Duos Technologies Group, Inc. 8-K Filings

Duos Technologies Group, Inc. (DUOT) approved new employment agreements for Chief Executive Officer F. Douglas Recker and Chief Operating Officer Dipan Patel, setting multi‑year terms, cash compensation and equity incentives tied mainly to revenue and EBITDA performance.

Mr. Recker’s three-year agreement, effective April 1, 2026, includes a $650,000 base salary, an annual bonus targeted at 125% of base salary (up to 200% of that target), continued vesting of 400,000 restricted shares, and potential grants of up to 880,000 additional restricted shares for 2027–2028, split between time-based and performance-based awards with acceleration on target achievement or a Change of Control. Mr. Patel’s three-year agreement, effective June 15, 2026, provides a $375,000 base salary, an annual bonus targeted at 80% of base salary, and 200,000 restricted shares with cliff vesting in 2029, also subject to acceleration upon a Change of Control. Both executives receive defined severance, bonus, COBRA reimbursement and equity vesting protections upon specified terminations, including enhanced benefits in connection with a Change of Control.

Duos Technologies Group, Inc. (DUOT) appointed Christopher J. DeAlmeida as Chief Financial Officer, effective August 24, 2026, completing a previously disclosed executive transition plan. Interim CFO Adrian Goldfarb returns to his role as Strategic Advisor to the Chief Executive Officer.

DeAlmeida has more than 20 years of public company financial leadership, including prior CFO roles at Wrap Technologies, Encore Drilling Partners and Orion Group Holdings. His compensation includes a $350,000 annual base salary, a potential bonus of up to 80% of base salary based on performance metrics, $12,000 net relocation assistance plus short-term corporate housing, and a grant of 200,000 restricted shares under the 2021 Equity Incentive Plan, subject to a three-year cliff vesting period, vesting on September 1, 2029.

Duos Technologies Group, Inc. (DUOT) reported a transformative Q2 2026 as it completed its shift into an AI-focused edge data center and infrastructure company. Revenue from continuing operations rose 30% to $6.18 million, gross margin expanded to 55.8%, and Duos generated its first positive operating quarter with income from operations of about $0.05 million. A $53.2 million gain on the sale of its 5% New APR Energy stake drove net income from continuing operations to $48.7 million and total net income to $47.8 million.

Duos divested its legacy rail business, is now effectively debt-free, and ended June 30, 2026 with $112.3 million in cash and stockholders’ equity of $207.4 million. Bookings total about $43.5 million expected to be recognized in 2026, plus $1.1 million of deferred Technology Solutions revenue. Management reaffirmed 2026 revenue above $50 million and guides to positive adjusted EBITDA for the year, after Q2 adjusted EBITDA of $0.5 million.

Growth is anchored by data center and AI infrastructure contracts, including a five-year, $111+ million, 10 MW colocation deal with Axe Compute in Columbus, Georgia and new service orders for an additional 55 MW across multiple U.S. sites with expected base payments above $500 million. Duos targets 25 MW of capacity deployed in 2026 and cites over 75 MW under contract, supported by a program to install 2,304 NVIDIA B300 GPUs and a 2027 revenue framework of at least $160 million, largely from recurring infrastructure services.

Duos Technologies Group, Inc. (DUOT) appointed Dipan Patel as its Chief Operating Officer, effective August 14, 2026. Patel joined the company in June 2026 and brings experience leading digital infrastructure businesses across North America, Asia-Pacific and Europe, including managing a $25 billion digital infrastructure portfolio at Telstra InfraCo.

His compensation includes an annual base salary of $375,000 and eligibility for a performance-based bonus of up to 80% of base salary. He also received 200,000 restricted shares of common stock under the 2021 Equity Incentive Plan, subject to a three-year cliff vesting schedule, vesting on July 1, 2029. The company states there are no family relationships or related-party transactions requiring disclosure.

Duos Technologies Group, Inc. announced that two of its project entities have executed five‑year hosting service orders with Axe Compute Inc. covering an aggregate 55 MW of AI data center capacity across multiple U.S. sites. The agreements are valued at over $500 million in aggregate contractual base payments over their initial five‑year terms, including annual escalators and excluding electricity and other usage‑based charges. Billing under each agreement is contingent on successful completion, ready‑for‑service testing, and Axe Compute’s written acceptance of each deployment.

