SCHEDULE: Lutnick Family Consolidates Control of Cantor Equity Partners II

Brandon G. Lutnick assumes beneficial ownership of 21.5% of Cantor Equity Partners II shares following Howard W. Lutnick's divestiture for government service.

Summary

• Howard W. Lutnick completed the divestiture of his holdings in Cantor Fitzgerald, L.P. and CF Group Management, Inc. due to his appointment as the U.S. Secretary of Commerce.
• Howard W. Lutnick no longer holds voting or dispositive power over any securities of Cantor Equity Partners II, Inc.
• Brandon G. Lutnick, through trusts he controls (Purchaser Trusts), acquired all voting shares of CF Group Management, Inc. for an aggregate purchase price of $200,000.
• As a result, Brandon G. Lutnick is now deemed to beneficially own 6,580,000 Ordinary Shares of Cantor Equity Partners II, Inc.
• These shares represent 21.5% of the Issuer's total outstanding Ordinary Shares, based on 30,580,000 shares as of August 14, 2025.
• The beneficial ownership is held indirectly through Cantor EP Holdings II, LLC (Sponsor), which directly owns 580,000 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares.

Sentiment

Score: 6

Explanation: The filing details a planned and executed transfer of control due to a government appointment, which is a neutral event for the issuer's operational performance but provides clarity on ownership structure. The continuity of family control is generally viewed as stable.

Positives

• Clear succession planning and transfer of control within the Lutnick family, ensuring continuity for Cantor Fitzgerald and its affiliates.
• Howard W. Lutnick's divestiture resolves potential conflicts of interest related to his government appointment.

Risks

• The Reporting Persons may, at any time, review or reconsider their positions with respect to the Issuer and reserve the right to develop future plans or proposals, which could include transactions specified in Item 4 of Schedule 13D (e.g., mergers, asset sales, changes in management).
• Potential for legal or regulatory actions that could prevent the consummation of the sale of CFGM voting shares, although none are currently pending or threatened.

Future Outlook

The Reporting Persons may, at any time, review or reconsider their positions with respect to the Issuer and reserve the right to develop future plans or proposals, which could include transactions specified in Item 4 of Schedule 13D.

Industry Context

This transaction represents a standard divestiture process for individuals entering high-level government positions, aimed at avoiding conflicts of interest. The transfer of control within the Lutnick family maintains continuity for Cantor Fitzgerald's broader financial services operations and its affiliates, including Cantor Equity Partners II, Inc.

Comparison to Industry Standards

• This type of divestiture and transfer of control to family members is a common practice when high-profile individuals transition into government roles, ensuring compliance with ethics regulations. There are no specific comparable companies or projects mentioned in the filing to assess the results against global benchmarks.

Management Changes

Related Party Transactions

• Sale of voting shares of CF Group Management, Inc. from Howard W. Lutnick's trust to trusts controlled by Brandon G. Lutnick, Kyle S. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick.

Stakeholder Impact

• Shareholders: Clarifies the ultimate controlling person of a significant block of shares, providing transparency regarding governance. The change in control from Howard W. Lutnick to Brandon G. Lutnick within the family structure suggests continuity rather than a disruptive shift.
• Management/Employees: The change in beneficial ownership of CFGM's voting shares could imply a shift in ultimate leadership influence, though Brandon G. Lutnick is already CEO of CFGM.

Next Steps

• Howard W. Lutnick will file Amendment No. 2B to the Original Schedule 13D to reflect his zero ownership.
• The Reporting Persons may review or reconsider their positions with respect to the Issuer and reserve the right to develop future plans or proposals.

Key Dates

Recommendation

The filing primarily details a change in beneficial ownership and control within the Lutnick family, driven by Howard W. Lutnick's government appointment. This is an expected and largely administrative event, not indicative of operational changes or new strategic direction for Cantor Equity Partners II, Inc. The continuity of family control suggests stability, but there are no new positive or negative catalysts for investment decisions based solely on this filing. Therefore, a 'hold' recommendation is appropriate as the fundamental investment thesis remains unchanged.

Keywords

Cantor Equity Partners II, Brandon G. Lutnick, Howard W. Lutnick, SEC Filing, Schedule 13D/A, Beneficial Ownership, Corporate Governance, Divestiture, CF Group Management, Cantor Fitzgerald, Investment Trusts