Dolphin Entertainment CEO Converts Debt into $2.24M Convertible Notes

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: Insider converted debt into convertible notes totaling $2.24M, potentially altering capital structure and future dilution depending on conversion.

The conversion of nonconvertible promissory notes into 10% convertible promissory notes increases the issuer's convertible obligations by $2,242,973. The notes carry a high coupon (10%) and feature conversion into common stock, with some shares excluded from counts due to optional conversion of accrued interest. These changes shift part of the company's debt toward potentially dilutive instruments and extend maturities to dates through 2029, which affects near-term cash outflows and long-term capitalization if conversion occurs.

Corporate Governance Expert

TL;DR: The CEO's related-party entity holds the convertible notes, a notable related-party financing requiring clear disclosure and governance oversight.

The filing discloses that Dolphin Entertainment, LLC—wholly owned by the reporting person—holds the convertible notes, indicating a related-party transaction. The exchange included an agreement to extend maturity dates, and the indirect ownership is explicitly stated. Such transactions raise governance considerations around arm's-length terms, board review, and shareholder transparency, all documented in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

O'Dowd William IV

(Last) (First) (Middle)

C/O DOLPHIN ENTERTAINMENT, INC.

150 ALHAMBRA CIRCLE, SUITE 1200

(Street)

CORAL GABLES FL 33134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dolphin Entertainment, Inc. [ DLPN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
10% Convertible Promissory Note	$1	05/12/2025		J(1)		$1,107,973		05/12/2025	06/30/2027	Common Stock	$1,107,873(2)	$1,107,973	$1,107,873	I	By Dolphin Entertainment LLC(3)
10% Convertible Promissory Note	$1	05/12/2025		J(1)		$1,000,000		05/12/2025	10/29/2029	Common Stock	$1,000,000(2)	$1,000,000	$1,000,000	I	By Dolphin Entertainment LLC(3)
10% Convertible Promissory Note	$1	05/12/2025		J(1)		$135,000		05/12/2025	12/10/2029	Common Stock	$135,000(2)	$135,000	$135,000	I	By Dolphin Entertainment LLC(3)

Explanation of Responses:

1. The Reporting Person received this convertible note in exchange for a nonconvertible promissory note in the same principal amount and an agreement to extend the maturity date of the original note by six months.

2. Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.

3. Dolphin Entertainment, LLC is an entity wholly owned by William O'Dowd IV.

	/s/ William O'Dowd IV	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did William O'Dowd IV report on the Form 4 for DLPN?

He reported receiving three 10% convertible promissory notes on 05/12/2025 in exchange for prior nonconvertible notes, held indirectly via Dolphin Entertainment, LLC.

How much principal was issued to the reporting person in total?

The three notes total $2,242,973 in principal ($1,107,973 + $1,000,000 + $135,000).

Are the convertible notes immediately exercisable and when do they mature?

Each note lists an issuance date of 05/12/2025 with stated maturities extending through 2029 (specific expirations include 06/30/2027, 10/29/2029, and 12/10/2029).

Who owns the notes holding the convertible securities?

The notes are held indirectly by Dolphin Entertainment, LLC, which is wholly owned by William O'Dowd IV.

Does the filing indicate conversion of accrued interest into shares?

The filing excludes shares issuable if the reporting person elects to convert accrued interest, indicating such conversion is possible but not included in the stated share counts.