Initial project readiness is targeted to begin in late 2026 and continue into early 2027, subject to construction, commissioning and performance testing. The contracts include renewal options and rights supporting potential future expansion. Duos and Axe Compute have also signed nonbinding term sheets that contemplate potential minority investments by Axe Compute in the project special‑purpose entities, with Duos expected to retain majority ownership if such investments are completed under future definitive agreements.

Duos Technologies Group, Inc. completed the sale of its wholly owned rail technology subsidiary, Duos Technologies, Inc. to Sandbank Acosta, LLC under a Stock Transfer Agreement effective June 30, 2026. Before closing, Duos contributed all intercompany balances to DTI as equity and funded $3,500,000 of cash into DTI.

At closing, DTI issued Duos a promissory note for $5,435,403, equal to DTI’s net asset value after the cash contribution, bearing 5% simple interest and maturing on August 5, 2031, with no prepayment penalty and a setoff right tied to certain rail-portal completion costs. Duos will provide transition services and employee leasing support to DTI through December 31, 2026 on a reimbursable basis plus a 5% handling fee.

Sandbank Acosta, LLC is owned 50% by Interim CFO Adrian Goldfarb and 50% by investor Javier G. Acosta, making the divestiture a related party transaction reviewed and approved by Duos’ board. The transaction completes Duos’ exit from the rail technology industry and finalizes its strategic shift toward edge data center and AI infrastructure businesses, with DTI’s historical results to be presented as discontinued operations starting with the Form 10-Q for the quarter ended June 30, 2026.

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.

Duos Technologies Group, Inc. has completed an underwritten registered direct offering raising approximately $55 million in gross proceeds. The company sold 2,000,000 shares of common stock and 3,800,000 pre-funded warrants at $9.50 per share or warrant to a single large institutional investor.

Each pre-funded warrant is immediately exercisable at an exercise price of $0.001 per share, subject to a 4.99% ownership cap that can be increased to 9.99% with advance notice. Duos plans to use the net proceeds to expand, accelerate, and further commercialize its Edge Data Center business and for working capital and general corporate purposes.

Duos Technologies Group, Inc. disclosed that USD.AI has provided $98.1 million of asset-based financing to Duos Edge AI – GPUaaS, LLC, a bankruptcy-remote subsidiary formed to deploy NVIDIA B300 GPUs. The three-year debt facility will be secured by the GPUs and related equipment, with the parent company pledging its equity in the subsidiary but not being liable on the debt except for specified “bad boy” events. The transaction is expected to close after delivery and installation of the GPUs, which is anticipated within about 30 days.

Duos Technologies Group, Inc. reported a leadership change in its finance team. Effective June 8, 2026, Leah Brown stepped down from the role of Chief Financial Officer and returned to her prior position as Senior Vice President of Accounting.

On the same date, long-time company executive Adrian Goldfarb was appointed Interim Chief Financial Officer. Goldfarb has previously served as Duos’ CFO for multiple periods, helped manage its Nasdaq listing in 2020, and currently leads its rail industry subsidiary. He will head a search committee, with the company expecting to appoint a permanent CFO within 60 to 90 days.

Duos Technologies Group, Inc. reported the results of its 2026 annual meeting of stockholders. As of the April 2, 2026 record date, the company had 29,295,609 shares of common stock, 999 shares of Series D Convertible Preferred Stock, and 12,500 shares of Series E Convertible Preferred Stock outstanding, and a quorum was present.

Stockholders elected five directors for one-year terms, including Charles P. Ferry with 17,287,342 votes for and Brian J. James with 17,359,835 votes for. They also elected Chief Executive Officer Frank D. Recker as a director, with 13,959,958 votes for. Stockholders ratified the appointment of Salberg & Company, P.A. as independent certified public accounting firm for the fiscal year ending December 31, 2026, with 23,023,580 votes for, 59,973 against, and 320,502 abstentions.

Duos Technologies Group, Inc. reported that substantially all assets of New APR Energy, LLC, in which it indirectly held a 5% non-voting ownership interest through Sawgrass APR Holdings, LLC, were sold to a third party as of May 26, 2026. In connection with this sale, Duos received net proceeds of approximately $50.4 million. An additional approximately $9.9 million was placed in escrow for the company’s pro rata share of any indemnity or similar obligations under the asset purchase agreement, with any remaining funds to be released to Duos after 12 months.

