC
Previous filing
15 Aug 2024

Reporting Owners (4)

Name Relationship Address Signature Signature date CIK
Cantor EP Holdings, LLC 10%+ Owner 110 EAST 59TH STREET, NEW YORK /s/ Brandon G. Lutnick 09 Dec 2025 0002029095
CANTOR FITZGERALD, L. P. 10%+ Owner 110 EAST 59TH STREET, NEW YORK /s/ Brandon Lutnick, as Chief Executive Officer of Cantor EP Holdings, LLC 09 Dec 2025 0001024896
CF GROUP MANAGEMENT INC 10%+ Owner 110 EAST 59TH STREET, NEW YORK /s/ Brandon Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P. 09 Dec 2025 0001251145
Lutnick Brandon Chief Executive Officer, Director, 10%+ Owner 110 EAST 59TH STREET, NEW YORK /s/ Brandon Lutnick, as Chief Executive Officer of CF Group Management, Inc. 09 Dec 2025 0002048880

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CEP Class A ordinary shares Award $1,247,430 +124,743 +42% $10.00 424,743 08 Dec 2025 Direct F1, F6
transaction CEP Class A ordinary shares Options Exercise +9,463,886 +2228% 9,888,629 08 Dec 2025 Direct F2, F3, F6
transaction CEP Class A ordinary shares Disposed to Issuer -1,418,782 -14% 8,469,847 08 Dec 2025 Direct F4, F6
transaction CEP Class A ordinary shares Disposed to Issuer -8,469,847 -100% 0 08 Dec 2025 Direct F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CEP Class B ordinary shares Options Exercise $0 -2,500,000 -100% $0.000000 0 08 Dec 2025 Class A ordinary shares 2,500,000 Direct F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Cantor EP Holdings, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On December 8, 2025, Cantor Equity Partners, Inc. ("CEP") issued Cantor EP Holdings, LLC (the "Sponsor") 124,743 Class A ordinary shares, par value $0.0001 per share, of CEP ("Class A Ordinary Shares") in repayment of amounts outstanding under the amended and restated promissory note, dated November 5, 2024, and effective as of August 12, 2024 at $10.00 per share in connection with the consummation of the transactions contemplated by the Business Combination Agreement, dated as of April 22, 2025 (as amended on July 26, 2025, the "Business Combination Agreement" and the transactions contemplated thereto, the "Business Combination"), by and among CEP, Twenty One Capital, Inc., a Texas corporation ("Pubco") and the other parties thereto, and that certain Sponsor Support Agreement dated April 22, 2025 (as amended on June 25, 2025, the "Sponsor Support Agreement"), by and among CEP, Pubco and the Sponsor.
F2 As described in CEP's registration statement on Form S-1 (File No. 333-280323) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, of CEP ("Class B Ordinary Shares") will automatically convert into Class A Ordinary Shares at the time of the CEP'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 set forth in the amended and restated memorandum and articles of association of CEP (the "CEP Memorandum and Articles").
F3 On December 8, 2025, in connection with the consummation of the Business Combination, 2,500,000 Class B Ordinary Shares were converted into an aggregate of 9,463,886 Class A Ordinary Shares pursuant to the anti-dilution provisions in the CEP Memorandum and Articles (the "Class B Conversion"). Following the Class B Conversion, the Sponsor owns zero Class B Ordinary Shares.
F4 In connection with the consummation of the Business Combination and immediately after the Class B Conversion, an aggregate of 1,418,782 Class A Ordinary Shares were surrendered for cancellation by the Sponsor to the issuer for no consideration in accordance with the Sponsor Support Agreement.
F5 In connection with the SPAC Merger (as defined in the Business Combination Agreement), an aggregate of 8,469,847 Class A Ordinary Shares held by the Sponsor were exchanged into an equal number of shares of Class A common stock, par value $0.01 per share, of Pubco. Following such transaction, the Sponsor owns zero Class A Ordinary Shares.
F6 The Sponsor is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("CFLP") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. Brandon Lutnick 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. As such, each of CFLP, 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.