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~~February 16, ~~2025~~2026

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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~~Cautionary ~~5.02~~Note ~~Departure of~~Regarding ~~Directors~~Forward-Looking ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.~~Statements

OnThis ~~November~~Current ~~16,~~Report ~~2025, Duos~~on ~~Technologies~~Form ~~Group,~~8-K ~~Inc.~~includes information ~~(the~~that ~~“Company”)~~may ~~entered~~constitute ~~into~~forward-looking anstatements. ~~Employment~~These ~~Agreement~~forward-looking ~~(the~~statements ~~“Agreement”)~~are ~~with Leah~~based F.on ~~Brown,~~ the ~~Company’s~~current ~~Chief~~beliefs, assumptions ~~Financial~~and ~~Officer.~~expectations ~~The~~of ~~Agreement~~Duos isTechnologies ~~for~~Group, aInc. ~~three-year term~~ (the “~~Initial Term~~Company”) ~~and~~ ~~shall~~regarding befuture ~~automatically~~events, ~~extended~~which ~~for~~in ~~additional~~turn ~~terms~~are based ofon ~~successive~~information ~~one-year~~currently ~~periods~~available ~~(the~~to ~~“Additional Term”) unless~~ the Company. orBy ~~Ms.~~their ~~Brown~~nature, ~~gives~~forward-looking atstatements ~~least~~address 60matters ~~days~~that ~~written~~are subject ~~notice~~to ofrisks ~~non-renewal~~and ~~prior~~uncertainties. toForward-looking ~~the~~statements ~~expiration~~include, ofwithout ~~the~~limitation, ~~Initial~~statements ~~Term~~relating orto ~~the~~projected ~~applicable~~industry ~~Additional~~growth ~~Term.~~rates, ~~Ms.~~the ~~Brown~~Company’s ~~receives~~current agrowth ~~base~~rates ~~salary~~and at the ~~annual~~Company’s ~~rate~~present ofand ~~$250,000,~~future ~~subject~~cash toflow ~~annual review~~position. ~~Ms. Brown is~~A ~~also~~variety ~~eligible for an annual performance bonus~~ of upfactors tocould ~~80%~~cause ofactual ~~her~~events ~~base salary in accordance with criteria, including but not limited to revenue targets, profitability,~~ and ~~other performance indicators~~results, as ~~recommended~~well byas the ~~Chief~~Company’s ~~Executive~~expectations, ~~Officer~~to ~~and~~differ ~~accepted~~materially byfrom ~~the~~those ~~Board~~expressed ofin ~~Directors~~or ascontemplated ~~part~~by of the ~~Company’s~~forward-looking ~~Annual~~statements. ~~Strategic~~Risk ~~Plan.~~factors ~~Under~~affecting the ~~Agreement,~~Company ~~Ms.~~are ~~Brown~~discussed ~~received~~in adetail ~~grant of~~in ~~150,000 restricted shares of~~ the Company’s ~~common~~filings ~~stock~~with ~~under~~ the ~~Company’s~~Securities ~~2021~~and ~~Equity~~Exchange ~~Incentive~~Commission ~~Plan~~ (the “~~2021 Plan~~Commission”). The ~~award~~Company isundertakes ~~subject~~no obligation to apublicly ~~three-year~~update ~~cliff~~or ~~vesting~~revise ~~schedule,~~any ~~with~~forward-looking ~~full vesting on December 31~~statement, ~~2028,~~whether ~~subject~~as ~~to continued employment 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~~result of ~~control,~~new ~~death or disability~~information, ~~termination~~future ~~without cause,~~events or ~~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~~otherwise, ~~Ms.~~except ~~Brown is eligible~~ to ~~participate~~the inextent ~~all~~required ofby ~~the~~applicable ~~Company’s~~securities ~~benefit programs~~laws.

~~The~~Item ~~foregoing description~~5.02 Departure of ~~the~~Directors ~~Agreement~~or ~~and~~Certain ~~the~~Officers; ~~equity~~Election ~~award~~of ~~agreement~~Directors; ~~does~~Appointment ~~not~~of ~~purport~~Certain toOfficers; beCompensatory ~~complete~~Arrangements ~~and is qualified by reference to the Agreement and the equity award agreement, copies~~ of ~~which~~Certain ~~are filed as Exhibits 10~~Officers.~~1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.~~

~~Item~~Effective April 1, 2026, the Board of 9Directors has appointed Douglas Recker as Chief Executive Officer and President of the Company.~~01 Financial~~ ~~Statements~~Mr. Recker has served as President since September 2025 and ~~Exhibits~~has been the President and Founder of our subsidiary, Duos Edge AI, Inc. (“Duos Edge”), since July 2024. A description of Mr. Recker’s previous business experience is set forth in the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2025. In connection with Mr. Recker’s appointment, Charles Ferry, our current Chief Executive Officer, will resign as Chief Executive Officer effective April 1, 2026, but will remain as a Director of the Company. Mr. Ferry has led the Company since September 2020 and will continue as Chief Executive Officer of New APR Energy, LLC, in which the Company has a 5% equity interest.

~~(d)~~Item ~~Exhibits~~8.01 Other Events.

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)

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a PowerPoint Presentation that the Company presented to investors, analysts and others. The information included in Exhibit 99.1, is “furnished” and shall not be deemed “filed” with the Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.

~~SIGNATURES~~On February 16, 2026, Duos Edge entered into a non-binding letter of intent (the “Letter of Intent”) with Hydra Host, Inc. (“Hydra”) in connection with a proposed GPU-as-a-Service contract in which Duos Edge would be the data center and asset owner for a 2304 GPU B800 cluster rental contract, and Hydra would be the operator. The cluster could potentially have the ability to scale to 4608 GPUs. This project would represent a further significant expansion of the Company’s Edge Data Center business, which has already included the establishment of the Company’s Infrastructure Solutions group focusing on providing manufacturer-agnostic sourcing and infrastructure solutions for data center and IT environments. The project supports an underlying GPU-as-a-Service partnership that is expected to generate approximately $176 million in revenue over a 36-month term. The deployment is modeled to support gross margins of more than 80% and projected EBITDA exceeding $40 million. Also, incremental colocation revenue is expected to total approximately $25 million over the 36-month term. The Letter of Intent is subject to a number of conditions, including financing, and there can be no assurance that any or all of such conditions will be satisfied or that the project will be consummated. In addition, the specifications of the project are subject to change.

~~Pursuant~~On February to27, 2026, the ~~requirements~~Company ofissued ~~the~~a ~~Securities~~press ~~Exchange Act~~release ofannouncing ~~1934,~~ the ~~Registrant~~Letter ~~has~~of ~~duly~~Intent. ~~caused~~A ~~this~~copy ~~report~~of tothe bepress ~~signed~~release onis ~~its~~attached ~~behalf~~as Exhibit by99.2 ~~the~~and ~~undersigned,~~incorporated ~~hereunto~~herein ~~duly~~by ~~authorized~~reference.

	DUOS TECHNOLOGIES GROUP, INC.
Dated: January 27, 2026	By:	/s/ Charles P. Ferry
		Charles P. Ferry Chief Executive Officer

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		PowerPoint Presentation
99.2		Press Release, dated February 27, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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: February 27, 2026	By:	/s/ Leah F. Brown
		Leah F. Brown Chief Financial Officer
		Leah F. Brown Chief Financial Officer

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