Duos Technologies names new CEO, cuts Ferry grant

Duos Technologies Group, Inc. appointed Douglas Recker as Chief Executive Officer and President effective April 1, 2026, replacing Charles Ferry in that role.

Rhea-AI Filing Summary

Duos Technologies Group, Inc. appointed Douglas Recker as Chief Executive Officer and President effective April 1, 2026, replacing Charles Ferry in that role. Mr. Ferry remains on the board as a Director and continues as Chief Executive Officer of New APR Energy, LLC, in which Duos holds a 5% equity interest. In connection with this leadership change, the company amended Mr. Ferry’s prior equity award, reducing the grant from 552,889 to 261,445 shares of common stock under the 2021 Equity Incentive Plan. These shares continue to cliff vest on December 31, 2027, but will now vest only if he is still serving as a Director on that date.

Insights

Corporate governance analyst

CEO transition with reworked equity grant, governance impact appears contained.

Duos Technologies has named Douglas Recker as its new Chief Executive Officer and President, while former CEO Charles Ferry remains on the board. This structure maintains leadership continuity at the board level while introducing new executive management.

The company also amended Ferry’s equity award, cutting it from 552,889 to 261,445 shares and tying vesting to continued board service through December 31, 2027. This better aligns his long-term incentives with shareholder oversight rather than day-to-day management.

The filing references a three-year cliff vesting schedule starting January 1, 2025, meaning no interim vesting occurs before the end date. Future disclosures may elaborate on Recker’s compensation and strategic priorities under this new leadership configuration.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Effective date of new CEO: April 1, 2026 Original Ferry equity award: 552,889 shares Amended Ferry equity award: 261,445 shares +3 more

6 metrics

Effective date of new CEO April 1, 2026 Douglas Recker appointed Chief Executive Officer and President

Original Ferry equity award 552,889 shares Granted under 2021 Equity Incentive Plan with three-year cliff vesting

Amended Ferry equity award 261,445 shares Reduced grant under Amended and Restated Equity Award Agreement

Cliff vesting end date December 31, 2027 All award shares vest on this date if service conditions met

Equity stake in New APR Energy, LLC 5% Duos Technologies’ ownership interest while Ferry serves as CEO there

Plan year reference 2021 Year of the Equity Incentive Plan used for Ferry’s grant

Key Terms

three-year cliff vesting period, 2021 Equity Incentive Plan, Amended and Restated Equity Award Agreement, emerging growth company, +1 more

5 terms

three-year cliff vesting period financial

"subject to a three-year cliff vesting period. All of such shares were to vest on December 31, 2027."

2021 Equity Incentive Plan financial

"granted 552,889 shares of the Company’s Common Stock under the 2021 Equity Incentive Plan, as amended"

Amended and Restated Equity Award Agreement financial

"as provided in the Amended and Restated Equity Award Agreement (the “Amended and Restated Agreement”)"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did Duos Technologies (DUOT) announce in this 8-K?

Duos Technologies appointed Douglas Recker as Chief Executive Officer and President effective April 1, 2026. Former CEO Charles Ferry resigned from the CEO role but remains a Director on the board, helping preserve continuity in company oversight and governance.

What is Charles Ferry’s new role with Duos Technologies (DUOT)?

Charles Ferry resigned as Chief Executive Officer but continues to serve as a Director of Duos Technologies. He also remains Chief Executive Officer of New APR Energy, LLC, a company in which Duos holds a 5% equity interest, maintaining an ongoing strategic connection.

How was Charles Ferry’s equity award changed by Duos Technologies (DUOT)?

Duos Technologies amended Ferry’s prior equity award by reducing it from 552,889 to 261,445 shares of common stock. The grant still cliff vests on December 31, 2027, but now requires that he continue serving as a Director through that vesting date.

What are the vesting terms of Charles Ferry’s amended equity award at Duos (DUOT)?

The amended equity award for Charles Ferry consists of 261,445 shares subject to three-year cliff vesting. All shares are scheduled to vest on December 31, 2027, provided he remains a Director of Duos Technologies continuously through that date under the amended agreement.

Which equity plan governs Charles Ferry’s share grant at Duos Technologies (DUOT)?

Charles Ferry’s share grant is issued under Duos Technologies’ 2021 Equity Incentive Plan, as amended. Both the original and amended awards reference this plan, indicating the company uses it to structure long-term equity compensation for senior leadership and align interests with shareholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/07/2026 - 04:30 PM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

——————

FORM 8-K

——————

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 1, 2026

——————

Duos Technologies Group, Inc.

(Exact name of registrant as specified in its charter)

——————

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 of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, effective April 1, 2026 Douglas Recker was appointed Chief Executive Officer and President of Duos Technologies Group, Inc. (the “Company”). In connection with Mr. Recker’s appointment, Charles Ferry resigned as Chief Executive Officer. Mr. Ferry remains as a Director of the Company and will continue as Chief Executive Officer of New APR Energy, LLC, in which the Company has a 5% equity interest.

Mr. Ferry and the Company had entered into an Equity Award Agreement, effective January 1, 2025 (the “Original Agreement”), pursuant to which Mr. Ferry was granted 552,889 shares of the Company’s Common Stock under the 2021 Equity Incentive Plan, as amended, subject to a three-year cliff vesting period. All of such shares were to vest on December 31, 2027. Under the Original Agreement, these shares would be forfeited if Mr. Ferry was not employed by the Company through the vesting date, or if other specified events occurred. In connection with his resignation, Mr. Ferry and the Company amended the Original Agreement as provided in the Amended and Restated Equity Award Agreement (the “Amended and Restated Agreement”), which reduced the number of shares subject to the award to 261,445. The vesting date remains the same, but the shares will now be subject to forfeiture if he no longer is serving as a Director of the Company through the vesting date. All other terms of the grant remain the same.

The foregoing description of the Amended and Restated Agreement does not purport to be complete and is qualified by reference to the Amended and Restated Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
10.1		Amended and Restated Equity Award Agreement between Duos Technologies, Group, Inc. and Charles P. Ferry.
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: April 7, 2026	By:	/s/ Leah F. Brown
		Leah F. Brown Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 AMENDED AND RESTATED EQUITY AWARD AGREEMENT 40.8 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB