Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
The information contained in
this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor incorporated
by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
Exhibit 99.1
Dolphin Entertainment Reports Record
Fourth Quarter and Full-Year 2025 Results
| · | 2025 Revenue Rises 10% to $56.7M; Q4’25 Revenue Up
27% YoY to $15.6M |
| · | 2025 Net Loss Decreases by $9.5M and 2025 Adjusted EBITDA
More than Triples to $2.9M compared to 2024 |
| · | Q4’25 Net Income of $1.0M vs. Net Loss of $2.0M in
Q4 24 |
| · | Q4’25 Adjusted EBITDA Swings to $1.7M Profit vs. $(0.5)M
Year-Ago Loss |
| · | Expects Continued Revenue Growth and Adjusted EBITDA Margin
Expansion in 2026 |
MIAMI, FL / March 25, 2026 / Dolphin (NASDAQ:DLPN) a leading entertainment
marketing and premium content production company, today announced its financial results for the fourth quarter and full year ended December
31, 2025.
Bill O'Dowd, CEO of Dolphin, stated:
"2025 marked a turning point for Dolphin. After several years
of strategic acquisitions and growth investments, we are now reaping the benefits. Full-year revenue grew approximately 10% to $56.7 million,
with fourth quarter revenue up 27% year-over-year to $15.6 million. Full-year Adjusted EBITDA reached $2.9 million, up 209% from $0.9
million. Q4 was particularly strong, with Adjusted EBITDA of $1.7 million compared to Adjusted EBITDA loss of $0.5 million in Q4 2024,
a $2.2 million swing that underscores the operating leverage in our model.
Our recently announced strategic partnership with DealMaker, our AI
capabilities through Dolphin Intelligence, and our disciplined venture investments represent additional growth catalysts requiring little
to no upfront capital. We expect continued top-line growth in 2026 and, just as in 2025, we expect Adjusted EBITDA to expand significantly
faster than revenue. We have built the infrastructure and team to support a meaningfully larger revenue base, in which incremental revenue
is able to flow disproportionately to the bottom line and we expect continued Adjusted EBITDA margin expansion in 2026.
We are excited about 2026, 2027 and beyond. Our bank debt matures within
roughly two and a half years, which will save us almost $2.2 million in principal and interest payments on an annual basis. Furthermore,
we expect approximately $1 million in annualized lease savings to be achieved after our large leases in New York City and Los Angeles
terminate by the end of 2026 and 2027, respectively. These lease savings will enhance our operational leverage, and just as with our expectations
of continued organic growth and margin expansion, nearly all these savings will flow directly to our free cash flow given our NOL federal
and state carryforwards of $127 million.
2025 and Recent Highlights
Total revenue for the year ended December 31, 2025, was $56.7 million,
an increase of 10% from $51.7 million last year.
Operating loss was $0.04 million for the year ended December 31, 2025,
compared to an operating loss of $10.5 million for the year ended December 31, 2024.
Operating expenses for full year 2025 were $56.7 million, including
non-cash expenses of $2.4 million related to depreciation and amortization. This compares to operating expenses of $62.2 million in 2024,
including depreciation and amortization of $2.4 million, and non-recurring or non-cash expenses of $8.0 million, consisting primarily
of a $6.7 million goodwill impairment and a $1.3 million write-off of notes receivable.
Net loss for full year 2025 was $3.1 million, including non-cash expenses
of approximately $2.4 million related to depreciation and amortization and non-recurring net expenses of $0.5 million related to acquisition
costs, debt extinguishment costs and a gain on the sale of a subsidiary. This compares to a net loss of $12.6 million for 2024, including
depreciation and amortization of $2.4 million and non-recurring and non-cash expenses of approximately $8.0 million, primarily consisting
of a $6.7 million goodwill impairment and a $1.3 million write-off of notes receivable.
Basic and diluted loss per share for full year 2025 was $(0.27) based
on 11,558,485 weighted average shares outstanding compared to basic and diluted loss per share in 2024 of $(1.22) based on 10,306,904
weighted average shares outstanding.
Adjusted EBITDA for full year 2025 was $2.9 million, compared to
$0.9 million in 2024;
Adjusted EBITDA for Q4 2025 was $1.7 million, compared to $(0.5) million in Q4 2024.
