Table of Contents
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-K
For the fiscal year ended
July 31, 2025
OR
For the transition
period from to
Commission file number 1-3647
J.W.
MAYS, INC.
(Exact Name of Registrant as Specified in Its
Charter)
Registrant’s
telephone number, including area code 718624-7400
Securities registered pursuant to Section 12(b)
of the Act:
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 oNox
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes oNox
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. YesxNo 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). YesxNo 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 x Smaller reporting company x
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 oNox
The aggregate market value
of voting stock held by non-affiliates of the registrant was approximately $20,796,192 as of January 31, 2025 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 and by each person who owns 5% or more of the outstanding common stock have been excluded in that such
persons may be deemed to be affiliates. 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 September 2, 2025 was 2,015,780.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following
documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:
(1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b)
or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report
to security holders for fiscal year ended December 24, 1980).
Document Part of Form 10-K in which the Document is incorporated
Annual Report to Shareholders for Fiscal Year Ended July 31, 2025 Parts I and II
Definitive Proxy Statement for the 2025 Annual Meeting of Shareholders Part III
Table of Contents
J.W.
MAYS, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2025
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 6. [Reserved] 10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 10
Item 8. Financial Statements and Supplementary Data 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 14. Principal Accountant Fees and Services 12
Part IV
Item 15. Exhibits and Financial Statement Schedules 13
Signatures 15
Table of Contents
PART
I
ITEM 1. BUSINESS.
J.W. Mays, Inc. (the “Company”
or “Registrant”) with executive offices at Nine Bond Street, Brooklyn, New York 11201, 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.
The Company has 28 full
time employees and has a contract, expiring November 30, 2025, with a union covering rates of pay, hours of employment and other conditions
of employment for approximately 21% of its employees. The Company considers that its labor relations with its employees and union are
good.
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 but each of whom has
a three-year employment agreement, effective August 1, 2011 and renewed every three years thereafter through 2023: expiring July 31, 2026.
Lloyd J. Shulman 83 President November, 1978
Chairman of the Board and Chief Executive Officer November, 1996
Ward N. Lyke, Jr. 74 Vice President February, 1984
Chief Financial Officer and Treasurer January, 2024
George Silva 75 Vice President-Operations March, 1995
All of the above mentioned
officers have been appointed as such by the directors and have been employed as executive officers of the Company during the past five
years.
Our website is https://www.jwmays.com.
Information found on our website is not incorporated by reference into this annual report on Form 10-K. 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, 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.
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 potential significant volatility.
1
Table of Contents
ITEM 1A. RISK FACTORS.
Risks Relating to Ownership Structure
The controlling shareholder
group may be able to vote its shares in favor of its interests that may not always coincide with the interests of shareholders not part
of such group. This risk may be counter-balanced to a degree by the actions of the Company’s Board of Directors (the “Board”)
which is made up of a majority of independent directors.
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 2025 Annual Report to Shareholders. Certain
conflicts of interest may be perceived by the relationship between the Company and its largest shareholder. Nevertheless, the Company
and its largest shareholder have put in place some controls to reduce the effects of any perceived conflict of interest, including ensuring
that the Board is composed of a majority of independent directors.
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:
• existing indebtedness, including the potential for accelerated maturities;
• changes in the financial condition of our customers;
• lease cancellations and particularly loss of key tenants;
• changes in our estimates of costs;
• loss of key personnel;
• outcomes of pending and future litigation;
• increasing competition by other companies;
• compliance with our loan covenants;
• climate change;
• changes in estimates used in our critical accounting policies;
• cybersecurity threats or incidents; and
• pandemics and the related trends of office versus remote work practices.
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.
2
Table of Contents
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 since the pandemic has 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. The Company also aggressively markets available space to tenants including governmental
agencies, medical, industrial, and educational institutions.
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. The Company mitigates the risk of tenants with less than adequate finances by
leasing our properties to multiple tenants, where applicable, in order to diversify the tenant base.
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.
Notwithstanding the effort
we place on cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse
effect on the Company. As of the date of this Annual Report on Form 10-K, we are not aware of any cybersecurity threats or incidents which
have materially affected or are likely to materially affect our Company, results of operations, or financial condition.
