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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K

 

 

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2026

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to

Commission file number 1-3647

 

J.W. MAYS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

New York 11-1059070
State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification No.
   
9 Bond Street, Brooklyn, New York 11201
Address of Principal Executive Offices Zip Code

 

Registrant’s telephone number, including area code 718 624-7400

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1 par value MAYS NASDAQ

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o   Accelerated filer o   Emerging growth company o
Non-accelerated filer ☒   Smaller reporting 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. o

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ☒

 

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $19,911,516 as of January 31, 2026 based on the average of the bid and asked price of the stock reported for such date. For the purpose of the foregoing calculation, the shares of common stock held by each officer and director. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

The number of shares outstanding of the registrant’s common stock as of October 1, 2026 was 2,015,780.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Registrant’s definitive proxy statement relating to its 2026 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The Registrant’s definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

 

 

 

 

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J.W. MAYS, INC.

FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2026

 

TABLE OF CONTENTS

 

        Page  
Part I          
    Item 1. Business   1  
    Item 1A. Risk Factors   2  
    Item 1B. Unresolved Staff Comments   3  
    Item 1C. Cybersecurity   3  
    Item 2. Properties   4  
    Item 3. Legal Proceedings   9  
    Item 4. Mine Safety Disclosures   9  
Part II          
    Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   10  
    Item 6. [Reserved]   10  
    Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations   10  
    Item 7A. Quantitative and Qualitative Disclosures About Market Risk   10  
    Item 8. Financial Statements and Supplementary Data   10  
    Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   10  
    Item 9A. Controls and Procedures   11  
    Item 9B. Other Information   11  
    Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection   11  
Part III          
    Item 10. Directors, Executive Officers and Corporate Governance   12  
    Item 11. Executive Compensation   12  
    Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   12  
    Item 13. Certain Relationships and Related Transactions, and Director Independence   12  
    Item 14. Principal Accountant Fees and Services   13  
Part IV          
    Item 15. Exhibits and Financial Statement Schedules   13  
    Item 16. Form 10-K Summary   14  
    Signatures   15  

 

 

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PART I

 

ITEM 1. BUSINESS.

 

J.W. Mays, Inc. (the “Company” or “Registrant”) with executive offices at Nine Bond Street, Brooklyn, New York 11201, owns and operates a number of commercial real estate properties, which are described in Item 2 “Properties”. The Company’s business was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927.

 

In fiscal 2026, the Company began evaluating strategic opportunities to potentially sell or divest one or more of its real estate properties to manage its liquidity needs. The determination of whether a particular property should be sold or otherwise disposed of will be made after consideration of relevant factors, including, but not limited to prevailing macro-economic and real estate market conditions, alternative investment opportunities, tax implications and considerations specific to the condition, value, and financial performance of the property to be sold.

 

The Company has commenced a process to actively market 25 Elm Place in Brooklyn, New York (“Elm Place”) for sale to unaffiliated third-party prospective buyers. Throughout, the Company has continued to lease and operate Elm Place as usual and has engaged existing tenants regarding a review of their current leases, which may include renewal, modification and/or relocation, subject to board approval. There can be no assurances when the sale of Elm Place will take place or if a sale will take place at all. In addition, the Company entered into new secured loans in fiscal 2026 with existing lenders with respect to the Fishkill, NY and Circleville, OH properties. See “2026 Annual Report to Shareholders - Management Discussion & Analysis - Liquidity and Capital Resources.”

 

Human Capital

 

The Company has 26 full time employees and has a contract, expiring November 30, 2028, with a union covering rates of pay, hours of employment and other conditions of employment for approximately 19% of its employees. The Company considers that its labor relations with its employees and union are good.

 

Available Information

 

We make our filings with the U.S. Securities and Exchange Commission (“SEC”) including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments and exhibits to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), available free of charge on or through our website at www.jwmays.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding our filings at http://www.sec.gov. The information contained on the website referenced in this Form 10-K is not incorporated by reference into this filing. Further, the Company’s references to website URLs are intended to be inactive textual references only.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K may contain forward-looking statements which include assumptions about future market conditions, operations and financial results. These statements are based on current expectations and are subject to risks and uncertainties. They are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results, performance or achievements in the future could differ significantly from the results, performance or achievements discussed or implied in such forward-looking statements herein and in prior filings by the Company. The Company assumes no obligation to update these forward-looking statements or to advise of changes in the assumptions on which they were based.

 

Factors that could cause or contribute to such differences include, but are not limited to, changes in the competitive environment of the Company, general economic and business conditions, industry trends, changes in government rules and regulations and environmental rules and regulations. Statements concerning interest rates and other financial instrument fair values and their estimated contribution to the Company’s future results of operations are based upon market information as of a specific date. This market information is often a function of significant judgment and estimation. Further, market interest rates are subject to potentially significant volatility.