Dolphin
- Partnered with DealMaker to Unlock Community Capital for Celebrity
and Influencer Brands
- Dolphin's Powerhouse Subsidiaries Lead Major Brand Activations During
Super Bowl LX
- CEO Featured on Variety's "Strictly Business" Podcast, Discusses
the Creator Economy's Transformation of Marketing and Consumer Product Launches
- Expanded Miami Footprint to Support Continued Growth Across Subsidiaries
- Unveiled New 'Dolphin Intelligence' Division to Power AI-Driven Marketing
and Communications Strategy and Execution for Partners
- Named One of Crain's Best Places to Work in NYC 2025
- CEO Bill O'Dowd Named to PRNEWS 2025 People of the Year List; Company
Recognized on Agency Elite 120
42West
- Celebrated Oscar Win as "Mr. Nobody Against Putin" Takes
Best Documentary Feature at the 98th Academy Awards
- At Super Bowl LX, generated national media buzz for Funko’s
limited-edition Seattle Seahawks Pop! release and led widespread coverage of Puppy Bowl XXII, amplifying multi-network visibility and
pet adoption awareness during the Big Game weekend.
- Landed Six Nominations for Clients at the 98th Academy Awards
- Brought Exciting and Diverse Projects to the 2026 Sundance Film Festival
- Garnered Four Nominations for Clients at the 83rd Golden Globe Awards
Shore Fire Media
- Clients Named 2 of the 10 Best Podcasts in 2025, Including the No.
1 Pick
- Shore Fire Media and 42West's Clients Presented, Performed and Took
Home Honors at the 2026 GRAMMY Awards
- Shore Fire Media and 42West Clients Earn 35 Nominations for the 2026
GRAMMY Awards
The Door
- DISRPT Agency, a Division of The Door, Powered “Art of Glam”
During Oscars Week, Driving Cultural Momentum Into Camille Rose’s Upcoming Beauté Noir
- DISRPT delivered a headline-making moment at the Super Bowl LX Halftime
Show by orchestrating the debut of Bad Bunny’s first adidas Originals signature shoe
- The Door Provided Strategic Communications Leadership for Hooters
as the Iconic Brand Enters a New Era of Ownership and Cultural Relevance
Elle Communications
- At Super Bowl LX in the Bay Area, drove national visibility for City
Year and its NFL partnership by spotlighting the opening of East Palo Alto’s first regulation-sized football field and related community
activation
- Client Harbor Fund Announced Sundance Mountain Resort as New Long-Term
Home of Harbor Film Forum
- Named Agency of Record for FDA-Cleared Neurostimulation Device
- Launched "The Shift," a Quarterly Report, Weekly Newsletter,
and Live Workshop Series on the Future of Communications
- Led Press For "A Day of Unreasonable Conversation" Summit
At The Getty Center
The Digital Dept.
- The Digital Dept. Signed Reality TV Show Stars, Top Beauty Creators
- Ahead of Super Bowl LX, built social buzz for T-Mobile’s Big Game commercial by activating creator Becca Tilley for exclusive behind-the-scenes content and talent interviews.
Special Projects
- Had Another Successful Year of Talent Relations for the Academy Museum
of Motion Pictures Fifth Annual Gala Honoring Penélope Cruz, Walter Salles, Bruce Springsteen, And Bowen Yang
Youngblood
- As Hockey Has a Hollywood Moment, Dolphin's Adaptation of Cult Classic
Youngblood Premiered in Los Angeles
- Dolphin Partnered with Vaneast Pictures To Bring Sports Drama Youngblood
to Berlin for International Sales
- Official Trailer and Key Art Released for Hubert Davis' Adaptation
of Hockey Classic "Youngblood"
- Partnered with Well Go USA for U.S. Distribution of YOUNGBLOOD
- Los Angeles Kings Joined Feature Film Youngblood
Conference
Call Information
To participate
in this event, dial in approximately 5 to 10 minutes before the beginning of the call.
