Brown Leah F. 4

What Happened Leah F. Brown, Chief Financial Officer of Duos Technologies Group, Inc. (DUOT), acquired two types of equity: she purchased 228 shares through the company's Employee Stock Purchase Plan (ESPP) on 2025-12-31 for $6.17 each (total ~$1,407), and she received a grant of 150,000 shares on 2026-01-01 under the Issuer’s 2021 Equity Incentive Plan. The 150,000-share grant is a restricted award subject to a three‑year cliff vesting schedule (all vesting on December 31, 2028).

Key Details

• Transaction dates and amounts:
  • 2025-12-31: ESPP purchase of 228 shares at $6.17 each (total ~$1,407). Per the filing, ESPP purchases are priced at 85% of the closing price on the measurement date.
  • 2026-01-01: Award/grant of 150,000 shares (no purchase price reported; award subject to vesting).
• Vesting/plan notes:
  • The 150,000 shares granted under the 2021 Equity Incentive Plan are subject to a three‑year cliff; all vest on 12/31/2028 (Footnote F3).
  • ESPP purchase was reported as exempt under Rule 16b‑3(c) (Footnote F1).
  • Related option disclosure: options granted 4/1/2023 vest over three years; 6,667 options have vested and are exercisable (Footnote F4).
• Filing timing and ownership:
  • Form 4 filed 2026-01-27. Because Form 4s are normally due within two business days of the transaction, this filing appears late relative to the typical deadline.
  • The filing excerpt provided does not state total shares owned by Brown after these transactions.

Context

• The ESPP purchase is a routine employee plan buy at a discounted formula price (85% of closing) and is generally viewed as an employee purchase rather than a market-timing signal.
• The 150,000-share grant is a restricted award with cliff vesting; such grants are compensation, not immediate liquidity events. They do not indicate immediate selling but represent future potential ownership if vesting requirements are met.
• The filing also notes outstanding options with some already vested and exercisable; exercisable options can be converted into shares if the insider chooses to exercise them.