Duos Technologies Group, Inc. elected its Chief Executive Officer, Douglas Recker, to the Board of Directors effective May 14, 2026. He became CEO on April 1, 2026 and has served as President since September 2025.

Recker has over 30 years of telecommunications and data center experience, including leading Duos Edge AI, Inc. since July 2024 and founding prior edge computing and data center businesses. The company states he has no disclosable family relationships or related-party transactions with Duos or its subsidiaries.

Duos Technologies Group reported Q1 2026 revenue of $2.72 million, down 45% from $4.95 million a year earlier, as legacy rail and Duos Energy asset management work ramped down. Despite lower revenue, gross margin rose to $1.61 million on reduced costs, while net loss widened to $3.49 million.

The company ended the quarter with $33.03 million in cash, boosted by a March equity raise of about $65 million, and later received a $15 million customer prepayment with another $3 million pending. Bookings totaled roughly $43.5 million for 2026 and management reaffirmed its goal for full-year revenue to exceed $50 million, with most expected in the second half.

Growth is centered on AI-focused edge data centers, a new Technology Solutions unit, and a GPU-as-a-Service contract with Hydra Host that contemplates deployment of 2,304 NVIDIA GPUs and is described as representing about $176 million in total revenue over 36 months, with roughly $50 million in anticipated revenue and high projected margins for Duos.

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.

Duos Technologies Group reported a transformational 2025, with total revenue rising to $27.0 million, up about 271% from 2024, driven mainly by services and consulting tied to its asset management agreement with New APR Energy. Gross profit improved to $7.9 million, and net loss narrowed to $9.8 million, with positive adjusted EBITDA achieved in the last two quarters.

The company is pivoting away from its legacy railcar inspection portal business, which it plans to divest, and toward a data center-focused model built around edge data centers, high‑density AI infrastructure and a new Technology Solutions distribution unit. Management highlighted a new GPU‑as‑a‑Service contract covering 2,304 NVIDIA GPUs, expected to generate about $176 million over 36 months with margins above 80%, plus a separate 4.8‑megawatt high‑power colocation deal for a leading hyperscaler. At year‑end, Duos held $15.5 million in cash and guided 2026 revenue to $50–55 million, with a large portion expected in the second half as new edge deployments and technology solutions ramp.

Duos Technologies Group, through its subsidiary Duos Edge AI, has executed a definitive GPU-as-a-Service contract with Hydra Host to deploy a high-density NVIDIA GPU cluster for a leading global technology company. The contract is expected to generate approximately $176 million in revenue over a 36-month term, including an initial $18 million customer pre-payment. Duos projects gross margins exceeding 80% and expected annual EBITDA of about $40 million. The project includes an initial 4.3+ MW Edge Data Center deployment and is fully funded by a recent $65 million public offering and hardware financing, allowing immediate deployment without additional equity financing.

Duos Technologies Group, Inc. released preliminary, unaudited results for the year ended December 31, 2025. The company expects total revenues of $28,156,000 and a net loss of $9,508,000, or basic and diluted net loss per share of $0.62, based on 15,284,000 weighted average shares outstanding.

The preliminary balance sheet shows cash of $15,472,000, total assets of $70,725,000, working capital of $11,016,000, total stockholders’ equity of $48,763,000 and no reported debt as of December 31, 2025. These figures are subject to audit and may change before final results are issued.

Duos Technologies Group, Inc. completed an underwritten public offering of 8,666,666 shares of common stock at $7.50 per share, generating gross proceeds of approximately $65 million.

The company granted the underwriter a 30-day option to buy up to 1,299,999 additional shares at the same price and issued a warrant to purchase 433,334 shares at an exercise price of $9.00 per share, exercisable for five years. Titan Partners Group, a division of American Capital Partners, acted as sole bookrunner. Duos plans to use net proceeds to expand, accelerate, and further commercialize its Edge Data Center business, and for working capital and general corporate purposes.

Duos Technologies Group, Inc. announced a leadership transition and a large, but non-binding, AI infrastructure opportunity. Effective April 1, 2026, the board appointed Douglas Recker as Chief Executive Officer and President, succeeding Charles Ferry, who will remain on the board.

