Dolphin Entertainment, Inc.

No 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 quarter ended December 31, 2025.

Item 3.02 Unregistered Sales of Equity Securities.

Between December 30, 2025 and March 16, 2026, the Company entered into two subscription agreements (the “Subscription Agreements”) with investors for two convertible promissory notes (each a “Note”) in the aggregate principal amount of $150,000 and received cash proceeds of $150,000. 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, with a principal balance of $100,000 matures three years from its issuance date and is convertible at $1.32 per share of Common Stock. The other Note with a principal balance of $50,000 matures four years from its issuance date and is convertible at $1.60 per share of Common Stock. The conversion prices for these Notes were either at or above the closing price of the Common Stock on the Nasdaq Stock Market on the respective dates of issuance.

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 4.3 and 10.6 to this Annual Report on Form 10-K 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.