 

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ITEM 1A.RISK FACTORS.

 

The risks and uncertainties described below are those that we currently deem to be material, and do not represent all of the risks that we face. Additional risks and uncertainties not presently known to us or that we currently do not consider material may in the future become material and impair our business or operations. If any of the following risks actually occur, our business could be materially harmed, and our financial condition and results of operations could be materially and adversely affected. Our business, financial condition, or results of operations could be materially and adversely affected by the following:

 

Risks Relating to Ownership Structure

 

The controlling shareholder group may be able to vote its shares in favor of its interests that may not align with the interests of shareholders not part of such group. The controlling shareholder group includes a corporation that owns a significant percentage of the Company’s common stock and which does business with the Company, as further described in the Notes to the Consolidated Financial Statements contained in the 2026 Annual Report to Shareholders. Certain conflicts of interest may be perceived by the relationship between the Company and its largest shareholder. A shareholder not a part of the controlling group will be outvoted on any issue in which it disagrees with such the controlling shareholder group.

 

Risks Related to Our Business and Operations

 

We are a part of the communities in which we do business. Accordingly, like other businesses in our communities, we are subject to the following risks:

 

·changes in the rate of economic growth in the commercial real estate leasing market, and interest rates both nationally and locally;

 

·existing indebtedness, including the potential for accelerated maturities;

 

·the ability to obtain additional financing to fund our necessary capital expenditure projects on reasonable terms or at all, including but not limited to the success of any proposed strategic transactions with respect to our properties;

 

·changes in the financial condition of our customers;

 

·changes in the regulatory environment and particularly burdens of increasing local, state, and federal requirements and taxes;

 

·increasing trend of lease cancellations and loss of key tenants at our properties;

 

·changes in our estimates of costs;

 

·loss of key personnel;

 

·war and/or terrorist attacks, global, national and local political unrest and protests could significantly impact buildings leased to tenants;

 

·the continued availability of insurance for various policies at reasonable rates;

 

·outcomes of pending and future litigation;

 

·increasing competition by other landlords and building management companies, including the use of artificial intelligence and other advanced technologies among competitors;

 

·compliance with our loan covenants;

 

·impact of climate change on our properties and the geographic regions in which we operate;

 

·recoverability of claims against our customers and others by us and claims by third parties against us;

 

·changes in estimates used in our critical accounting policies;

 

·cybersecurity and data privacy breach threats or incidents; and

 

·pandemics and the related trends of office versus remote work practices.

 

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Our investment in property development may be limited by increasing costs required to make improvements to property leased to tenants. Also, as the cost of fitting up properties increases, we may be required to wait and forsake opportunities that would be revenue producing until such time that we obtain the necessary financing of such ventures. This risk may be mitigated by obtaining lines of credit and other financing vehicles, although such have significant limitations on the amounts that may be borrowed at any point in time.

 

We also may be subject to environmental liability as an owner or operator of properties. Many of our properties are old and when we need to fit up a property for a new tenant, we may find materials and the like that could be deemed to contain hazardous elements requiring remediation or encapsulation.

 

As online retail operations continue to expand nationwide, retailers are facing increased competition which reduces the need for the leasing of properties. Remote work practices have resulted in tenants’ careful evaluation and reduction of office space needs and a decline in demand of commercial office space rentals from increasing competition. The Company emphasizes retention of tenants over a long period of time which helps in difficult economic conditions.

 

We try to lease our properties to tenants with adequate finances. As a result of the current high interest rate environment and less liquidity available to smaller businesses, even formerly financially strong tenants may be at risk.

 

ITEM 1B.UNRESOLVED STAFF COMMENTS.

 

Not Applicable.

 

ITEM 1C.CYBERSECURITY.

 

Risk Management and Strategy

 

We have implemented and maintain various information security processes designed to identify, assess, and manage material risks from cybersecurity threats to our critical computer networks, hardware, software, third-party hosted services, and data.

 

We rely on third-party service providers to help manage our information systems, including network security service providers with experienced information technology professionals. We also work with third parties to identify, assess, and manage actual and perceived cybersecurity threats and risks, and we evaluate cybersecurity risk as part of our overall risk management strategy. With the assistance of these third-party service providers, we implement and maintain various technical, physical, and administrative controls and processes to manage and mitigate material risks from cybersecurity threats to our information systems. This includes procedures for incident detection and response, network security controls, access controls, physical security, systems monitoring, and backup and recovery procedures.

 

Our operations rely on third-party service providers and software programs. For instance, our accounting and financial reporting-related systems use software obtained from third-party service providers, and these systems are necessary for the efficient and consistent operation of our business. We use these systems to communicate with tenants, banks, vendors, and others, and to manage our accounting, financial reporting, and for other recordkeeping purposes. We, thus, maintain a process to identify and evaluate cybersecurity risks and incidents associated with key third-party providers. When utilizing third-party software for key services, we seek to engage those that are reliable, reputable, and maintain cybersecurity controls. To address risks associated with third-party providers for critical services, we review available audit reports of controls from such providers to assess and manage any identified risks.

