SCHEDULE: Lutnick Family Restructures Cantor Equity Partners Ownership

Howard W. Lutnick divests his holdings in Cantor and CFGM, transferring control to trusts managed by Brandon G. Lutnick, following his appointment as U.S. Secretary of Commerce.

Summary

• Howard W. Lutnick completed the previously announced divestiture of his holdings in Cantor Fitzgerald, L.P. and CF Group Management, Inc. (CFGM).
• This divestiture was undertaken in connection with his appointment as the U.S. Secretary of Commerce.
• Howard W. Lutnick no longer possesses any voting or dispositive power over Cantor Equity Partners, Inc. securities.
• Trusts controlled by Brandon G. Lutnick acquired all voting shares of CFGM, which serves as the managing general partner of Cantor Fitzgerald, L.P.
• The aggregate purchase price for these CFGM voting shares was $200,000, funded by cash on hand at the Purchaser Trusts.
• Brandon G. Lutnick is now deemed to have beneficial ownership of 2,800,000 Ordinary Shares of Cantor Equity Partners, Inc., representing 21.9% of the issued and outstanding shares.
• These beneficially owned shares comprise 300,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares, with Class B shares being convertible into Class A shares on a one-for-one basis.
• The transactions for the sale of CFGM voting shares officially closed on October 6, 2025.

Sentiment

Score: 7

Explanation: The filing reflects a planned and orderly transition of control due to a government appointment, which is a positive for corporate governance and stability. No negative financial or operational impacts are indicated, and the succession plan appears well-executed.

Positives

• The divestiture by Howard W. Lutnick resolves potential conflicts of interest, demonstrating adherence to ethical standards for public office.
• The transfer of control to Brandon G. Lutnick and his trusts ensures a clear succession plan and continuity of leadership within the Cantor ecosystem.
• The transaction formalizes the beneficial ownership structure, providing clarity to stakeholders regarding control of Cantor Equity Partners, Inc.

Risks

• Reporting Persons may, at any time, review or reconsider their positions with respect to the Issuer and reserve the right to develop such plans or proposals, which could lead to future changes in ownership or strategy.

Future Outlook

The Reporting Persons currently have no plans or proposals other than those described in this filing and in connection with the Issuer's proposed business combination with Twenty One Capital, Inc. They reserve the right to review or reconsider their positions with respect to the Issuer and develop future plans or proposals.

Management Comments

• Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Issuer.
• Brandon G. Lutnick may be deemed to have beneficial ownership of the Ordinary Shares owned by the Sponsor.

Industry Context

This transaction represents a significant internal leadership transition within the Cantor Fitzgerald ecosystem, driven by a key executive's move to a high-profile government role. Such divestitures are common for appointees to senior government positions to avoid conflicts of interest. The consolidation of control under Brandon G. Lutnick suggests a clear succession plan and continued family influence over Cantor Equity Partners, Inc. and its affiliates.

Comparison to Industry Standards

• The divestiture of holdings by an individual assuming a high-level government position, such as U.S. Secretary of Commerce, is a standard practice to prevent conflicts of interest, aligning with ethical guidelines for public service.
• The transfer of control within a family, from one generation or branch to another (Howard W. Lutnick to Brandon G. Lutnick), is a common succession strategy in privately held or closely controlled financial institutions like Cantor Fitzgerald, L.P. and its affiliates, similar to practices seen in firms such as Fidelity (Johnson family) or Koch Industries (Koch family).
• The stated purchase price of $200,000 for the voting shares of CF Group Management, Inc. is a nominal amount for control shares, which is typical in family transfers where the primary value is in the control rather than the direct equity stake, and often structured for governance rather than market valuation.

Management Changes

Corporate Governance

Legal Proceedings

• No new legal proceedings are disclosed in this filing. The purchase agreements include standard representations about the absence of litigation that would prevent the consummation of the sale.

Related Party Transactions

• Sale of voting shares of CF Group Management, Inc. from Howard W. Lutnick's Revocable Trust to various Management Trusts controlled by Brandon G. Lutnick, Kyle S. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick.
• The aggregate purchase price for these shares was $200,000.

Stakeholder Impact

• Shareholders: The change in beneficial ownership and control could provide clarity on future leadership and strategic direction, potentially reducing uncertainty related to Howard W. Lutnick's government role.
• Management/Employees: The transition of control to Brandon G. Lutnick, who is already Chief Executive Officer of CFGM, suggests continuity in management and operations.
• Regulatory Authorities: The divestiture by Howard W. Lutnick addresses potential conflicts of interest, aligning with regulatory expectations for government appointees.

Next Steps

• Howard W. Lutnick is expected to file Amendment No. 4B to the Original Schedule 13D to reflect his zero ownership.
• The Issuer has a proposed business combination with Twenty One Capital, Inc.
• Reporting Persons reserve the right to review or reconsider their positions with respect to the Issuer and develop future plans or proposals.

Key Dates

Recommendation

The filing primarily details a planned internal corporate governance restructuring and beneficial ownership transfer within the Lutnick family, driven by Howard W. Lutnick's government appointment. This is a non-event for the company's operational performance or immediate financial outlook. The beneficial ownership percentage for the reporting group remains unchanged at 21.9%. While it clarifies leadership succession, it does not present new information that would warrant a 'buy' or 'sell' recommendation based on fundamental changes to the company's value or prospects. Therefore, a 'hold' recommendation is appropriate as investors should continue to evaluate the company based on its core business performance and the proposed business combination with Twenty One Capital, Inc., which is mentioned as a separate ongoing matter.

Keywords

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