Dolphin Entertainment, Inc. Debt Disclosure
NOTE 10 — DEBT
Total debt of the Company was as follows as of December 31, 2025 and 2024:
| December 31, | ||||||||
| Debt Type | 2025 | 2024 | ||||||
| Convertible notes payable (see Note 11) | $ | 7,710,000 | $ | 5,100,000 | ||||
| Convertible notes payable - fair value option (see Note 12) | 270,000 | 320,000 | ||||||
| Non-convertible promissory notes (see Note 13) | 5,080,000 | 3,880,000 | ||||||
| Non-convertible promissory note – Socialyte (see Note 13) | 3,000,000 | 3,000,000 | ||||||
| Convertible notes from related party (see Note 14) | 2,242,873 | |||||||
| Loans from related party (see Note 14) | 983,112 | 3,225,985 | ||||||
| Revolving line of credit (see Note 11) | 400,000 | 400,000 | ||||||
| First BKU Term Loan, (see Note 11) | 3,481,182 | 4,565,048 | ||||||
| Second BKU Term Loan, (see Note 11) | 1,381,026 | 2,000,000 | ||||||
| Debt issuance costs | (71,518 | ) | (96,759 | ) | ||||
| Total debt obligation | 24,476,675 | 22,394,274 | ||||||
| Less current portion of debt | (6,963,761 | ) | (5,836,018 | ) | ||||
| Noncurrent portion of debt | $ | 17,512,914 | $ | 16,558,256 | ||||
The table below details the maturity dates of the principal amounts for the Company’s debt as of December 31, 2025:
| Debt Type | Maturity Date | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | |||||||||||||||||||
| Convertible notes payable | Between October 2026 and September 2030 | $ | 1,250,000 | $ | 2,950,000 | $ | 400,000 | $ | 785,000 | $ | 2,825,000 | $ | ||||||||||||||
| Nonconvertible promissory notes | Ranging between June 2025 and August 2030 | 500,000 | 750,000 | 2,665,000 | 715,000 | 450,000 | ||||||||||||||||||||
| Nonconvertible unsecured promissory note – Socialyte | September 2023 (A) | 3,000,000 | (A) | |||||||||||||||||||||||
| Revolving line of credit | July 11,2026 (mandatory 30-day annual clearing of the line of credit balance) | 400,000 | ||||||||||||||||||||||||
| BKU First Term Loan | September 2028 | 1,176,307 | 1,276,631 | 1,028,244 | ||||||||||||||||||||||
| Second BKU Term Loan | December 2027 | 665,501 | 715,525 | |||||||||||||||||||||||
| Convertible notes form related party | December 2027 through December 2029 | 1,107,873 | 1,135,000 | |||||||||||||||||||||||
| Loans from related party | January 2029 through December 2029 | 983,112 | ||||||||||||||||||||||||
| $ | 6,991,808 | $ | 6,800,029 | $ | 4,093,244 | $ | 3,618,112 | $ | 3,275,000 | $ | ||||||||||||||||
| (A) | As discussed in Note 13, The Socialyte Purchase Agreement allows the Company to offset a working capital deficit against the Socialyte Promissory Note. As such, the Company deferred these installment payments until the final post-closing working capital adjustment is agreed upon with the Socialyte Seller. The Company has filed a lawsuit against the Socialyte Seller and certain of its principals related to the Socialyte Purchase Agreement (Note 25). |
BankUnited Term Loans
On September 29, 2023, the Company entered into a loan agreement with BankUnited (“BankUnited Loan Agreement”) in which an existing term loan with BankProv was repaid (the “Refinancing Transaction”). The BankUnited Loan Agreement includes: (i) $5,800,000 secured term loan (“First BKU Term Loan”), (ii) and $750,000 of a secured revolving line of credit (“BKU Line of Credit”) and (iii) $400,000 Commercial Card (“BKU Commercial Card”) (collectively, the “BankUnited Credit Facility”). The First BKU Term Loan carries a 1.0% origination fee and matures in September 2028, the BKU Line of Credit carries an initial origination fee of 0.5% and an 0.25% fee on each annual anniversary and matures in September 2026; the BKU Commercial Card does not have any initial or annual fee and matures in September 2026. The First BKU Term Loan has a declining prepayment penalty equal to 5% in year one, 4% in year two, 3% in year three, 2% in year four and 1% in year five of the outstanding balance. The BKU Line of Credit and BKU Commercial Card can be repaid without any prepayment penalty.