Governance
Our Board maintains oversight
responsibility of risks from cybersecurity threats.This oversight is facilitated primarily through the Audit Committee (the “Committee”),
which is responsible for oversight of our information system risk, including cybersecurity threats. The Committee oversees the risk management
program designed to implement adequate controls to mitigate cybersecurity risks.
3
Table of Contents
The Committee receives periodic
updates from management on potential risks, threats, and controls to mitigate identified risks.The 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, Ward Lyke, provides leadership for implementation and maintenance of our cybersecurity risk management
processes. Mr. Lyke has served as Vice President, Chief Financial Officer, and Treasurer since January 2024, and as an Executive Vice
President and Officer of the Company since 1984, including as Assistant Treasurer since 2003. Mr. Lyke currently manages key functions
for the Company’s accounting, finance, and treasury strategies, including risk management. In addition, Mr. Lyke oversees the Company’s
managed IT solutions service provider which includes, among other services:
Mr. Lyke is notified real
time by the managed service provider for matters requiring immediate attention. Mr. Lyke 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
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 )
4
Table of Contents
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 4. OPERATING LEASES and 10. RELATED PARTY TRANSACTIONS to the Consolidated Financial Statements contained in the 2025
Annual Report to Shareholders, incorporated herein by reference. Properties owned and subject to mortgage is the Fishkill building.
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-four tenants of which eight are retail tenants, two 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 November 2024, a tenant who occupies
700 square feet agreed to expand their space to include an additional 130 square feet for increased rent of $2,400 annually through lease
expiration on April 30, 2026.
In December 2024, Weinstein
Enterprises, Inc. (“Landlord”) purchased the 508 Fulton Street property, including an existing lease, from another
landlord who owned 25% of the property. Starting in January 2025, the Company began making rent payments to Landlord
with no other changes to the existing lease.
In January and August 2025, a tenant
at the Company’s 9 Bond Street building in Brooklyn, New York was given two six month rent concessions of $25,000 per month from
February to July 2025, and $40,000 per month from August 2025 to January 2026, respectively. The January 2025 agreement also included
a deferral of $54,825 of a receivable to be paid in three equal installments from February to April 2025.
In March 2025, a tenant occupying
1,600 square feet agreed to terminate their lease. Loss of rent will approximate $120,000 per annum.
In April 2025, the Company leased
2,800 square feet of office space to a tenant for ten years at an annual rent of $216,000 with increases annually. Rent commencement was
October 2025. Brokerage commissions were $134,987.
In May 2025, a tenant occupying 3,080
square feet provided notice they would not be renewing their lease which ends on June 30, 2025. The loss of rental income is approximately
$142,000 per annum.
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
5
Table of Contents
The Company uses 17,810 square feet
of available space.
As of July 31, 2025 the federal tax
basis is $22,607,989 with accumulated depreciation of $15,274,093 for a net carrying value of $7,333,896. 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 $3,039,600 per year and the rate used is averaged at $11.018 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 and eleven 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 2024, a tenant extended
its lease through June 30, 2025 with the same terms for 10,569 square feet, which in May 2025 further extended it’s lease to September
30, 2025.
In November 2024, the Company leased
305 square feet of office space for two years at an annual rent of $7,320.
In November 2024, a tenant who occupies
5,800 square feet agreed to rent an additional 3,920 square feet of office space for increased rent of $12,087 a month.
In March 2025, a tenant who occupies
9,720 square feet exercised their first of three six month extensions to February 2026, with a monthly rent of $30,869.
In May 2025, a tenant who occupies
17,364 and 5,640 square feet provided notice they would not be renewing their leases which end on June 30, 2025 and January 19, 2026,
respectively. The loss of rental income from the combined leases is approximately $885,000 per annum.
In July 2025, the Company leased 1,800
square feet of office space on a month-to-month basis. Monthly rent will be $6,766.
In August 2025, the Company leased
5,500 square feet of retail space at the Company’s Jowein building in Brooklyn, New York. 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 of office space extended their lease from May 2026 to October 2026, and was given a rent concession effective November
2025 to October 2026.
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
6
Table of Contents
As of July 31, 2025 the federal tax
basis is $7,550,837 with accumulated depreciation of $5,479,392 for a net carrying value of $2,071,445. 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 $872,299 per year and the rate used is averaged at $11.228 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 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 15.82% and 17.66%, respectively; and two office tenants occupy 23.70% and
12.83%, respectively.
