DUOT Duos Technologies Group, Inc. - 8-K

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)