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)

——————

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:

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.

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.