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

Reporting relationship: 10%+ Owner
Issuer ticker: CEP
Reported as of: 08 Dec 2025
Net transaction value: +$1,247,430
SEC form: 4
Accepted by SEC: 09 Dec 2025, 18:54:40 UTC
Prior SEC filing: 15 Aug 2024
Source filing: View source filing
Reporting owner signature: /s/ Brandon G. Lutnick

Key filing fact

Cantor EP Holdings, LLC filed Form 4 for Cantor Equity Partners, Inc. (CEP) on 09 Dec 2025.

Key facts

This page summarizes Cantor EP Holdings, LLC's Form 4 filing for Cantor Equity Partners, Inc. (CEP).
5 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 09 Dec 2025, 18:54.

Change

Previous filing in this sequence was filed on 15 Aug 2024.
Current net transaction value: +$1,247,430.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (4)

CIK 0002029095 Primary reporting owner

Cantor EP Holdings, LLC

Relationship: 10%+ Owner
Address: 110 EAST 59TH STREET, NEW YORK
Signature: /s/ Brandon G. Lutnick
Signature date: 09 Dec 2025

CIK 0001024896

CANTOR FITZGERALD, L. P.

Relationship: 10%+ Owner
Address: 110 EAST 59TH STREET, NEW YORK
Signature: /s/ Brandon Lutnick, as Chief Executive Officer of Cantor EP Holdings, LLC
Signature date: 09 Dec 2025

CIK 0001251145

CF GROUP MANAGEMENT INC

Relationship: 10%+ Owner
Address: 110 EAST 59TH STREET, NEW YORK
Signature: /s/ Brandon Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P.
Signature date: 09 Dec 2025

CIK 0002048880

Lutnick Brandon

Relationship: Chief Executive Officer, Director, 10%+ Owner
Address: 110 EAST 59TH STREET, NEW YORK
Signature: /s/ Brandon Lutnick, as Chief Executive Officer of CF Group Management, Inc.
Signature date: 09 Dec 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CEP transaction

Class A ordinary shares

Award

Transaction value: $1,247,430
Shares: +124,743
Change %: +42%
Price: $10.00
Shares after: 424,743
Date: 08 Dec 2025
Ownership: Direct
Footnotes: F1, F6

CEP transaction

Class A ordinary shares

Options Exercise

Transaction value
Shares: +9,463,886
Change %: +2228%
Price
Shares after: 9,888,629
Date: 08 Dec 2025
Ownership: Direct
Footnotes: F2, F3, F6

CEP transaction

Class A ordinary shares

Disposed to Issuer

Transaction value
Shares: -1,418,782
Change %: -14%
Price
Shares after: 8,469,847
Date: 08 Dec 2025
Ownership: Direct
Footnotes: F4, F6

CEP transaction

Class A ordinary shares

Disposed to Issuer

Transaction value
Shares: -8,469,847
Change %: -100%
Price
Shares after: 0
Date: 08 Dec 2025
Ownership: Direct
Footnotes: F5, F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CEP transaction Derivative

Class B ordinary shares

Options Exercise

Transaction value: $0
Shares: -2,500,000
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 08 Dec 2025
Ownership: Direct
Underlying class: Class A ordinary shares
Underlying amount: 2,500,000
Exercise price
Footnotes: F2, F3, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Cantor EP Holdings, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote 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.

Footnote 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").

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.