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Form 8-K

sec.gov

8-K — Dolphin Entertainment, Inc.

Accession: 0001079973-26-000641

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001282224

SIC: 7200 (SERVICES-PERSONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — dlpn_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex99x1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current

Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): May 12, 2026

DOLPHIN

ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Florida

001-38331

86-0787790

(State

or other jurisdiction

(Commission

(IRS

Employer

of

incorporation)

File

Number)

Identification

No.)

150

Alhambra Circle, Suite 1200,

Coral Gables, Florida

33134

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area

code (305) 774

-0407

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

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):

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.015 par value per share

DLPN

The Nasdaq

Capital Market

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).

Emerging

growth company ☐

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results of Operations and Financial Condition.

On May 12, 2026, Dolphin Entertainment,

Inc., a Florida corporation (the “Company”), issued a press release announcing its financial results for the three

months ended March 31, 2026. A copy of the Company’s earnings press release is furnished as Exhibit 99.1 to this Current Report

on Form 8-K and incorporated herein by reference.

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.

Item

9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Press

Release dated May 12, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the

requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

DOLPHIN ENTERTAINMENT, INC.

Date: May 12, 2026

By:

/s/

Mirta A. Negrini

Mirta A. Negrini

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex99x1.htm · Sequence: 2

Exhibit 99.1

Dolphin Entertainment Reports

First Quarter 2026 Results

· Q1'26 Revenue Rises 5.2% YoY to $12.8M

· Reiterates Expectations for Continued Revenue Growth, Significant Free Cash Flow Generation, and

Adjusted EBITDA Margin Expansion in 2026

MIAMI, FL / Dolphin (NASDAQ:DLPN),

a leading entertainment marketing and premium content production company, today announced its financial results for the first quarter

ended March 31, 2026.

Bill O'Dowd, CEO of Dolphin, commented:

“While the first quarter is historically our lightest due to normal

business seasonality, we are pleased to report continued top-line growth, with total revenue increasing 5.2% year-over-year to $12.8 million.

Furthermore, we reduced our Adjusted EBITDA loss by 25% year-over-year. We emphasize Adjusted EBITDA because, given our significant non-cash

amortization expenses and minimal capital expenditures, it is a much more accurate reflection of our true cash flow potential than operating

income.

As noted in our prior quarter's remarks, following several years of

acquisitions and growth-related investment, Dolphin is now well positioned to realize the benefits of that work. We continue to operate

in highly attractive sectors, and with rising profitability, modest capex requirements, and $127 million in NOL carryforwards, we remain

confident in our ability to generate meaningful free cash flow in the periods ahead. Finally, with insiders holding a substantial stake

in the company, management remains deeply aligned with shareholders in the pursuit of long-term value.

Looking ahead, we are excited about the rest of 2026, 2027, and beyond.

In addition to organic improvements in our existing business, there are readily identifiable catalysts that should increase earnings even

more. We are making progress with our DealMaker partnership, and we just announced a publishing imprint venture with Copper Books and

Simon & Schuster that allows us to offer premium book publishing services to our clients with no upfront capital required from Dolphin.

We would also remind investors that our bank debt matures in less than two and a half years, which will free up nearly $2.2 million in

annual principal and interest payments. Looking a bit further out, we continue to anticipate roughly $1 million in annualized lease savings

once our large New York City and Los Angeles leases expire in the second half of 2027. Given our NOLs, which substantially shield us from

cash taxes, the bulk of these combined savings should flow directly to the bottom line, providing a further tailwind to free cash flow.”

Q1 2026 and Recent Highlights

Total revenue for the three months ended March 31, 2026, was

$12.8 million, an increase of 5.2% from $12.2 million last year.

Operating loss was $2.1 million for the three months ended

March 31, 2026, compared to an operating loss of $1.8 million for the three months ended March 31, 2025.

