UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 15 16, 2025

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Duos Technologies Group, Inc.

(Exact name of registrant as specified in its charter)

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Florida	001-39227	65-0493217
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

7660 Centurion Parkway, Suite 100, Jacksonville, Florida 32256

(Address of Principal Executive Offices) (Zip Code)

(904) 296-2807

(Registrant’s telephone number, including area code)

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:

☐ 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 (par value $0.001 per share)		DUOT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.02 ~~Departure~~ Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; ~~Compensatory~~Compensation Arrangements of Certain Officers.

On November 1216, 2025, Duos Technologies Group, Inc. (the “Company”) ~~announced~~entered into an Employment Agreement (the ~~retirement~~“Agreement”) ofwith Leah ~~Adrian~~F. ~~Goldfarb~~Brown, asthe Company’s Chief Financial Officer. ~~effective~~The ~~November~~Agreement 15is for a three-year term (the “Initial Term”) and shall be automatically extended for additional terms of successive one-year periods (the “Additional Term”) unless the Company or Ms. Brown gives at least 60 days written notice of non-renewal prior to the expiration of the Initial Term or the applicable Additional Term. Ms. Brown receives a base salary at the annual rate of $250,000, ~~2025~~subject to annual review. MrMs. ~~Goldfarb~~Brown ~~will~~is also ~~remain~~eligible for an annual performance bonus of up to 80% of her base salary in accordance with criteria, including but not limited to revenue targets, profitability, and other performance indicators, as recommended by the Chief Executive Officer and accepted by the Board of Directors as part of the Company’s Annual Strategic Plan. Under the Agreement, Ms. Brown received a ~~strategic~~grant ~~advisor~~of 150,000 torestricted shares of the Company’s common stock under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The award is subject to a three-year cliff vesting schedule, ~~reporting~~with full vesting on December 31, 2028, subject to continued ~~Charles~~employment ~~Ferry~~through that date. The shares may also be forfeited for other events specified in the equity award agreement. Vesting of the restricted shares will accelerate in the event of a change of control, ~~our~~death or disability, termination without ~~Chief~~cause, ~~Executive~~or ~~Officer~~resignation for good reason. The Agreement may be terminated with or without cause and by Ms. Brown for good reason. As a full-time employee of the Company, Ms. Brown is eligible to participate in all of the Company’s benefit programs.

The foregoing ~~Company~~description ~~also~~of ~~announced~~ the ~~appointment~~Agreement ofand ~~Leah Brown as~~ the ~~new~~equity ~~Chief~~award ~~Financial~~agreement ~~Officer,~~does ~~effective~~not ~~November~~purport ~~15,~~to ~~2025.~~be ~~Ms.~~complete ~~Brown~~and ~~has~~is ~~served as~~qualified ~~Senior~~by ~~Vice~~reference ~~President~~to ~~of Accounting of~~ the Agreement ~~Company~~and ~~since January 2025. Her responsibilities have included~~ the ~~oversight~~equity ofaward ~~the~~agreement, ~~accounting operations~~copies of ~~New~~which ~~APR~~are ~~Energy,~~filed ~~LLC,~~ as ~~well~~Exhibits ~~as those of the Company~~10.1 ~~Ms.~~and ~~Brown joined the Company as Controller in July 2022~~10.2, ~~From~~respectively, ~~August 2020~~ to ~~July~~this ~~2022,~~Current ~~Ms.~~Report on ~~Brown~~Form ~~served~~8-K asand ~~Controller~~are ofincorporated ~~the~~herein ~~Jacksonville~~by ~~Transportation Authority~~reference.

~~Ms.~~Item ~~Brown, age 55, has more than 30 years of industry experience, including 18 years in the transportation sector working with several companies, among them a Fortune 500 organization~~9. ~~She~~01 Financial ~~has~~Statements ~~held a variety of management roles that have honed her expertise in strategic financial leadership~~ and is ~~recognized for her ability to align financial strategy with corporate objectives, driving sustainable growth and shareholder value~~Exhibits. Her extensive background spans accounting, finance, budgeting, program oversight, and organizational planning. She has a proven track record of leading process improvements, optimizing financial operations, and guiding cross-functional teams to deliver end-to-end solutions that enhance efficiency and profitability.

~~Ms. Brown received her Bachelors of Business Administration~~ (~~with a concentration in Finance~~d) ~~from Florida International University and her Masters in Business Administration (with a concentration in Finance) from the University of North Florida.~~Exhibits

There are no family relationships between Ms. Brown and any director or executive officer of the Company or its subsidiaries. Mr. Brown's annual salary is $250,000. She is not a party to an employment agreement or other compensation arrangement with the Company other than her eligibility to participate in such employee benefits as are provided by the Company to all employees. There are also no transactions to which the Company is or was a participant in which Ms. Brown has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Exhibit No.		Description of Exhibit
10.1		Employment Agreement, made and entered into as of November 16, 2025, between Duos Technologies Group, Inc. and Leah F. Brown
10.2		Equity Award Agreement, made and entered into as of November 16, 2025, between Duos Technologies Group, Inc. and Leah F. Brown
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~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.

Exhibit No.		Description of Exhibit
	DUOS TECHNOLOGIES GROUP, INC.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Dated: January 27, 2026	By:	/s/ Charles P. Ferry
		Charles P. Ferry Chief Executive Officer

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.

	DUOS TECHNOLOGIES GROUP, INC.
Dated: November 19, 2025	By:	/s/ Frank D. Recker
		Frank D. Recker President

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