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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 |
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 | ||||||
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
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 | ) | ||