 

Governance

 

Our Board maintains oversight responsibility of risks from cybersecurity threats. This oversight is facilitated primarily through the Audit Committee, which is responsible for oversight of our information system risk, including cybersecurity threats. The Audit Committee oversees the risk management program designed to implement adequate controls to mitigate cybersecurity risks.

 

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The Audit Committee receives periodic updates from management on potential risks, threats, and controls to mitigate identified risks. The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on the cybersecurity risk management program, as needed.

 

Our management, represented by our Chief Financial Officer, provides leadership for implementation and maintenance of our cybersecurity risk management processes. Management currently manages key functions for the Company’s accounting, finance, and treasury strategies, including risk management. In addition, Management oversees the Company’s managed IT solutions service provider which includes, among other services:

 

1.Business continuity – Managed data backup utilizing best practices including cloud-based disaster recovery,

 

2.Multi-vector security protection – Real-time protection against security threats across email, browsers, files, and infrastructure resources,

 

3.Patch management – Patching for Windows and certain third-party application updates,

 

4.Infrastructure monitoring – 24x7 monitoring, alerting and maintenance of various office and cloud systems.

 

The Chief Financial Officer is notified in real time by the managed service provider for matters requiring immediate attention. Management also reviews a standardized monthly report with key IT systems data and statistics, including red flags requiring resolution, if any. Management reports serious cybersecurity incidents to the Committee and our Board.

 

ITEM 2.PROPERTIES.

 

The table below sets forth certain information as to each of the properties currently operated by the Company:

 

   Location  Approximate
Square Feet
 
1.  Brooklyn, New York   
     Fulton Street at Bond Street   380,000 
     Livingston Street     
     Truck bays, passage facilities and tunnel-Schermerhorn Street   17,000 
     Building-Livingston Street   10,500 
 2.   Brooklyn, New York     
    Jowein building at Elm Place   201,000 
 3.   Jamaica, New York     
     Jamaica Avenue at 169th Street   297,000 
 4.   Fishkill, New York     
     Route 9 at Interstate Highway 84   203,000 
         (located on
14.6 acres
)
 5.   Levittown, New York     
     Hempstead Turnpike   10,000 
         (located on
75,800 square
feet of land
)
 6.   Massapequa, New York     
     Sunrise Highway   133,400 
 7.   Circleville, Ohio    
     Tarlton Road   193,350 
         (located on
11.6 acres
)

 

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Three properties are leased under long-term leases for varying periods, the longest of which extends to 2073, and in most instances renewal options are included. Reference is made to Notes 3. OPERATING LEASES and 9. RELATED PARTY TRANSACTIONS to the Consolidated Financial Statements contained in the 2026 Annual Report to Shareholders, incorporated herein by reference. Properties owned and subject to mortgage are the Fishkill, NY and Circleville, Ohio buildings.

 

1.Brooklyn, New York

 

Fulton Street at Bond Street

 

90% of the property is owned by the Company and the remaining 10% of the property is leased by the Company under five separate leases. Expiration dates are as follows: December 8, 2043 (1 lease) which lease currently has one thirty-year renewal option through December 8, 2073, April 30, 2031 (1 lease), and April 30, 2044 (3 leases).

 

The property is currently leased to twenty-five tenants of which seven are retail tenants, four are fast food/beverage restaurants, eleven occupy office space, three are dental or medical offices. One tenant leased in excess of 10% of the rentable square footage; the tenant is a department store, occupying 20.60%.

 

In October 2025, a tenant who occupies 915 square feet extended their lease from January 2026 to January 2028. Annual rent is $24,000.

 

In December 2025, a tenant who occupies 1,810 square feet extended their lease from February 2026 to January 2036. Annual rent is $240,000 with yearly rent escalation beginning in year two.

 

In January 2026, a tenant who occupies 1,000 square feet extended their lease for five years beginning February 2026. Annual rent is $42,000 with yearly rent escalations.

 

In February 2026, a tenant who occupies 25,423 square feet extended their lease from December 2025 to September 2029, with a sixty days’ notice cancelation clause. Annual rent is $915,228.

 

In March 2026, the Company leased approximately 1,500 square feet for five years effective August 1st, 2026. Annual rent is $126,000 with yearly rent escalation from year two. Brokerage commissions were $53,293.

 

In April 2026, a tenant who occupies 13,451 square feet extended their lease for seven years from August 1st, 2026. Annual rent is $484,236 with yearly rent escalations. Total brokerage commission were $125,209.