Date: March 25,
2026
Time: 4:30pm ET
Toll Free: 888-506-0062 International: 973-528-0011 Participant Access Code: 255728
Webcast: https://www.webcaster5.com/Webcast/Page/2225/53793
Replay
Toll Free: 877-481-4010
International: 919-882-2331 Replay Passcode: 53793
Webcast Replay: https://www.webcaster5.com/Webcast/Page/2225/53793
This
press release contains 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act. These forward-looking
statements may address, among other things, Dolphin Entertainment Inc.'s offering of common stock as well as expected financial and operational
results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by the use of
words such as "will," "would," "anticipate," "expect," "believe," "designed,"
"plan," or "intend," the negative of these terms, and similar references to future periods. These views involve risks
and uncertainties that are difficult to predict and, accordingly, Dolphin Entertainment's actual results may differ materially from the
results discussed in its forward-looking statements. Dolphin Entertainment's forward-looking statements contained herein speak only as
of the date of this press release. Factors or events Dolphin Entertainment cannot predict, including those described in the risk factors
contained in its filings with the Securities and Exchange Commission, may cause its actual results to differ from those expressed in
forward-looking statements. Although Dolphin Entertainment believes the expectations reflected in such forward-looking statements are
based on reasonable assumptions, it can give no assurance that its expectations will be achieved, and Dolphin Entertainment undertakes
no obligation to update publicly any forward-looking statements as a result of new information, future events, or otherwise, except as
required by applicable law.
CONTACT:
James
Carbonara
HAYDEN IR
(646)-755-7412
james@haydenir.com
ABOUT DOLPHIN:
Dolphin
(NASDAQ:DLPN) is where cultural creation meets marketing execution. Founded in 1996 by Bill O'Dowd, Dolphin operates as both a venture
studio-developing and investing in breakthrough content, products, and experiences-and a marketing consortium, featuring leading agencies
across every communications discipline.
At its core,
the venture studio creates, produces, finances, markets, and promotes new businesses and cultural ideas - ranging from acclaimed film,
television, and digital content to consumer goods, live events and partnerships that define entertainment and lifestyle. Surrounding this
entrepreneurial engine, Dolphin's marketing prowess brings together best-in-class firms including 42West, The Door, Shore Fire Media,
Elle Communications, Special Projects and The Digital Dept. Together, this collective delivers unmatched cross-marketing expertise and
relationships across every vertical of pop culture - from film, television, music, influencers, sports, hospitality, and fashion to consumer
brands and purpose-driven initiatives. Dolphin marketing has been the recipient of many accolades, including #1 Agency of the Year on
the Observer PR Power List in 2025, The PR Net 100, and the PR News Elite 120.
Follow us
on Instagram here.
DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
As of December 31, 2025 and 2024
| | |
| | |
| |
| | |
2025 | | |
2024 | |
| ASSETS | |
| | | |
| | |
| Current | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 8,756,585 | | |
$ | 8,203,842 | |
| Restricted cash | |
| 925,004 | | |
| 925,004 | |
| Accounts receivable: | |
| | | |
| | |
| Trade, net of allowance of $445,523 and $1,327,808, respectively | |
| 7,848,970 | | |
| 5,113,157 | |
| Other receivables | |
| 5,243,931 | | |
| 5,451,697 | |
| Other current assets | |
| 1,179,498 | | |
| 373,399 | |
| Total current assets | |
| 23,953,988 | | |
| 20,067,099 | |
| | |
| | | |
| | |
| Capitalized production costs, net | |
| 520,338 | | |
| 594,763 | |
| Employee receivable | |
| 1,196,085 | | |
| 1,007,418 | |
| Right-of-use assets | |
| 3,012,941 | | |
| 4,738,997 | |
| Goodwill | |
| 21,507,944 | | |
| 21,507,944 | |
| Intangible assets, net | |
| 7,898,607 | | |
| 10,189,026 | |
| Property, equipment and leasehold improvements, net | |
| 50,961 | | |
| 114,011 | |
| Other long-term assets | |
| 189,296 | | |
| 218,021 | |
| Total Assets | |
$ | 58,330,160 | | |
$ | 58,437,279 | |
(Continued)
DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
As of December 31, 2025 and 2024
| | |
2025 | | |
2024 | |
| LIABILITIES | |
| | | |
| | |
| Current | |
| | | |
| | |
| Accounts payable | |
$ | 3,096,715 | | |
$ | 2,344,272 | |
| Term loans, current portion | |
| 1,813,760 | | |
| 1,686,018 | |
| Revolving line of credit | |
| 400,000 | | |
| 400,000 | |
