Duos Technologies (NASDAQ: DUOT) CFO reports 150,000-share award and ESPP purchase

Q: What insider transactions did DUOT CFO Leah F. Brown report on this Form 4?

Leah F. Brown, the Chief Financial Officer of Duos Technologies Group, Inc. (DUOT) , reported acquiring 150,000 shares of common stock as an equity award on January 1, 2026 and 228 shares through the Employee Stock Purchase Plan on December 31, 2025 . She also reported holding options for 10,000 shares of common stock.

Q: How many DUOT shares did the CFO receive under the 2021 Equity Incentive Plan?

Under the company’s 2021 Equity Incentive Plan , Leah F. Brown received 150,000 shares of common stock on January 1, 2026 . These shares are subject to a three-year cliff vesting schedule, with all shares vesting on December 31, 2028 .

Q: What are the terms of the DUOT Employee Stock Purchase Plan shares reported?

On December 31, 2025 , the CFO acquired 228 shares of Duos Technologies Group common stock through the Employee Stock Purchase Plan . According to the plan, these shares were purchased at $6.171 per share, equal to 85% of the closing price on the relevant measurement date.

Q: What stock options does the DUOT CFO hold according to this Form 4?

The filing shows that Leah F. Brown holds options to purchase 10,000 shares of Duos Technologies Group common stock at an exercise price of $4.22 per share, expiring on November 30, 2028 . As of the report date, 6,667 of these options have vested and are exercisable.

Q: Are the DUOT equity awards to the CFO immediately vested?

No. The 150,000-share grant to the CFO under the 2021 Equity Incentive Plan is subject to a three-year cliff vesting period, with all shares vesting on December 31, 2028 . The options vest over three years, with one third vesting each year.

Q: Was the DUOT CFO stock purchase through the ESPP exempt under Rule 16b-3?

Yes. The filing notes that the acquisition of 228 ESPP shares is being voluntarily reported and that the transaction is exempt under Rule 16b-3(c) , which governs certain insider transactions under approved compensation plans.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Duos Technologies Group's Chief Financial Officer, Leah F. Brown, reported new equity awards and purchases of company stock. She acquired 150,000 shares of common stock on January 1, 2026 as an award under the company’s 2021 Equity Incentive Plan. These shares are subject to a three-year cliff vesting schedule, with all shares vesting on December 31, 2028.

On December 31, 2025, she also acquired 228 shares of common stock through the company’s Employee Stock Purchase Plan, bought at $6.171 per share, which reflects 85% of the closing price on the measurement date. In addition, she holds options for 10,000 shares at an exercise price of $4.22 per share, expiring on November 30, 2028, of which 6,667 options are currently vested and exercisable.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Brown Leah F.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.001 par value	150,000	$0.00	--
Grant/Award	Common Stock, $0.001 par value	228	$6.171	$1K
holding	Options to Purchase Shares of Common Stock	--	--	--

Holdings After Transaction: Common Stock, $0.001 par value — 150,000 shares (Direct); Options to Purchase Shares of Common Stock — 10,000 shares (Direct)

Footnotes (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). 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. 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 December 31, 2028. These options were granted on April 1, 2023. The options vest over three years, with one third vesting each year. As of the date hereof, options to purchase 6,667 shares have vested and are exercisable.

Form 4 Insider Transactions: What Each Field Means →

01/27/2026 - 08:05 AM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Brown Leah F.

(Last)

(First)

(Middle)

7660 CENTURION PARKWAY, SUITE 100

(Street)

JACKSONVILLE

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
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value⁽¹⁾	12/31/2025		A	V	228	A	$6.171⁽²⁾	228	D
Common Stock, $0.001 par value⁽³⁾	01/01/2026		A		150,000	A	⁽³⁾	150,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Purchase Shares of Common Stock	$4.22							⁽⁴⁾	11/30/2028	Common Stock, $0.001 par value	10,000		10,000	D

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 December 31, 2028.

4. These options were granted on April 1, 2023. The options vest over three years, with one third vesting each year. As of the date hereof, options to purchase 6,667 shares have vested and are exercisable.

	/s/ Leah F. Brown	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did DUOT CFO Leah F. Brown report on this Form 4?

Leah F. Brown, the Chief Financial Officer of Duos Technologies Group, Inc. (DUOT), reported acquiring 150,000 shares of common stock as an equity award on January 1, 2026 and 228 shares through the Employee Stock Purchase Plan on December 31, 2025. She also reported holding options for 10,000 shares of common stock.

How many DUOT shares did the CFO receive under the 2021 Equity Incentive Plan?

Under the company’s 2021 Equity Incentive Plan, Leah F. Brown received 150,000 shares of common stock on January 1, 2026. These shares are subject to a three-year cliff vesting schedule, with all shares vesting on December 31, 2028.

What are the terms of the DUOT Employee Stock Purchase Plan shares reported?

On December 31, 2025, the CFO acquired 228 shares of Duos Technologies Group common stock through the Employee Stock Purchase Plan. According to the plan, these shares were purchased at $6.171 per share, equal to 85% of the closing price on the relevant measurement date.

What stock options does the DUOT CFO hold according to this Form 4?

The filing shows that Leah F. Brown holds options to purchase 10,000 shares of Duos Technologies Group common stock at an exercise price of $4.22 per share, expiring on November 30, 2028. As of the report date, 6,667 of these options have vested and are exercisable.

Are the DUOT equity awards to the CFO immediately vested?

No. The 150,000-share grant to the CFO under the 2021 Equity Incentive Plan is subject to a three-year cliff vesting period, with all shares vesting on December 31, 2028. The options vest over three years, with one third vesting each year.

Was the DUOT CFO stock purchase through the ESPP exempt under Rule 16b-3?

Yes. The filing notes that the acquisition of 228 ESPP shares is being voluntarily reported and that the transaction is exempt under Rule 16b-3(c), which governs certain insider transactions under approved compensation plans.