 

In July 2026, a tenant who occupies 78,287 square feet was granted a rent concession of $240,000 for the period August 2026 to January 2027.

 

In July 2026, a tenant who occupies 1,140 square feet terminated their lease effective August 11th, 2026. Annual loss of rent is approximately $76,800.

 

In July 2026, a new tenant leased 1,000 square feet, replacing an existing tenant, for an additional $300 a month and yearly rent escalations through June 2031. There was no leasing commission.

 

In September 2026, the Company signed a thirty months’ rent deferral agreement with its landlord (Weinstein Enterprises) effective October 01, 2026, deferring the monthly rents for the premises at 504-506 Fulton Street in the amount of $34,716 and 508 Fulton Street in the amount of $5,466.

 

It is the intention of the Company to negotiate the renewals of the expiring leases as they come due, provided the tenants maintain adequate finances.

 

Occupancy  Lease Expiration  Rent
Year
Ended
  Rate  Year
Ended
  Number of
Leases
  Area
Sq. Ft.
  Annual
Rent
  Percentage of
Gross Annual Rent
 7/31/2022    63.38%   7/31/2027   4    4,583   170,931   .810 
 7/31/2023    59.51%   7/31/2028   6    6,548   252,756   1.198 
 7/31/2024    51.83%   7/31/2030   3    111,413   3,323,920   15.757 
 7/31/2025    52.69%   7/31/2031   3    3,590   46,287   .219 
 7/31/2026    52.41%   7/31/2032   4    47,668   2,422,787   11.485 
          7/31/2033   1    13,451   563,582   2.672 
          7/31/2034   1    5,632   162,330   .770 
          7/31/2035   1    3,200   251,228   1.191 
          7/31/2036   2    4,610   419,823   1.990 
              25    200,695  $7,613,644   36.092 

 

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The Company uses 17,810 square feet of available space.

 

As of July 31, 2026 the federal tax basis is $23,276,291 with accumulated depreciation of $15,692,898 for a net carrying value of $7,583,393. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.

 

The real estate taxes for this property are $3,229,525 per year and the rate used is averaged at $11.171 per $100 of assessed valuation.

 

Livingston Street

 

The Company has a long-term lease with the City of New York and another landlord for a garage at Livingston Street opposite the Company’s Brooklyn Fulton Street at Bond Street Properties. The lease expires in 2043, with a renewal option to 2073. The garage includes truck bays and passage facilities through a tunnel to the properties. The truck bays, passage facilities and tunnel, total approximately 17,000 square feet. The lease also includes a 20 x 75-foot land plot on which the Company constructed a building of six stories and basement annexed to the properties.

 

2.Brooklyn, New York—Jowein building at Elm Place

 

The building is owned. The property is currently leased to fourteen tenants of which one is a fast-food restaurant, two are for warehouse space, one for retail space and ten leases are for office space. Two tenants leased in excess of 10% of the rentable square footage; each occupies office space of 15.64%, and 12.59% respectively.

 

In August 2025, the Company leased 5,500 square feet of retail space to a new tenant. Monthly rent is $15,000 with annual rent increases. Brokerage commissions were $73,487.

 

In October 2025, a tenant who occupies 31,438 square feet extended their lease from May 2026 to October 2026, with two six months renewal options. In July 2026, this tenant exercised one of its two six months options through April 2027.

 

In May 2026, a tenant who occupies 10,569 square feet provided notice they are leaving effective June 30, 2026. Annual loss of rent is approximately $404,447.

 

It is the intention of the Company to negotiate the renewals of the expiring leases as they come due, providing the tenants maintain adequate finances. See “Item 1. Business” for more information on the recent developments at Elm Place.

 

Occupancy  Lease Expiration  Rent

Year
Ended

 

Rate

 

Year
Ended

 

Number of
Leases

 

Area
Sq. Ft.

 

Annual
Rent

 

Percentage of
Gross Annual Rent

 7/31/2022    80.84%   7/31/2027   6    49,690  $1,321,408   6.264 
 7/31/2023    83.46%   7/31/2028   2    13.600   509,780   2.417 
 7/31/2024    81.79%   7/31/2029   1    500   39,743   0.188 
 7/31/2025    83.52%   7/31/2033   1    5.500   169,554   .804 
 7/31/2026    76.01%   7/31/2036   1    12,105   51,637   .245 
          7/31/2037   2    42,725   1,919,244   9.098 
          7/31/2059   1    19,437   157,138   .745 
              14    143,557  $4,168,504   19.761 

 

As of July 31, 2026 the federal tax basis is $7,871,328 with accumulated depreciation of $5,538,682 for a net carrying value of $2,332,646. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.

 

The real estate taxes for this property are $891,272 per year and the rate used is averaged at $11.284 per $100 of assessed valuation.