| Notes payable, current portion | |
| 3,500,000 | | |
| 3,750,000 | |
| Convertible notes payable, current portion | |
| 1,250,000 | | |
| — | |
| Contingent consideration | |
| — | | |
| 486,000 | |
| Accrued interest – related party | |
| 2,043,087 | | |
| 1,857,986 | |
| Accrued compensation – related party | |
| 2,625,000 | | |
| 2,625,000 | |
| Lease liabilities, current portion | |
| 1,912,482 | | |
| 1,919,672 | |
| Deferred revenue | |
| 794,177 | | |
| 341,153 | |
| Other current liabilities | |
| 11,096,820 | | |
| 11,104,036 | |
| Total current liabilities | |
| 28,532,041 | | |
| 26,514,137 | |
| | |
| | | |
| | |
| Noncurrent | |
| | | |
| | |
| Term loans, noncurrent portion | |
| 2,976,930 | | |
| 4,782,271 | |
| Notes payable, noncurrent portion | |
| 4,580,000 | | |
| 3,130,000 | |
| Convertible notes payable | |
| 6,460,000 | | |
| 5,100,000 | |
| Convertible notes payable– related party | |
| 2,904,357 | | |
| — | |
| Convertible notes payable at fair value | |
| 270,000 | | |
| 320,000 | |
| Loans from related party | |
| 983,112 | | |
| 3,225,985 | |
| Lease liabilities | |
| 1,469,386 | | |
| 3,306,033 | |
| Deferred tax liability | |
| 463,909 | | |
| 394,547 | |
| Other noncurrent liabilities | |
| — | | |
| 18,915 | |
| Total Liabilities | |
| 48,639,735 | | |
| 46,791,888 | |
| Commitments and contingencies (Note 25) | |
| | | |
| | |
| | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Preferred Stock, Series C, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding at December 31, 2025 and 2024 | |
| 1,000 | | |
| 1,000 | |
| Common stock, $0.015 par value, 200,000,000 shares authorized, 12,221,432 and 11,162,026 shares issued and outstanding at December 31, 2025 and 2024, respectively | |
| 183,321 | | |
| 166,688 | |
| Additional paid in capital | |
| 158,809,301 | | |
| 157,692,132 | |
| Accumulated deficit | |
| (149,303,197 | ) | |
| (146,214,429 | ) |
| Total Stockholders’ Equity | |
| 9,690,425 | | |
| 11,645,391 | |
| Total Liabilities and Stockholders’ Equity | |
$ | 58,330,160 | | |
$ | 58,437,279 | |
DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
For the years ended December 31, 2025 and 2024
| | |
| | |
| |
| | |
2025 | | |
2024 | |
| Revenues | |
$ | 56,699,389 | | |
$ | 51,684,984 | |
| | |
| | | |
| | |
| Expenses: | |
| | | |
| | |
| Direct costs | |
| 2,269,874 | | |
| 3,266,461 | |
| Payroll and benefits | |
| 41,916,885 | | |
| 38,123,040 | |
| Selling, general and administrative | |
| 7,813,177 | | |
| 7,795,610 | |
| Acquisition costs | |
| 416,171 | | |
| 164,044 | |
| Impairment of goodwill | |
| — | | |
| 6,671,557 | |
| Write-off of notes receivables | |
| — | | |
| 1,270,000 | |
| Change in fair value of contingent consideration | |
| — | | |
| 50,000 | |
| Gain on sale of Always Alpha Sports Management LLC | |
| (756,574 | ) | |
| — | |
| Depreciation and amortization | |
| 2,354,585 | | |
| 2,382,361 | |
| Legal and professional | |
| 2,724,329 | | |
| 2,447,083 | |
| Total expenses | |
| 56,738,447 | | |
| 62,170,156 | |
| | |
| | | |
| | |
| Loss from operations | |
| (39,058 | ) | |
| (10,485,172 | ) |
| | |
| | | |
| | |
| Other (expenses) income: | |
| | | |
| | |
| Change in fair value of convertible note | |
| 50,000 | | |
| 35,000 | |
| Change in fair value of warrant | |
| — | | |
| 5,000 | |
| Loss on extinguishment of debt | |
| (835,324 | ) | |
| — | |
| Interest expense, net | |
| (2,195,024 | ) | |
| (2,070,199 | ) |
| Total other (expense) income, net | |
| (2,980,348 | ) | |
| (2,030,199 | ) |
| | |
| | | |
| | |
| Loss before income taxes | |
$ | (3,019,406 | ) | |
$ | (12,515,371 | ) |
| | |
| | | |
| | |
| Income tax expense | |
| (69,362 | ) | |
| (87,854 | ) |
| | |
| | | |
| | |
| Net loss | |
| (3,088,768 | ) | |
| (12,603,225 | ) |
| | |
| | | |
| | |
| Loss per share: | |
| | | |
| | |
| Basic | |
$ | (0.27 | ) | |
$ | (1.22 | ) |
| Diluted | |
$ | (0.27 | ) | |
$ | (1.22 | ) |
| | |
| | | |
| | |
| Weighted average number of shares used in per share calculation | |
| | | |
| | |
| Basic | |
| 11,558,485 | | |
| 10,306,904 | |
| Diluted | |
| 11,558,485 | | |
| 10,306,904 | |
Use of Non-GAAP Financial Measures
In order to provide greater
transparency regarding our operating performance, the financial results in this press release refer to a non-GAAP financial measure that
involves adjustments to GAAP results. Non-GAAP financial measures exclude certain income and/or expense items that management deems are
not directly attributable to the Company's core operating results and/or certain items that are inconsistent in amounts and frequency,
making it difficult to perform a meaningful evaluation of our current or past operating performance.