The company’s Duos Edge AI subsidiary signed a non-binding letter of intent with Hydra Host for a high-density NVIDIA GPU cluster under a GPU-as-a-Service partnership. The project is expected to generate about $176 million in revenue over 36 months, with modeled gross margins above 80%, projected EBITDA exceeding $40 million annually, and incremental colocation revenue of roughly $25 million over the term. The LOI is subject to financing, definitive documentation and other customary conditions, and specifications may change.

Duos also entered a non-binding ground-lease LOI in Iowa for access to up to 10MW of power as part of a strategy to scale distributed Edge Data Center capacity.

Duos Technologies Group, Inc. entered into a new three-year employment agreement with its Chief Financial Officer, Leah F. Brown, effective November 16, 2025. The contract renews automatically in one-year terms unless either party gives 60 days’ notice before a term ends.

Ms. Brown will receive an annual base salary of $250,000, subject to annual review, and is eligible for an annual performance bonus of up to 80% of base salary based on revenue, profitability, and other goals approved as part of the Company’s Annual Strategic Plan. She was also granted 150,000 restricted shares under the 2021 Equity Incentive Plan, which cliff vest on December 31, 2028, subject to continued employment, with accelerated vesting upon a change of control, death or disability, termination without cause, or resignation for good reason.

Duos Technologies Group, Inc. reported a leadership change in its finance organization. Adrian Goldfarb retired from his role as Chief Financial Officer effective November 15, 2025, and will continue with the company as a strategic advisor reporting to Chief Executive Officer Charles Ferry. This helps maintain continuity as responsibilities transition.

The company appointed Leah Brown as its new Chief Financial Officer, also effective November 15, 2025. Brown previously served as Senior Vice President of Accounting since January 2025 and joined Duos in 2022 after holding controller and leadership roles in the transportation sector. Her annual salary as CFO is $250,000, and she participates in the same benefit plans available to all employees. The company states that she has no family relationships with existing directors or executive officers and no related-party transactions requiring disclosure.

Duos Technologies Group, Inc. furnished investor materials under Regulation FD. The company presented at the LD Micro Main Event XIX on October 21, 2025 at 5:30 p.m. Eastern and made the presentation deck available as Exhibit 99.1, along with a press release dated October 14, 2025 as Exhibit 99.2. The information under Item 7.01 is furnished, not filed, and the presentation is also available on the company’s website.

Duos Technologies Group appointed Douglas Recker as President effective September 15, 2025. He has over 30 years of experience in telecommunications and data centers and has led the company’s Duos Edge AI subsidiary since July 2024. In connection with this role, he is resigning from his commercial officer position at New APR Energy to focus on Duos.

The company entered into a new three-year employment agreement with Mr. Recker, providing a $325,000 annual base salary and eligibility for an annual performance bonus of up to 80% of salary based on revenue, profitability and other goals. He previously received 225,000 restricted shares that cliff vest on December 31, 2027, and has now been granted an additional 175,000 restricted shares that cliff vest on September 30, 2028, with accelerated vesting on certain termination or change-of-control events.

Also effective September 15, 2025, Christopher King resigned as Chief Operating Officer of Duos to focus on his COO role at New APR. Of his 225,000 restricted shares, 112,500 will be forfeited, while the remaining 112,500 continue to vest on December 31, 2027, conditioned on his continued employment with New APR.

Duos Technologies Group, Inc. reported that its Board of Directors elected Brian J. James as a new director, effective September 5, 2025. The Board determined that he qualifies as an independent director under Nasdaq listing standards, although he has not yet been assigned to any Board committees.

Mr. James is an entrepreneurial leader with more than 20 years of experience in the fiber and data center industries, holding senior roles at several fiber infrastructure and distribution businesses, including NAT Tech LLC, Fiber Data Warehouse LLC, Fiber Connect LLC and previously BCDC Connect LLC. He will receive the standard compensation package for non-employee directors as described in the company’s April 14, 2025 proxy statement.

The company states there are no special arrangements, family relationships or related-party transactions involving Mr. James that require disclosure. A press release announcing his election is included as an exhibit to the report.

Duos Technologies Group, Inc. reported that it released its financial and operating results for the quarter and six months ended June 30, 2025. The company shared these results in a press release and discussed them on a public earnings conference call.

The press release is furnished as Exhibit 99.1 and the full transcript of the earnings call with CEO Chuck Ferry and CFO Adrian G. Goldfarb is furnished as Exhibit 99.2. These materials are provided as “furnished” information under the securities laws and are also available on the company’s website.