 

3.Jamaica, New York—Jamaica Avenue at 169th Street

 

Building, improvements and land (“Jamaica Property”) are leased from an affiliated company, principally owned by a director of the Company (“Landlord”). In July 2022, the Company entered into an agreement with Landlord giving the Company four five-year option periods for a total of twenty years through May 31, 2050. In April 2023, the Company exercised the first five-year option period, extending the lease expiration date to

 

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May 31, 2035. In August 2025, the Company further extended the lease five years through May 31, 2040. Upon lease termination, all property included in operating lease right-of-use assets and leasehold improvements will be turned over to the Landlord.

 

The Jamaica Property is currently leased to eleven tenants: four tenants are retail, one restaurant, and six occupy office space. Four tenants each occupy in excess of 10% of the rentable square footage; two retail stores occupy 15.86% and 17.66%, respectively; and two office tenants occupy 17.34% and 12.83%, respectively.

 

In February 2026, a tenant who occupies 38,109 square feet extended their lease from December 2025 to September 30, 2029, with a sixty days’ notice cancelation clause. Annual rent is $1,099,445.

 

It is the intention of the Company to negotiate the renewals of the expiring leases as they come due, providing the tenants maintain adequate finances.

 

Occupancy  Lease Expiration  Rent
Year
Ended
  Rate  Year
Ended
  Number of
Leases
  Area
Sq. Ft.
  Annual
Rent
  Percentage of
Gross Annual Rent
 7/31/2022   80.51%  7/31/2027   2    6,600  $223,398   1.059 
 7/31/2023   80.58%  7/31/2029   3    121,589   2,791,043   13.231 
 7/31/2024   80.58%  7/31/2030   2    38,256   1,194,966   5.665 
 7/31/2025   80.99%  7/31/2034   1    28,634   437,480   2.074 
 7/31/2026   77.04%  7/31/2035   1    2,051   119,168   .565 
        7/31/2026   1    23,356   917,863   4.351 
        7/31/2040   1    6,761   183,559   .870 
            11    227,247  $5,867,477   27.815 

 

Until the lease agreement terminates, the Company remains solely entitled to tax depreciation and other tax deductions relating to the buildings, improvements and maintenance of the property. As of July 31, 2026, the federal tax basis is $13,863,981 with accumulated depreciation of $10,566,105 for a net carrying value of $3,297,876. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.

 

The real estate taxes for this property are $1,208,166 per year and the rate used is averaged at $10.487 per $100 of assessed valuation.

 

4.Fishkill, New York—Route 9 at Interstate Highway 84

 

The Company owns the entire property. In July 2019, the Company leased 47,000 square feet to a community college at its Fishkill, New York building, for a term of fifteen years with two five-year option periods.

 

Effective October 1, 2025 the Company leased approximately 9,500 square feet for use as storage space for three months which expired December 31, 2025. Total rent was $46,526 and brokerage commissions were $2,187.

 

In January 2026 the Company leased 9,500 square feet of warehouse space for a total rent of $62,034 from February 2026 to May 2026. Total brokerage commissions were $2,357.

 

In April 2026, the Company leased an additional 75,500 square feet to an existing tenant for fifteen years effective September 1, 2026. Annual rent is $1,423,930 with yearly rent escalations from year three. Total brokerage commission were $595,000.

 

There are approximately 80,500 square feet of the building available for lease. There are plans to renovate vacant space upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into.

 

Occupancy  Lease Expiration  Rent
Year
Ended
 

Rate

  Year
Ended
  Number of
Leases
  Area
Sq. Ft.
  Annual
Rent
  Percentage of
Gross Annual Rent
 7/31/2022    22.27%   7/31/2042   2    122,500  $989,690   4.692 
 7/31/2023    22.27%                      
 7/31/2024    27.26%                      
 7/31/2025    24.69%                      
 7/31/2026    25.88%                      

 

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As of July 31, 2026 the federal tax basis is $27,276,176 with accumulated depreciation of $16,408,614 for a net carrying value of $10,867,562. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.

 

The real estate taxes for this property are $123,846 per year and the rate used is averaged at $2.401 per $100 of assessed valuation.

 

5.Levittown, New York—Hempstead Turnpike

 

The Company owns the entire property. In October 2006, the Company entered into a lease agreement with a restaurant. The restaurant constructed a new 10,000 square foot building, which opened in May 2008. In September 2022, the restaurant extended its lease for an additional five years expiring May 3, 2028. Ownership of the building reverts to the Company at the conclusion of the leasing arrangement, currently May 3, 2028 (the restaurant has 2 5 year renewal options).

 

Occupancy  Lease Expiration  Rent
Year
Ended
  Rate  Year
Ended
  Number of
Leases
  Area
Sq. Ft.
  Annual
Rent
  Percentage of
Gross Annual Rent
 7/31/2022    100.00%   7/31/2028   Building    10,000  $466,734   2.213 
 7/31/2023    100.00%       Land    75,800         
 7/31/2024    100.00%       1    85,800         
 7/31/2025    100.00%                      
 7/31/2026    100.00%                      

 

The real estate taxes for this property are $186,759 per year and the rate used is averaged at $962.941 per $100 of assessed valuation.

