SEC Form 4 · accession 0001079973-26-001229
Dolphin Entertainment, Inc. · DLPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William O'Dowd IV
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
May 12, 2025
Accepted (ET)
Sep 8, 2026 · 4:40 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001282224
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 10% Convertible Promissory Note due 2027F1,F3,F2 | $1.00 | May 12, 2025 | J | — | A | May 12, 2025 | Jun 30, 2027 | Common Stock | 1,107,873 | — | I |
| 10% Convertible Promissory Note due 2029F1,F3,F2 | $1.00 | May 12, 2025 | J | — | A | May 12, 2025 | Oct 29, 2029 | Common Stock | 1,000,000 | — | I |
| 10% Convertible Promissory Note due 2029F1,F3,F2 | $1.00 | May 12, 2025 | J | — | A | May 12, 2025 | Dec 10, 2029 | Common Stock | 135,000 | — | I |
Explanation of responses
- F1On May 12, 2025, the Issuer entered into an exchange agreement (the "Exchange Agreement") with Dolphin Entertainment LLC ("DE LLC"), pursuant to which, the Issuer and DE LLC agreed to exchange the three nonconvertible promissory notes in the aggregate principal amount of $2,242,873 for three convertible promissory notes (the "New Notes") in the same principal amounts. As consideration for the exchange, the Issuer and DE LLC agreed to extend the maturity date on each of the notes by six months. One note, with a principal balance of $1,107,873 now matures on June 30, 2027, one note with a principal balance of $1,000,000 now matures on October 29, 2029 and one note with a principal balance of $135,000, now matures on December 10, 2029. The New Notes continue to bear interest at a rate of 10% per annum. DE LLC may convert the principal balance of the New Notes and any accrued interest thereon at any time before the maturity date of the Note into common stock of the Issuer.
- F2Does not include shares which may be issued upon the conversion of interest due.
- F3Dolphin Entertainment, LLC is an entity wholly owned by William O'Dowd IV.