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 March 31, 2026.

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

On May 7, 2026, two of the Company’s wholly-owned subsidiaries, Shore Fire Media, Ltd. and The Door Marketing Group, LLC (collectively, the “Borrowers”), executed a Loan Agreement with certain Lenders and FVP Servicing, LLC (“FVP”), as agent for the Lenders providing for (i) a term loan in the amount of $2,000,000, (ii) a delayed draw term loan in the amount of $2,000,000 that, subject to certain conditions, will be become available on November 7, 2026 and (ii) a second delayed draw term loan in the amount of $1,000,000 that, subject to certain conditions, will become available on May 7, 2027 (the “Loans”). The Loans will bear interest at 12% per annum from the date they are made and will have a maturity date of May 7, 2029. The Company executed a Guaranty in favor of FVP in connection with the Loan Agreement. In addition, the Borrowers entered into a Security Agreement pursuant to which they granted FVP and the Lenders a security interest in substantially all of its assets as collateral for the loan obligations and the Company entered into a Pledge and Security Agreement granting FVP and the Lenders a security interest in the equity of the Borrowers. Proceeds from the Loans will be for general working capital purposes.

The foregoing descriptions of the Loan Agreement, Security Agreement and Pledge and Security Agreement are not complete and are qualified in their entirety by reference to the Loan Agreement, Security Agreement and Pledge and Security Agreement filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, to this Quarterly Report on Form 10-Q, and each such exhibit is incorporated herein by reference.

The information set forth in Item 1.01 is incorporated herein by reference.

On May 8, 2026, the Company entered into two subscription agreements (the “Subscription Agreements”) with investors for two convertible promissory notes (each a“Notes”) in the aggregate principal amount of $500,000 and received cash proceeds of $500,000. The Notes bear interest at a rate of 10% per annum and each have a maturity date of May 8, 2031. 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”) a purchase price of $1.43 per share. 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.** **