 

6.Massapequa, New York—Sunrise Highway

 

The Company is the prime tenant of this leasehold. The current lease expires May 14, 2030. The leasehold is currently subleased to one tenant occupying 113,400 square feet of the property, with the other 20,000 square feet of the property available for sublease.

 

Occupancy  Lease Expiration  Rent
Year
Ended
  Rate  Year
Ended
  Number of
Leases
  Area
Sq. Ft.
  Annual
Rent
  Percentage of
Gross Annual Rent
 7/31/2022    100.00%   7/31/2030   1    113,400  $816,854   3.872 
 7/31/2023    100.00%                      
 7/31/2024    88.76%                      
 7/31/2025    85.01%                      
 7/31/2026    85.01%                      

 

The real estate taxes for this property are $290,940 per year and the rate used is averaged at $825.616 per $100 of assessed valuation.

 

The Company does not own this property. Improvements to the property, if any, are made by tenants.

 

7.Circleville, Ohio—Tarlton Road

 

The Company owns the entire property. The property is currently leased to one tenant. The tenant uses these premises for warehouse and distribution facilities.

 

8

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In August 2024, a tenant who occupies warehouse space extended its lease from May 31, 2026 for additional three years to May 31, 2029. Effective November 1, 2024, the size of the leased premises expanded by 84,000 feet, including space previously leased by another tenant whose lease expired October 31, 2024. After the lease expansion, annual base rent for the warehouse space is $877,440 per annum with increases annually. Brokerage commissions were $106,867.

 

Occupancy   Lease Expiration  Rent
Year
Ended  
  Rate  Year
Ended
  Number of
Leases  
  Area
Sq. Ft.
  Annual
Rent
  Percentage of
Gross Annual Rent
 7/31/2022    99.30%   7/31/2029   1    193,350  $571,419   2.709  
 7/31/2023    99.30%                       
 7/31/2024    97.75%                       
 7/31/2025    96.72%                       
 7/31/2026    100.00%                       

 

As of July 31, 2026, the federal tax basis is $4,493,846 with accumulated depreciation of $4,413,905 for a net carrying value of $79,941. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.

 

The real estate taxes for this property are $41,467 per year and the rate used is averaged at $5.490 per $100 of assessed valuation.

 

In the opinion of management, all of the Company’s properties are adequately covered by insurance.

 

See Note 7 to the Consolidated Financial Statements contained in the 2026 Annual Report to Shareholders, which information is incorporated herein by reference, for information concerning the tenants, the rental income from which equals 10% or more of the Company’s rental income.

 

Item 3.Legal Proceedings.

 

The Company is subject to various legal proceedings, claims, and litigation arising in the ordinary course of business operations. These matters include, but are not limited to, contractual disputes, third party slip and fall or personal injury claims which are typically handled by insurance counsel. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company’s Consolidated Financial Statements.

 

ITEM 4.MINE SAFETY DISCLOSURES.

 

None.

 

9

Table of Contents 

PART II

 

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

COMMON STOCK INFORMATION

 

Effective November 8, 1999, the Company’s common stock commenced trading on The Nasdaq Capital Market tier of The Nasdaq Stock Market under the Symbol: “Mays”. Such shares were previously traded on The Nasdaq National Market. Effective August 1, 2006, NASDAQ became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market LLC.

 

On October 1, 2026, the Company had approximately 500 shareholders of record.

 

The Company has not declared any cash dividends on our common stock during the year ended July 31, 2026 and does not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings, cash flows, financial position, and such other facts the Board in its sole discretion deems relevant.

 

RECENT SALES OF UNREGISTERED SECURITIES

 

During the year ended July 31, 2026, we did not sell any unregistered securities.

 

RECENT PURCHASES OF EQUITY SECURITIES

 

During the year ended July 31, 2026, we did not repurchase any of our outstanding equity securities.

 

ITEM 6.[Reserved]

 

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The information appearing under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 21-24 of the Registrant’s 2026 Annual Report to Shareholders is incorporated herein by reference.

 

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not required.

 

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

The Company’s Consolidated Financial Statements, together with the report of Prager Metis CPAs, LLC, independent registered public accounting firm, dated October 21, 2026, appearing on pages 3 through 20 of the Registrant’s 2026 Annual Report to Shareholders is incorporated herein by reference. With the exception of the aforementioned information and the information incorporated by reference in Items 2, 3, 7, and 15 hereof, the 2026 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report.

 

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

There are no disagreements between the Company and its accountants relating to accounting or financial disclosures.

