Dolphin Entmt Inc SEC Filings

Dolphin Entertainment, Inc. seeks shareholder approval on four proposals at its 2025 annual meeting: elect directors, ratify Grant Thornton LLP as independent auditors, authorize for Nasdaq purposes a possible issuance equal to 20% or more of common stock under a purchase agreement with Lincoln Park Capital Fund LLC (up to $15,000,000 of shares), and an advisory "say-on-pay" vote on named executive officer compensation. The proxy describes voting mechanics and quorum rules and discloses related-party indebtedness: advances and promissory notes from an entity owned by CEO William O'Dowd, IV (DE LLC) with principal balances totaling $2,242,873 as of December 31, 2024 and accrued interest of $263,767, and promissory notes to Mr. Mock with a principal balance of $983,112 and accrued interest of $90,417 as of December 31, 2024. The filing notes the number of shares outstanding used for ownership tables (11,982,422 common; 50,000 Series C) and restrictions on Series C conversion and transfer under a Stock Restriction Agreement.

Insider purchase increases CEO's stake in Dolphin Entertainment. The company's Chief Executive Officer and director, William O'Dowd IV, reported acquiring 3,700 shares of Dolphin Entertainment, Inc. common stock on 09/22/2025 at a weighted average price of $1.33 per share. After the purchase, Mr. O'Dowd directly beneficially owns 374,174 shares and holds additional indirect interests of 54,535 shares through Dolphin Entertainment, LLC and 62,106 shares through Dolphin Digital Media Holdings, LLC, both entities wholly owned by him. The filing notes the shares were bought in multiple transactions at prices ranging from $1.32 to $1.39 and that full allocation by price is available upon request.

Dolphin Entertainment, Inc. solicits votes at its 2025 annual meeting on four items: electing directors; ratifying Grant Thornton LLP as independent auditors for the fiscal year ending December 31, 2025; approving, to satisfy Nasdaq rules, the potential issuance of 20% or more of its common stock under a purchase agreement with Lincoln Park Capital Fund LLC, under which Lincoln Park may purchase up to $15,000,000 of shares; and a non-binding advisory vote on named executive officer compensation. The proxy cites 11,982,422 shares of common stock and 50,000 shares of Series C outstanding as of September 15, 2025, and describes voting mechanics for each proposal. The filing discloses related-party promissory notes: DE LLC notes had principal of $2,242,873 and accrued interest of $263,767 as of December 31, 2024, with 10% annual interest; Mock Notes owed $983,112 principal and $90,417 accrued interest as of December 31, 2024, also at 10% annual interest. Key executives named include William O'Dowd, IV (CEO, Chairman, President) and Mirta A. Negrini (CFO, COO).

William O'Dowd IV, CEO and director of Dolphin Entertainment, Inc. (DLPN), received three 10% convertible promissory notes on 05/12/2025. The notes were issued in exchange for prior nonconvertible promissory notes and include an agreement to extend the original maturity dates. The three notes total $2,242,973 in principal across maturities through 2029. The filing states the notes are held indirectly by Dolphin Entertainment, LLC, an entity wholly owned by Mr. O'Dowd, and excludes shares issuable upon conversion of accrued interest if converted at the reporting person's election.

Insider purchase reported by Dolphin Entertainment, Inc. CEO and director William O'Dowd IV. On 09/15/2025 he purchased 4,100 shares of Dolphin Entertainment common stock at a weighted average price of $1.218 per share (purchases ranged from $1.21 to $1.25). After the transaction he directly beneficially owns 370,474 shares and holds additional indirect ownership through two wholly owned entities: 54,535 shares via Dolphin Entertainment, LLC and 62,106 shares via Dolphin Digital Media Holdings, LLC. The filing includes a signature dated 09/15/2025 and an offer to provide detailed per-trade pricing on request.

William O'Dowd IV, CEO and director of Dolphin Entertainment, Inc. (DLPN), purchased 4,150 shares of the company's common stock on 09/08/2025 at a weighted average price of $1.187 per share under a Rule 10b5-1 plan. After the purchase he directly beneficially owns 366,374 shares and holds additional indirect ownership through two wholly owned entities: 54,535 shares via Dolphin Entertainment, LLC and 62,106 shares via Dolphin Digital Media Holdings, LLC. The filing discloses the weighted-average price range for the multiple purchase transactions ($1.18–$1.20) and confirms the reporting obligation was satisfied by a signed Form 4.

Insider purchase reported by Dolphin Entertainment, Inc. CEO and director William O'Dowd IV. On 09/02/2025 he purchased 4,100 shares of Dolphin common stock at a weighted average price of $1.214 per share (transactions ranged from $1.18 to $1.23). After the purchase the filing shows 362,224 shares held directly by Mr. O'Dowd IV and additional indirect holdings of 54,535 shares held by Dolphin Entertainment, LLC and 62,106 shares held by Dolphin Digital Media Holdings, LLC, both entities wholly owned by him. The filing indicates the trades were made pursuant to a Rule 10b5-1 plan.

Dolphin Entertainment, Inc. issued five convertible promissory notes totaling $800,000 and received cash proceeds of $800,000. The Notes carry a 10% annual interest rate and mature five years from each issuance date. Noteholders may convert principal and accrued interest into the company's common stock prior to maturity. Two $100,000 Notes convert at $1.04 per share (the closing price on issuance); two $100,000 Notes and one $400,000 Note convert at $1.07 per share (the five-day average closing price before issuance). The filing is dated August 29, 2025 and signed by CFO Mirta A. Negrini.

William O'Dowd IV, Dolphin Entertainment CEO and director, purchased 4,400 shares of DLPN common stock on 08/25/2025 at a weighted-average price of $1.126 per share. After the purchases, his direct ownership increased to 358,124 shares. He also reports indirect holdings of 54,535 shares through Dolphin Entertainment, LLC and 62,106 shares through Dolphin Digital Media Holdings, LLC; both entities are described as wholly owned by him. The Form 4 indicates the transaction was made pursuant to a written plan intended to satisfy the Rule 10b5-1 affirmative defense, and the reported purchase prices ranged from $1.07 to $1.16.