Dolphin Entertainment, Inc.

On August 28, 2025, William O’Dowd, our Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement (as such term is defined in Item 408(a) of Regulation S-K) (the “10b5-1 Plan”). The 10b5-1 Plan covers the purchase of $5,000 worth of shares of the Company’s common stock per week, with no limit price. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is estimated to be from December 1, 2025 until December 31, 2026, or earlier if all transactions under the trading arrangement are completed. No other officers or directors, as defined in Rule 16a-1(f), adopted and/orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as defined in Regulation S-K Item 408, during the third quarter of 2025

The following information is included in this Item 5 in lieu of filing a Form 8-K:

Between August 29, 2025 and November 12, 2025, the Company entered into two subscription agreements (the “Subscription Agreements”) with investors for two convertible promissory notes (each a“Note”) each in the aggregate principal amount of $100,000 and received cash proceeds of $200,000. The Notes bear interest at a rate of 10% per annum. The noteholders may convert the principal balance of the Notes and any accrued interest thereon at any time before the maturity date of the Notes into common stock of the Company (“Common Stock”). One of the Notes matures three years from its issuance date and is convertible at $1.67 per share of Common Stock. The other Note matures five years from its issuance date and is convertible at $1.28 per share of Common Stock. The conversion prices for these Notes were either above or the closing price of the Common Stock on the Nasdaq Stock Market on the respective dates of those Notes.

The foregoing description of the terms of the Subscription Agreements, the Notes, and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement and the form of Note, which are included as Exhibits 4.1 and 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2023 and are incorporated herein by reference.

The issuance and sale of the Notes, and any shares of common stock to be issued upon conversion thereof will be issued, by the Company in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.** **