Duos Technologies (NASDAQ: DUOT) insider reports ESPP stock purchase

Rhea-AI Filing Summary

Duos Technologies Group, Inc. insider Adrian G. Goldfarb, noted as the company’s former CFO, reported acquiring 715 shares of common stock on December 31, 2025 at a price of $6.171 per share. These shares were purchased through the company’s Employee Stock Purchase Plan (ESPP) and the transaction is described as exempt under Rule 16b-3(c).

After this ESPP purchase, Goldfarb beneficially owned 3,981 shares of common stock directly. The filing also reports 441,275 shares of common stock that were granted under the company’s 2021 Equity Incentive Plan, which are subject to a three-year cliff vesting schedule, with all of these shares scheduled to vest on January 1, 2028. The remarks section notes that Goldfarb retired as CFO effective November 15, 2025, and the form is filed by one reporting person.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Goldfarb Adrian Graham

(Last) (First) (Middle)

7660 CENTURION PARKWAY

SUITE 100

(Street)

JACKSONVILLE FL 32256

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DUOS TECHNOLOGIES GROUP, INC. [ DUOT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former CFO (see remarks)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value(1)	12/31/2025		A	V	715	A	$6.171(2)	3,981	D
Common Stock, $0.001 par value(3)								441,275	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person is voluntarily reporting the acquisition of shares of the Issuer's Common Stock pursuant to the Duos Technologies Group, Inc. Employee Stock Purchase Plan (the "ESPP"). The transaction is also exempt under Rule 16b-3(c).

2. In accordance with the ESPP, these shares were purchased based on 85% of the closing price of the Common Stock on the relevant measurement date.

3. The shares were granted pursuant to the Issuer's 2021 Equity Incentive Plan, as amended, and are subject to a three-year cliff vesting period. All of the shares vest on January 1, 2028.

Remarks:

Mr. Goldfarb retired as CFO of the Issuer effective November 15, 2025.

	/s/ Adrian G. Goldfarb	01/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Adrian G. Goldfarb report for DUOT?

Adrian G. Goldfarb reported acquiring 715 shares of Duos Technologies Group, Inc. common stock on December 31, 2025 at a price of $6.171 per share through the company’s Employee Stock Purchase Plan.

How many Duos Technologies (DUOT) shares does Adrian G. Goldfarb beneficially own after the reported transaction?

Following the reported ESPP purchase, Adrian G. Goldfarb beneficially owned 3,981 shares of Duos Technologies common stock directly, and the filing also reports 441,275 shares granted under the 2021 Equity Incentive Plan.

What is the vesting schedule for Adrian G. Goldfarb’s equity award in DUOT?

The filing states that 441,275 shares were granted under Duos Technologies’ 2021 Equity Incentive Plan and are subject to a three-year cliff vesting period, with all of the shares vesting on January 1, 2028.

Under what plan were the recently acquired DUOT shares purchased by Adrian G. Goldfarb?

The newly acquired 715 shares were purchased pursuant to the Duos Technologies Group, Inc. Employee Stock Purchase Plan (ESPP), with the purchase price based on 85% of the closing price on the relevant measurement date.

What is Adrian G. Goldfarb’s relationship to Duos Technologies (DUOT) at the time of this Form 4?

The filing identifies Adrian G. Goldfarb as having the relationship “Other – Former CFO (see remarks)”, and the remarks clarify that he retired as CFO effective November 15, 2025.

Was the DUOT insider transaction reported by Adrian G. Goldfarb exempt under Rule 16b-3?

Yes. The explanation of responses notes that the acquisition of shares through the ESPP is being voluntarily reported and that the transaction is exempt under Rule 16b-3(c).