 

10

Table of Contents 

ITEM 9A.CONTROLS AND PROCEDURES.

 

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

 

The Company’s management reviewed the Company’s internal controls and procedures and the effectiveness of these controls. As of July 31, 2026, the Company carried out an evaluation, under the supervision of, and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-14(c) and 14(c)-15(d) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in its periodic SEC filings.

 

(B) CHANGE TO INTERNAL CONTROLS OVER FINANCIAL REPORTING.

 

There was no change in the Company’s internal controls over financial reporting or in other factors during the Company’s last fiscal quarter ended July 31, 2026 that materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting. There were no significant deficiencies or material weaknesses noted, and therefore there were no corrective actions taken.

 

(C) MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13(a)-15(f). Our internal control system has been designed to provide reasonable assurance to the Company’s management and its Board regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Even those systems that have been determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company’s management assessed the effectiveness of our internal control over financial reporting as of July 31, 2026. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework published in 2013. Based on the Company’s assessments, we believe that, as of July 31, 2026, its internal control over financial reporting is effective based on these criteria.

 

This Form 10-K Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the exemption for non-accelerated filers from the internal control audit requirement of Section 404(b) of the Sarbanes-Oxley Act of 2002.

 

ITEM 9B.OTHER INFORMATION.

 

During the three months ended July 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION.

 

Not Required

 

11

Table of Contents 

PART III

 

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The information relating to directors of the Company as required by this item appears under the heading “Corporate Governance” in the Definitive Proxy Statement for the 2026 Annual Meeting of Shareholders and such information is incorporated herein by reference.

 

Executive Officers of the Registrant

 

The following information is furnished with respect to each executive officer of the Registrant (each of whose position is reviewed annually).

 

Name   Age   Business Experience During
the Past Five Years
  First Became
Such Officer
or Director
Lloyd J. Shulman   84   President   November, 1978
        Chairman of the Board, and Chief Executive Officer   November, 1996
Kevin J. Guptar   46   Chief Financial Officer and Treasurer   October, 2026
Ward N. Lyke, Jr.*   75   Former Vice President,   February, 1984
        Chief Financial Officer and Treasurer   January, 2024
George Silva   76   Vice President-Operations   March, 1995
Melinda L. Koster   42   Vice President   March, 2026

 

All of the above referenced officers have been appointed as such by the directors and have been employed as executive officers of the Company during the past five years, except for Kevin J. Guptar and Melinda L. Koster, who were appointed as executive officers of the Company on October 13, 2026 and March 10, 2026.

 

*Ward N. Lyke, Jr. retired from the Company on September 25, 2026.

 

ITEM 11.EXECUTIVE COMPENSATION.

 

The information required by this item appears under the heading “Compensation” in the Definitive Proxy Statement for the 2026 Annual Meeting of Shareholders and such information is incorporated herein by reference.

 

Clawback Policy

 

In 2024, the Board adopted a clawback policy effective January 1, 2024 that provides for the recovery of erroneously awarded compensation received by an executive officer in the event of an accounting restatement due to material noncompliance with financial reporting requirements under the securities laws, as required under Section 10D of the Exchange Act, Rule 10D-1.

 

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The information required by this item appears under the heading “Security Ownership of Certain Beneficial Owners and Management” in the Definitive Proxy Statement for the 2026 Annual Meeting of Shareholders and such information is incorporated herein by reference.

 

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

The information required by this item appears under the headings “Related Party Transactions” and “Information Concerning Nominees for Election as Directors” in the Definitive Proxy Statement for the 2026 Annual Meeting of Shareholders and such information is incorporated herein by reference.

 

12

Table of Contents 

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

The following table sets forth the fees for services rendered by the Company’s independent registered public accounting firm, Prager Metis CPAs, LLC, for the fiscal years 2026 and 2025.

 

    Fiscal Year  
    2026   2025  
Audit fees   $ 207,975   $ 190,000  
Audit related fees     14,000     13,400  
Tax fees     45,000     45,000  
All other fees     —     15,178  
Total Fees   $ 266,975   $ 263,578  

 

Audit fees for fiscal year 2026 and fiscal year 2025 were for professional services rendered for the audits of the consolidated financial statements of the Company, interim quarterly reviews of Form 10-Q information and assistance with the review of other documents filed with the SEC.

 

Audit related fees for fiscal year 2026 and fiscal year 2025 consist of audits of real estate tax matters and consultations concerning financial accounting and reporting standards.

 

Tax fees for fiscal year 2026 and fiscal year 2025 were for services related to tax compliance including preparation of federal, state and local corporate tax returns, and assistance with a prior period Internal Revenue Service audit.

 

All other fees for fiscal 2025 were for assistance relating to an IRS audit of the tax year ending July 31, 2022, which is now closed.