On December 6, 2024, the Company entered into a second loan agreement with Bank United (“Second BKU Term Loan”) for $2.0 million to finance the acquisition of Elle. The Second BKU Term Loan carries a 1.0% origination fee and matures in December 2027. Similar to the First BKU Term Loan, the Second BKU Term Loan has a declining prepayment penalty equal to 3% in year one, 2% in year two and 1% in year three of the outstanding balance. (The First BKU Term Loan, Second BKU Term Loan, BKU Line of Credit and BKU Commercial Card are collectively referred to as the “Bank United Credit Facility”).
Interest accrues at 8.10% fixed rate per annum on the First BKU Term Loan and 7.10% fixed rate per annum on the Second BKU Term Loan. Principal and interest are payable on a monthly basis based on a 5-year amortization for the First BKU Term Loan and 3-year amortization for the Second BKU Term Loan. Interest on the BKU Line of credit is payable on a monthly basis, with all principal due at maturity. The BKU Commercial Card payment is due in full at the end of each bi-weekly billing cycle. During the years ended December 31, 2025 and 2024, the Company did not use the BKU Commercial Card. During both of the years ended December 31, 2025 and 2024, the Company made payments in the amount of $1,418,482, inclusive of $334,616 and $421,009 of interest related to the First BKU Term Loan, respectively. During the year ended December 31, 2025, the Company made payments in amount of $743,981, inclusive of $125,007, of interest related to the Second BKU Term Loan. During the year ended December 31, 2024, there were no payments made in connection with the Second BKU Term Loan.
Interest on the BKU Line of Credit is variable based on the Lender’s Prime Rate. During the year ended December 31, 2025 and 2024, the Company recorded interest expense and made payments of $27,500 and $31,722, respectively, related to the BKU Line of Credit.
As of December 31, 2025, the Company had a balance of $1,813,760 classified as current liabilities and $2,976,930 classified as noncurrent liabilities, net of $71,518 of debt issuance costs, in its consolidated balance sheet related to the First BKU Term Loan and the Second BKU Term Loan. As of December 31, 2024, the Company had a balance of $1,686,018 classified as current liabilities and $4,782,271 classified as noncurrent liabilities, net of $96,759 of debt issuance costs, in its consolidated balance sheet related to the First BKU Term Loan. As of December 31, 2025 and 2024, the Company had a balance of $400,000 of principal outstanding under the BKU Line of Credit.
Amortization of debt origination costs under the Bank United Credit Facility is included as a component of interest expense in the consolidated statements of operations and amounted to approximately $25,241 and $16,823 for the year ended December 31, 2025 and 2024, respectively.
The BankUnited Credit Facility contains financial covenants tested semi-annually, starting on June 30, 2024, on a trailing twelve-month basis that require the Company to maintain a minimum debt service coverage ratio of 1.25:1.00 and a maximum funded debt/EBITDA ratio of 3.00:1.00. In addition, the BankUnited Credit Facility contains a liquidity covenant that requires the Company to hold a cash balance at BankUnited with a daily minimum deposit balance of $2,000,000. As of December 31, 2025, the Company believes that it is in compliance with all of the debt covenants.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 27, 2026 | Showing above |
| 2024 | Mar 27, 2025 | |
| 2023 | Apr 1, 2024 | |
| 2022 | Mar 31, 2023 | |
| 2021 | May 26, 2022 | |
| 2020 | Apr 15, 2021 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.