In August 2024, the Company leased
2,051 square feet to an office tenant for ten years, with five separate one year renewal options. Monthly rent of approximately $5,500,
with annual increases, commenced January 1, 2025. The Company’s costs of renovations were approximately $503,088, of which $235,000
will be reimbursed by the tenant, as additional lease revenue.
In February 2025, a tenant occupying
160 square feet agreed to extend their lease to January 2030, with a yearly rent of $24,000.
In March 2025, the Company leased
6,761 square feet of office space for fifteen years at an annual rent of $135,220 with yearly rent escalation, effective August 2025.
Brokerage commissions were $137,180.
In June 2025, a tenant occupying 2,000
square feet provided notice they would be vacating the space effective July 31, 2025. The loss of rental income is approximately $64,000
per annum.
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
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, 2025, the federal tax basis is $13,863,981 with accumulated depreciation of $10,340,750 for a net carrying
value of $3,523,231. 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 $1,144,033 per year and the rate used is averaged at $9.968 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.
7
Table of Contents
Effective October 1, 2024, the Company
leased approximately 12,500 square feet for use as storage space for three months expiring December 31, 2024. Total rent of $61,219 was
prepaid at lease commencement and was amortized as revenue over the term of the lease.
There are approximately 156,000 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
As of July 31, 2025 the federal tax
basis is $22,660,510 with accumulated depreciation of $16,227,755 for a net carrying value of $6,432,755. 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 $122,953 per year and the rate used is averaged at $2.503 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
The real estate taxes for this property
are $177,650 per year and the rate used is averaged at $1,013.93 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
8
Table of Contents
The real estate taxes for this property
are $273,567 per year and the rate used is averaged at $770.03 per $100 of assessed valuation.
In August 2025, the Company leased
20,000 square feet of retail space at the Company’s Massapequa building in Long Island, New York for five years. Monthly rent is
$4,500 and increases to $5,500 after the first year. Brokerage commissions were $14,355.
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.
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
As of July 31, 2025, the federal tax
basis is $4,493,846 with accumulated depreciation of $4,411,199 for a net carrying value of $82,647. 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 $40,811 per year and the rate used is averaged at $5.403 per $100 of assessed valuation.
In the opinion of management, all of the Company’s
properties are adequately covered by insurance.
See Note 8 to the Consolidated Financial Statements
contained in the 2025 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
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 September 2, 2025, 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, 2025 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 deems relevant.
RECENT
SALES OF UNREGISTERED SECURITIES
During the year ended July
31, 2025, we did not sell any unregistered securities.
RECENT
PURCHASES OF EQUITY SECURITIES
During the year ended July 31, 2025,
we did not repurchase any of our outstanding equity securities.
ITEM 6. [Reserved]
The information appearing
under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 22-26
of the Registrant’s 2025 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 Registrant’s Consolidated
Financial Statements, together with the report of Prager Metis CPAs, LLC, independent registered public accounting firm, dated October
22, 2025, appearing on pages 3 through 21 of the Registrant’s 2025 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
2025 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report.
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, 2025, 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 15d-14(c) 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 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, 2025. 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, 2025, 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, 2025, 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 is contained in the Definitive Proxy Statement for the 2025 Annual Meeting of Shareholders and such information
is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information required
by this item appears under the heading “Compensation” in the Definitive Proxy Statement for the 2025 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.
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 2025 Annual Meeting of Shareholders and such information is incorporated herein by reference.
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 2025 Annual Meeting of Shareholders and such information is incorporated
herein by reference.
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 2025 and 2024.
Fiscal Year
Audit fees for fiscal year
2025 and fiscal year 2024 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 documents filed with the SEC.
Audit related fees for fiscal
year 2025 and fiscal year 2024 consist of audits of real estate tax matters and consultations concerning financial accounting and reporting
standards.
12
Table of Contents
Tax fees for fiscal year
2025 and fiscal year 2024 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
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:
(b) Exhibit No.
13* Annual Report to Shareholders.
19* Insider Trading Policy.
13
Table of Contents
* 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 23, 2025 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 23, 2025
Lloyd J. Shulman Officer, and President
(Principal Executive Officer)