Adjusted earnings before interest, taxes,
depreciation and amortization (“Adjusted EBITDA”) is defined by Dolphin as net (loss) or income adjusted for (i) interest,
(ii) taxes, (iii) depreciation and amortization, (iv) write-off of assets, (v) impairment of goodwill or intangible assets, (vi) acquisition
costs, (vii) equity based compensation, (viii) change in fair value of contingent consideration, convertible notes and warrants, (ix)
allowance for credit losses, (x) loss on extinguishment of debt, (xi) gains or losses on sale of subsidiaries, (xii) litigation costs;
and (xiii) impairment of capitalized production costs.
Management believes that the presentation
of operating results using this non-GAAP financial measure provides useful supplemental information for investors by providing them with
the non-GAAP financial measure used by management for financial and operational decision making, planning and forecasting and in managing
the business. This non-GAAP financial measure does not replace the presentation of financial information in accordance with U.S. GAAP.
These non-GAAP financial results should not be considered a measure of liquidity and is unlikely to be comparable to non-GAAP financial
measures provided by other companies.
Reconciliation of GAAP net (loss) income
to non-GAAP Adjusted EBITDA
| | |
| | |
| | |
| | |
| |
| | |
Twelve
Months Ended December
31, | | |
Three
Months Ended December
31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| | |
| |
| Net (loss) income (GAAP) | |
$ | (3,088,768 | ) | |
$ | (12,603,225 | ) | |
$ | 1,019,706 | | |
$ | (1,959,611 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Adjustments to GAAP measure: | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| 2,195,024 | | |
| 2,070,199 | | |
| 467,203 | | |
| 520,914 | |
| Income tax expense | |
| 69,362 | | |
| 87,854 | | |
| 26,317 | | |
| 43,148 | |
| Depreciation and amortization | |
| 2,354,585 | | |
| 2,382,361 | | |
| 582,093 | | |
| 636,782 | |
| Write off of assets | |
| — | | |
| 1,270,000 | | |
| — | | |
| — | |
| Impairment of goodwill | |
| — | | |
| 6,671,557 | | |
| — | | |
| — | |
| Acquisition costs | |
| 416,171 | | |
| 164,044 | | |
| — | | |
| — | |
| Equity based compensation | |
| 12,399 | | |
| 364,650 | | |
| 456 | | |
| 3,933 | |
| Change in fair value of contingent consideration | |
| — | | |
| 50,000 | | |
| — | | |
| 50,000 | |
| Change in fair value of convertible note and warrant | |
| (50,000 | ) | |
| (40,000 | ) | |
| (30,000 | ) | |
| 20,000 | |
| Allowance for credit losses | |
| 441,875 | | |
| 505,173 | | |
| 177,292 | | |
| 204,143 | |
| Loss on extinguishment of debt | |
| 835,324 | | |
| — | | |
| — | | |
| — | |
| Gain on sale of Always Alpha | |
| (756,574 | ) | |
| — | | |
| (756,574 | ) | |
| — | |
| Litigation costs | |
| 333,866 | | |
| — | | |
| 129,099 | | |
| — | |
| Impairment of capitalized production costs | |
| 88,127 | | |
| — | | |
| 88,127 | | |
| — | |
| Adjusted EBITDA (non-GAAP) | |
$ | 2,851,391 | | |
$ | 922,613 | | |
$ | 1,703,719 | | |
$ | (480,691 | ) |