 

The officers of the Company, including the Principal Financial Officer, consult with, and receive the approval of, the Audit Committee before engaging accountants for any services.

 

PART IV

 

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(a)The following documents are filed as part of this report:

1.The Consolidated Financial Statements and report of Prager Metis CPAs, LLC, independent registered public accounting firm, dated October 21, 2026, set forth on pages 3 through 20 of the Company’s 2026 Annual Report to Shareholders.
2.See accompanying Index to the Company’s Consolidated Financial Statements and Schedules on page 16.

 

(b)Exhibit No.

 

3.1Certificate of Incorporation of J. W. Mays, Inc., as amended - incorporated by reference to Exhibit 3(i) to the Company’s Form 10-K, filed on October 5, 2017.
3.2By-Laws of J. W. Mays, Inc. - incorporated by reference to Exhibit 3.(II) to the Company’s Form 10-K, filed on October 23, 1995.
10.1#Retirement Plan and Trust, Summary Plan Description - incorporated by reference to Exhibit 10(i) to the Company’s Form 10-K filed on October 4, 2018.
10.2#Transition Agreement, dated July 30, 2026, between J.W. Mays, Inc. and Ward N. Lyke, Jr. - incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed July 30, 2026.
10.6*Consulting Agreement, dated as of January 1, 2024, between Mr. Mark Greenblatt and J. W. Mays, Inc. as amended as of October 22, 2024 – incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K filed October 23, 2025.
13*Annual Report to Shareholders dated July 31, 2026.
19Insider Trading Policy - incorporated by reference to Exhibit 19 to the Company’s 10-K filed October 23, 2025.

 

13

Table of Contents 

21List of subsidiaries of J. W. Mays, Inc. - incorporated by reference to Exhibit 21 to the Company’s Form 10-K, filed on October 23, 1995.
31.1*Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a).
31.2*Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a).
32*Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97Clawback Policy - incorporated by reference to Exhibit 97 to the Company’s Form 10-K filed on October 24, 2024.
101**The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2026, formatted in inline XBRL, include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.
104**Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
*Filed herewith
#Indicates management contract or compensatory plan.
**Submitted electronically with the report

 

ITEM 16.FORM 10-K SUMMARY

 

None.

 

14

Table of Contents 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

      J.W. MAYS, INC.
      (Registrant)
       
October 22, 2026   By: /s/ LLOYD J. SHULMAN
      Lloyd J. Shulman
      Chairman of the Board,
      Chief Executive Officer and President

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated.

 

Signature   Title   Date
         
/s/ LLOYD J. SHULMAN   Chairman of the Board, Chief Executive   October 22, 2026
Lloyd J. Shulman   Officer, and President    
    (Principal Executive Officer)    
         
/s/ KEVIN J. GUPTAR   Chief Financial Officer and Treasurer   October 22, 2026
Kevin J. Guptar   (Principal Financial and Accounting Officer)    
         
/s/ JENNIFER L. CARUSO   Director   October 22, 2026
Jennifer L. Caruso        
         
/s/ ROBERT L. ECKER   Director   October 22, 2026
Robert L. Ecker        
         
/s/ STEVEN GURNEY-GOLDMAN   Director   October 22, 2026
Steven Gurney-Goldman        
         
/s/ MARK S. GREENBLATT   Director   October 22, 2026
Mark S. Greenblatt        
         
/s/ MELINDA KOSTER   Director   October 22, 2026
Melinda Koster        
         
/s/ DEAN L. RYDER   Director   October 22, 2026
Dean L. Ryder        

 

15

Table of Contents 

INDEX TO COMPANY’S FINANCIAL STATEMENTS AND SCHEDULES

 

Reference is made to the following sections of the Company’s Annual Report to Shareholders for the fiscal year ended July 31, 2026, which are incorporated herein by reference:

 

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 273) (pages 19-20)

 

Consolidated Balance Sheets (page 3)

 

Consolidated Statements of Operations (page 4)

 

Consolidated Statements of Changes in Shareholders’ Equity (page 5)

 

Consolidated Statements of Cash Flows (page 6)

 

Notes to Consolidated Financial Statements (pages 7-16)

 

Financial Statement Schedules

 

Real Estate and Accumulated Depreciation (page 17)

 

Report of Management (page 18)

 

All other schedules for which provision is made in the applicable regulations of the SEC are not required under the related instructions or are inapplicable and, accordingly, are omitted.

 

The separate financial statements and schedules of J.W. Mays, Inc. (not consolidated) are omitted because the Company is primarily an operating company and its subsidiaries are wholly-owned.

 

 

 

16


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

ANNUAL REPORT TO SHAREHOLDERS DATED JULY 31, 2026

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A)/15D-14(A)

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A)/15D-14(A)

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350, ASADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

XBRL TAXONOMY EXTENSION SCHEMA

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XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

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