Operating expenses for Q1 2026 were $14.9 million, including

non-cash expenses of $0.5 million related to depreciation and amortization, a one-time non-recurring distribution guarantee of $0.7 million

and legal and professional fees higher than usual due to litigation costs of approximately $0.2 million. This compares to operating expenses

of $13.9 million in Q1 2025, including depreciation and amortization of $0.6 million and acquisition costs of approximately $0.4 million.

Net loss for Q1 2026 was $2.7 million as compared to a net

loss of $2.3 million for Q1 2025.

Basic and diluted loss per share for Q1 2026 was $(0.22) based

on 12,327,974 weighted average shares outstanding compared to basic and diluted loss per share in Q1 2025 of $(0.21) based on 11,162,026

weighted average shares outstanding.

Adjusted EBITDA loss for Q1 2026 of approximately $(467,000)

improved by 25% compared to approximately $(625,000) in Q1 2025.

Dolphin

· Subsidiary clients shaped the Summer 2026 season with culture-defining festivals and events

· CEO was featured on Variety's "Strictly Business" podcast and discussed the creator economy's

transformation of marketing and consumer product launches

· Expanded Miami footprint to support continued growth across subsidiaries

· Partnered with DealMaker to unlock community capital for celebrity and influencer brands

· Powerhouse subsidiaries led major brand activations during Super Bowl LX

42West

· Drove global film publicity at CinemaCon 2026

· Delivered marquee talent and a standout film slate at the 2026 SXSW Festival, featuring a company-record

16 world premiere titles and three audience award-winners

· Celebrated an Oscar win as "Mr. Nobody Against Putin" took Best Documentary Feature at the

98th Academy Awards

· Clients presented, performed, and took home honors at the 2026 GRAMMY Awards (in partnership with Shore

Fire Media)

· Landed six nominations for clients at the 98th Academy Awards

· Brought exciting and diverse projects to the 2026 Sundance Film Festival

Shore Fire Media

· Client and Afrobeat pioneer Fela Kuti became the first African solo artist to be inducted into the Rock

& Roll Hall of Fame

· Clients earned 9 nominations for Independent Music's top awards

· Partnered with The Door on the launch of Pawn Shop, a new sports-driven hospitality concept

· Clients presented, performed, and took home honors at the 2026 GRAMMY Awards (in partnership with 42West)

The Door

· Partnered with Shore Fire Media on the launch of Pawn Shop, a new sports-driven hospitality concept

· Launched a Miami hub, expanding Dolphin's South Florida presence

· DISRPT Agency, a division of The Door, powered "Art of Glam" during Oscars week, driving cultural

momentum into Camille Rose's upcoming Beauté Noir

Elle Communications

· Client Harbor Fund announced Sundance Mountain Resort as the new long-term home of Harbor Film Forum

The Digital Dept.

· Signed reality TV show stars, top beauty creators, and more

Youngblood

· As hockey had a Hollywood moment, Dolphin's adaptation of the cult classic Youngblood premiered in Los

Angeles

· Partnered with Vaneast Pictures to bring the sports drama Youngblood to Berlin for international sales

· Official trailer and key art were released for Hubert Davis' adaptation of the hockey classic "Youngblood"

Conference Call Information

To participate in this event, dial

in approximately 5 to 10 minutes before the beginning of the call.

Date: May 12, 2026

Time: 4:30pm ET

Toll Free: 888-506-0062 International: 973-528-0011 Participant Access Code: 364505

Webcast: https://www.webcaster5.com/Webcast/Page/2225/53967

Replay

Toll Free: 877-481-4010 International:

919-882-2331 Replay Passcode: 53967

Webcast Replay: https://www.webcaster5.com/Webcast/Page/2225/53967

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

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

March

31, 2026

December

31, 2025

ASSETS

Current

Cash and cash equivalents

$ 6,283,857

$ 8,756,585

Restricted cash

925,004

925,004

Accounts receivable:

Trade, net of allowance of $449,279 and $1,327,808, respectively

6,952,004

7,848,970

Other receivables

4,384,663

5,243,931

Other current assets

1,201,594

1,179,498

Total current assets

19,747,122

23,953,988

Capitalized production costs, net

542,305

520,338

Employee receivable

1,228,085

1,196,085

Right-of-use assets

2,630,279

3,012,941

Goodwill

21,507,944

21,507,944

Intangible assets, net

7,375,731

7,898,607

Property, equipment and leasehold improvements, net

38,410

50,961

Other long-term assets

198,296

189,296

Total Assets

$ 53,268,172

$ 58,330,160

LIABILITIES

Current

Accounts payable

$ 2,415,858

$ 3,096,715

Term loans, current portion

1,852,548

1,813,760

Revolving line of credit

400,000

400,000

Notes payable, current portion

3,500,000

3,500,000

Convertible notes payable, current portion

1,550,000

1,250,000

Accrued interest – related party

2,163,116

2,043,087

Accrued compensation – related party

2,625,000

2,625,000

Lease liabilities, current portion

1,671,364

1,912,482

Deferred revenue

953,969

794,177

Other current liabilities

10,010,068

11,096,820

Total current liabilities

27,141,923

28,532,041

Noncurrent

Term loans, noncurrent portion

2,502,601

2,976,930

Notes payable, noncurrent portion

4,580,000

4,580,000

Convertible notes payable

5,900,000

6,460,000

Convertible notes payable– related party

2,839,556

2,904,357

Convertible notes payable at fair value

260,000

270,000

Loans from related party

983,112

983,112

Lease liabilities

1,271,028

1,469,386

Deferred tax liability

481,561

463,909

Total Liabilities

45,959,781

48,639,735

STOCKHOLDERS’ EQUITY

Preferred Stock, Series C, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding at March 31, 2026 and December 31, 2025

1,000

1,000

Common stock, $0.015 par value, 200,000,000 shares authorized, 12,513,104 and 12,221,432 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

187,697

183,321

Additional paid-in capital

159,114,925

158,809,301

Accumulated deficit

(151,995,231 )

(149,303,197 )

Total Stockholders’ Equity

7,308,391

9,690,425

Total Liabilities and Stockholders’ Equity

$ 53,268,172

$ 58,330,160

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Three

Months Ended

March

31,

2026

2025

Revenues

$ 12,803,937

$ 12,169,711

Expenses:

Direct costs

784,650

344,414

Payroll and benefits

10,715,144

10,304,233

Selling, general and administrative

2,047,161

1,772,444

Depreciation and amortization

537,276

591,552

Acquisition cost

416,171

Legal and professional

856,138

514,424

Total expenses

14,940,369

13,943,238

Loss from operations

(2,136,432 )

(1,773,527 )

Other (expenses) income:

Change in fair value of convertible note

10,000

20,000

Interest expense, net

(547,950 )

(554,013 )

Total other (expenses) income, net

(537,950 )

(534,013 )

Loss before income taxes

(2,674,382 )

(2,307,540 )

Income tax expense

(17,652 )

(21,522 )

Net loss

$ (2,692,034 )

$ (2,329,062 )

Loss per share:

Basic

$ (0.22 )

$ (0.21 )

Diluted

$ (0.22 )

$ (0.21 )

Weighted average number of shares outstanding:

Basic

12,327,974

11,162,026

Diluted

12,327,974

11,162,026

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) acquisition costs, (v) change in fair value of convertible note, (vi) allowance

for credit losses, (vii) litigation costs; (viii) other one-time or non-cash 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 to non-GAAP

Adjusted EBITDA loss

Three

Months Ended

March

31,

2026

2025

Net (loss) income (GAAP)

$ (2,692,034 )

$ (2,329,062 )

Adjustments to GAAP measure:

Interest expense

547,950

554,013

Income tax expense

17,652

21,522

Depreciation and amortization

537,276

591,552

Acquisition costs

52,728

416,171

Change in fair value of convertible note

(10,000 )

(20,000 )

Allowance for credit losses

149,791

55,754

One-time advance on distribution of Youngblood

700,000

Litigation costs

229,376

One-time signing bonus

85,000

Adjusted EBITDA (non-GAAP)

$ (467,261 )

$ (625,050 )

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May 12, 2026

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration