Dolphin (DLPN) CEO William O'Dowd IV Acquires Convertible Notes

What Happened
William O'Dowd IV, CEO of Dolphin Entertainment, effected an exchange on May 12, 2025 in which Dolphin Entertainment LLC (an entity wholly owned by Mr. O'Dowd) swapped three nonconvertible promissory notes totaling $2,242,873 for three new convertible promissory notes. The new notes retain a 10% annual interest rate and may be converted by DE LLC (the holder) into Dolphin common stock prior to each note's maturity.

Key Details

• Transaction date: May 12, 2025; Form 4 filed Sep 8, 2026 (late filing).
• Principal amounts exchanged: $1,107,873; $1,000,000; $135,000 — total $2,242,873.
• New maturities: $1,107,873 note matures June 30, 2027; $1,000,000 note matures October 29, 2029; $135,000 note matures December 10, 2029.
• Interest: 10% per annum on the New Notes; accrued interest may also be converted.
• Shares owned after transaction: Not reported (transaction converted debt to convertible notes, no immediate stock issued).
• Footnotes: DE LLC is wholly owned by William O'Dowd IV; filing notes these are exchanges for convertible notes and that share counts do not include shares issuable upon conversion of interest.
• Timeliness: The Form 4 was filed more than a year after the transaction date (May 12, 2025 → Sep 8, 2026), rather than the usual two-business-day reporting window.

Context
This was an exchange of debt instruments (nonconvertible to convertible promissory notes), not an immediate purchase or sale of common stock. The convertible feature means the holder can convert principal and accrued interest into shares before maturity, so potential future dilution exists if conversion occurs, but no shares were issued at the time of the exchange. The late filing delays public disclosure of the conversion option being granted.