Duos Technologies buys Georgia data center site

Duos Technologies Group, Inc. entered into a material definitive agreement to purchase a building and related land in Columbus, Georgia for use as a data center.

Rhea-AI Filing Summary

Duos Technologies Group, Inc. entered into a material definitive agreement to purchase a building and related land in Columbus, Georgia for use as a data center. The transaction consists of a $15 million cash payment and issuance of a Seller Contingent Earnout Note.

The three-year Note provides for milestone-based payments to the seller: for each additional 5 MW of power delivered above the level available at closing, Duos will pay $5 million, with three milestones allowing a maximum additional payout of $15 million. At the seller’s option, on or after December 14, 2026, any milestone payment may be made in restricted common shares at a fixed price of $10.50 per share.

Filing Explained

The company reports that it purchased the Columbus, Georgia building and land on July 14, 2026, so the disclosed transaction is completed rather than only an agreement to enter it.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Upfront purchase price: $15 million Earnout note term: three-year term Milestone payment per 5 MW: $5 million +3 more

6 metrics

Upfront purchase price $15 million Cash paid for building and related land in Columbus, Georgia

Earnout note term three-year term Duration of the Seller Contingent Earnout Note

Milestone payment per 5 MW $5 million Paid for each additional 5 MW of power delivered above closing levels

Maximum additional payout $15 million Total potential payments under three earnout milestones

Stock payment price $10.50 per share Fixed price for restricted common shares used to satisfy milestone payments

Power increment per milestone 5 MW Incremental power delivery required to trigger each $5 million milestone

Key Terms

Seller Contingent Earnout Note, restricted shares, emerging growth company, Inline XBRL

4 terms

Seller Contingent Earnout Note financial

"The purchase price ... and the issuance of a Seller Contingent Earnout Note"

restricted shares financial

"a milestone payment may be made in restricted shares of the Company’s common stock"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

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 asset did Duos Technologies Group, Inc. (DUOT) agree to acquire?

Duos Technologies Group, Inc. (DUOT) agreed to acquire a building and related land in Columbus, Georgia for use as a data center. The consideration includes $15 million in cash plus a contingent earnout note tied to future power-delivery milestones.

What is the total upfront cash payment in DUOT’s data center property deal?

The upfront cash payment is $15 million. In addition, Duos Technologies issued a Seller Continent Earnout Note that may result in up to another $15 million in milestone-based payments if specified power-capacity targets are achieved within the Note’s three-year term.

How does the Seller Contingent Earnout Note work for DUOT?

The Note has a three-year term and pays $5 million for each additional 5 MW of power delivered above closing levels. There are three milestones, allowing up to $15 million in total additional payments if all milestones are achieved within the term.

What is the maximum additional payout under DUOT’s earnout structure?

The maximum additional payout under the Seller Contingent Earnout Note is $15 million. This requires achievement of three power-delivery milestones, each providing $5 million for an extra 5 MW of power available to the property beyond the closing capacity.

Can DUOT’s milestone payments be made in stock, and at what price?

Yes. At the seller’s option, on or after December 14, 2026, any milestone payment may be made in restricted shares of Duos Technologies common stock, at a fixed price of $10.50 per share for the entire remaining term of the Note.

What happens if DUOT’s milestones are not met within the Note’s term?

If any milestone is not achieved by the end of the three-year term, no payment is made for that milestone. Only milestones actually reached—each based on an incremental 5 MW of power delivered—will trigger the corresponding $5 million cash or stock consideration.

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

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Accepted by SEC EDGAR 07/20/2026 - 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): July 14, 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 1.01 Entry Into a Material Definitive Agreement

On July 14, 2026, Duos Technologies Group, Inc. (the “Company”) purchased a building and related land (collectively, the “Property”) in Columbus, Georgia for use as a data center.  The purchase price of the Property was $15 million in cash and the issuance of a Seller Contingent Earnout Note (the “Note”).  The Note has a three-year term and provides that the Company will make payments to the seller solely upon the achievement  of certain specified milestones.  For each additional 5 MW of power delivered by or on behalf of the seller above the amount available to the Property at closing, the Company will pay the seller $5 million.  There are three milestones in the Note, so that it allows for a maximum payout of $15 million.  If any milestone is not achieved  by the end of the three-year term, no payment will be made with regard to that milestone.  At the seller’s option, at any time on or after December 14, 2026, a milestone payment may be made in restricted shares of the Company’s common stock, par value $0.001 per share, at a fixed price through the term of $10.50 per share.

The foregoing description of the Note is not complete and is qualified in its entirety by reference to the form of the Note, 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		Form of Seller Contingent Earnout Note
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: July 20, 2026	By:	/s/ Adrian G. Goldfarb
		Adrian G. Goldfarb Interim Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-10 FORM OF SELLER CONTINGENT EARNOUT NOTE 84.3 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB