MAYS J W INC

J.W. Mays, Inc. owns and operates commercial real estate properties, a business founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927, with executive offices at Nine Bond Street, Brooklyn, New York 11201. The Company's portfolio spans retail, office, warehouse, fast food and beverage, dental and medical, and restaurant tenancies across seven properties in Brooklyn, New York; Jamaica, New York; Fishkill, New York; Levittown, New York; Massapequa, New York; and Circleville, Ohio. The commercial real estate leasing market in which the Company operates is subject to changes in the rate of economic growth both nationally and locally, changes in interest rates, changes in the financial condition of customers, changes in the regulatory environment including increasing local, state, and federal requirements and taxes, an increasing trend of lease cancellations and loss of key tenants, and increasing competition by other landlords and building management companies, including the use of artificial intelligence and other advanced technologies among competitors. As online retail operations continue to expand nationwide, retailers face increased competition which reduces the need for the leasing of properties, and 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, and it seeks to lease its properties to tenants with adequate finances, though 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's competitive positioning rests on long-duration tenant relationships and a geographically concentrated portfolio of owned and leased commercial properties. 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, and certain conflicts of interest may be perceived by the relationship between the Company and its largest shareholder. The Company faces increasing competition by other landlords and building management companies, including the use of artificial intelligence and other advanced technologies among competitors, and competition from online retail operations that reduces the need for leasing of properties. The Company's stated approach is to emphasize retention of tenants over a long period of time and to lease properties to tenants with adequate finances. The Company's largest property, the Brooklyn Fulton Street at Bond Street property, comprises 380,000 square feet ¹, and the Jamaica Avenue at 169th Street property comprises 297,000 square feet ². The Company's aggregate portfolio includes properties totaling 380,000 square feet , 17,000 square feet ³, 10,500 square feet ⁴, 201,000 square feet ⁵, 297,000 square feet , 203,000 square feet ⁶, 10,000 square feet ⁷, 133,400 square feet ⁸, and 193,350 square feet ⁹.

The Company generates revenue primarily through rental income from commercial real estate leases across its seven properties, supplemented by tenant reimbursements and other property-related income. The portfolio is diversified across retail, office, warehouse, fast food and beverage, dental and medical, and restaurant tenancies. The Brooklyn Fulton Street at Bond Street property is leased to twenty-five tenants of which seven are retail tenants, four are fast food/beverage restaurants, eleven occupy office space, and three are dental or medical offices ¹⁰. The Jowein building at Elm Place is 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 ¹¹. The Jamaica Property is leased to eleven tenants: four tenants are retail, one restaurant, and six occupy office space ¹². The Fishkill property is leased to a community college and other tenants, the Levittown property is leased to a restaurant, the Massapequa property is subleased to one tenant, and the Circleville property is leased to one tenant for warehouse and distribution facilities. The Company's business model is transactional in nature, with rental income recognized over the lease term and lease renewals, extensions, and new leases negotiated as they come due.

The Company's property portfolio comprises seven operating properties. The Brooklyn, New York Fulton Street at Bond Street property comprises 380,000 square feet , of which 90% is owned by the Company and the remaining 10% is leased by the Company under five separate leases with expiration dates of December 8, 2043 (one lease, with one thirty-year renewal option through December 8, 2073), April 30, 2031 (one lease), and April 30, 2044 (three leases) ¹³. One tenant leased in excess of 10% of the rentable square footage, a department store occupying 20.60% ¹⁴. The Livingston Street property comprises truck bays, passage facilities and tunnel of approximately 17,000 square feet and a building of 10,500 square feet , leased under a long-term lease with the City of New York and another landlord expiring in 2043 with a renewal option to 2073 ¹⁵. The Brooklyn Jowein building at Elm Place comprises 201,000 square feet , with two tenants each occupying office space of 15.64% and 12.59% respectively ¹⁶. The Jamaica, New York Jamaica Avenue at 169th Street property comprises 297,000 square feet , with four tenants each occupying in excess of 10% of the rentable square footage: two retail stores occupying 15.86% and 17.66% respectively, and two office tenants occupying 17.34% and 12.83% respectively ¹⁷. The Fishkill, New York property comprises 203,000 square feet located on 14.6 acres ¹⁸. The Levittown, New York property comprises 10,000 square feet located on 75,800 square feet of land ¹⁹. The Massapequa, New York property comprises 133,400 square feet . The Circleville, Ohio property comprises 193,350 square feet located on 11.6 acres ²⁰.

During 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, and it has commenced a process to actively market 25 Elm Place in Brooklyn, New York for sale to unaffiliated third-party prospective buyers, while continuing to lease and operate Elm Place as usual and engaging existing tenants regarding a review of their current leases, which may include renewal, modification and/or relocation, subject to board approval. The Company entered into new secured loans in fiscal 2026 with existing lenders with respect to the Fishkill, NY and Circleville, OH properties. In April 2026, the Company leased an additional 75,500 square feet ²¹ to an existing tenant at the Fishkill property for fifteen years effective September 1, 2026, with annual rent of $1,423,930 ²² and yearly rent escalations from year three, and total brokerage commissions of $595,000 ²³. In August 2025, the Company leased 5,500 square feet ²⁴ of retail space at Elm Place to a new tenant, with monthly rent of $15,000 ²⁵ and annual rent increases, and brokerage commissions of $73,487 ²⁶. In March 2026, the Company leased approximately 1,500 square feet ²⁷ at the Brooklyn Fulton Street at Bond Street property for five years effective August 1st, 2026, with annual rent of $126,000 ²⁸ and yearly rent escalation from year two, and brokerage commissions of $53,293 ²⁹. In April 2026, a tenant who occupies 13,451 square feet ³⁰ at the Brooklyn Fulton Street at Bond Street property extended their lease for seven years from August 1st, 2026, with annual rent of $484,236 ³¹ and yearly rent escalations, and total brokerage commissions of $125,209 ³². In July 2026, a tenant who occupies 78,287 square feet ³³ at the Brooklyn Fulton Street at Bond Street property was granted a rent concession of $240,000 ³⁴ for the period August 2026 to January 2027. In July 2026, a tenant who occupies 1,140 square feet ³⁵ at the Brooklyn Fulton Street at Bond Street property terminated their lease effective August 11th, 2026, with an annual loss of rent of approximately $76,800 ³⁶. In May 2026, a tenant who occupies 10,569 square feet ³⁷ at Elm Place provided notice they are leaving effective June 30, 2026, with an annual loss of rent of approximately $404,447 ³⁸. In February 2026, a tenant who occupies 38,109 square feet ³⁹ at the Jamaica Property extended their lease from December 2025 to September 30, 2029, with a sixty days' notice cancelation clause, and annual rent of $1,099,445 ⁴⁰. 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 ⁴¹ and 508 Fulton Street in the amount of $5,466 ⁴².

The Company's high-level financial performance reflects a portfolio of seven operating properties generating rental income across retail, office, warehouse, and restaurant tenancies. The Company has 26 full time employees ⁴³ 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 ⁴⁴. The Company has not declared any cash dividends on its common stock during the year ended July 31, 2026 and does not anticipate paying any dividends in the foreseeable future. During the year ended July 31, 2026, the Company did not repurchase any of its outstanding equity securities. The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $19,911,516 ⁴⁵ as of January 31, 2026 based on the average of the bid and asked price of the stock reported for such date. The number of shares outstanding of the registrant's common stock as of October 1, 2026 was 2,015,780 ⁴⁶. On October 1, 2026, the Company had approximately 500 shareholders of record ⁴⁷.

The Company's growth vector centers on the active marketing of 25 Elm Place in Brooklyn, New York for sale to unaffiliated third-party prospective buyers, a process commenced in fiscal 2026 as part of evaluating strategic opportunities to potentially sell or divest one or more real estate properties to manage 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 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. 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.

A second growth vector is the leasing of vacant and available space across the portfolio. At the Fishkill property, there are approximately 80,500 square feet ⁴⁸ of the building available for lease, and 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. At the Massapequa property, 20,000 square feet ⁴⁹ of the property is available for sublease. At the Brooklyn Fulton Street at Bond Street property, the Company uses 17,810 square feet ⁵⁰ of available space. The Company's leasing activity in fiscal 2026 included the April 2026 lease of an additional 75,500 square feet to an existing tenant at the Fishkill property for fifteen years effective September 1, 2026, with annual rent of $1,423,930 and yearly rent escalations from year three, and total brokerage commissions of $595,000 . The Company also leased 5,500 square feet of retail space at Elm Place to a new tenant in August 2025, with monthly rent of $15,000 and annual rent increases, and brokerage commissions of $73,487 .

The Company's margin and cost outlook is shaped by the cost of fitting up properties for new tenants, which may be limited by increasing costs required to make improvements to property leased to tenants. As the cost of fitting up properties increases, the Company may be required to wait and forsake opportunities that would be revenue producing until such time that it obtains the necessary financing of such ventures, and 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. The Company may also be subject to environmental liability as an owner or operator of properties, and many of its properties are old, so when fitting up a property for a new tenant, the Company may find materials and the like that could be deemed to contain hazardous elements requiring remediation or encapsulation. Real estate taxes across the portfolio include $3,229,525 per year ⁵¹ at the Brooklyn Fulton Street at Bond Street property at an averaged rate of $11.171 per $100 of assessed valuation ⁵², $891,272 per year ⁵³ at the Jowein building at Elm Place at an averaged rate of $11.284 per $100 of assessed valuation ⁵⁴, $1,208,166 per year ⁵⁵ at the Jamaica Property at an averaged rate of $10.487 per $100 of assessed valuation ⁵⁶, $123,846 per year ⁵⁷ at the Fishkill property at an averaged rate of $2.401 per $100 of assessed valuation ⁵⁸, $186,759 per year ⁵⁹ at the Levittown property at an averaged rate of $962.941 per $100 of assessed valuation ⁶⁰, $290,940 per year ⁶¹ at the Massapequa property at an averaged rate of $825.616 per $100 of assessed valuation ⁶², and $41,467 per year ⁶³ at the Circleville property at an averaged rate of $5.490 per $100 of assessed valuation ⁶⁴.

The Company's operational outlook is anchored in its owned and leased property portfolio and its workforce of 26 full time employees . The Company 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 , and it considers that its labor relations with its employees and union are good. The Company relies on third-party service providers to help manage its information systems, including network security service providers with experienced information technology professionals, and it works with third parties to identify, assess, and manage actual and perceived cybersecurity threats and risks. The Company's operations rely on third-party service providers and software programs, including accounting and financial reporting-related systems obtained from third-party service providers, which are necessary for the efficient and consistent operation of its business. The Company maintains a process to identify and evaluate cybersecurity risks and incidents associated with key third-party providers, and when utilizing third-party software for key services, it seeks to engage those that are reliable, reputable, and maintain cybersecurity controls. The Company's management, represented by its Chief Financial Officer, provides leadership for implementation and maintenance of its cybersecurity risk management processes, and management oversees the Company's managed IT solutions service provider, which includes business continuity through managed data backup utilizing best practices including cloud-based disaster recovery, multi-vector security protection with real-time protection against security threats across email, browsers, files, and infrastructure resources, patch management for Windows and certain third-party application updates, and infrastructure monitoring with 24x7 monitoring, alerting and maintenance of various office and cloud systems.

The Company's capital allocation priorities center on retaining future earnings, if any, for use in its business, as it has not declared any cash dividends on its common stock during the year ended July 31, 2026 and does not anticipate paying any dividends in the foreseeable future. Any decisions as to future payments of dividends will depend on the Company's earnings, cash flows, financial position, and such other facts the Board in its sole discretion deems relevant. During the year ended July 31, 2026, the Company did not repurchase any of its outstanding equity securities. The Company entered into new secured loans in fiscal 2026 with existing lenders with respect to the Fishkill, NY and Circleville, OH properties. The Company's capital expenditure plans include plans to renovate vacant space upon the execution of future leases to tenants at the Fishkill property, although no assurances can be made as to when or if such leases will be entered into. The Company's investment in property development may be limited by increasing costs required to make improvements to property leased to tenants, and as the cost of fitting up properties increases, the Company may be required to wait and forsake opportunities that would be revenue producing until such time that it obtains the necessary financing of such ventures, which 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.

The Company faces structural headwinds including 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 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 its properties; changes in the financial condition of its customers; changes in the regulatory environment and particularly burdens of increasing local, state, and federal requirements and taxes; an increasing trend of lease cancellations and loss of key tenants at its properties; changes in its estimates of costs; loss of key personnel; war and/or terrorist attacks, global, national and local political unrest and protests that 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 its loan covenants; the impact of climate change on its properties and the geographic regions in which it operates; recoverability of claims against its customers and others by it and claims by third parties against it; changes in estimates used in its critical accounting policies; cybersecurity and data privacy breach threats or incidents; and pandemics and the related trends of office versus remote work practices.

The Company's growth plan is subject to execution risks including the risk that the sale of Elm Place may not take place or may not take place on favorable terms, as there can be no assurances when the sale of Elm Place will take place or if a sale will take place at all. The Company's ability to lease vacant space is subject to the risk that as the cost of fitting up properties increases, it may be required to wait and forsake opportunities that would be revenue producing until such time that it obtains the necessary financing of such ventures. The Company's tenant retention is subject to the risk that 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's portfolio is concentrated in the New York metropolitan area and Ohio, and its properties are subject to the impact of climate change on its properties and the geographic regions in which it operates. The Company's 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, and a shareholder not a part of the controlling group will be outvoted on any issue in which it disagrees with the controlling shareholder group.

The most material risks to J.W. Mays, Inc. center on its controlling shareholder structure, tenant concentration, and liquidity. 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, and a shareholder not a part of the controlling group will be outvoted on any issue in which it disagrees with the controlling shareholder group, with certain conflicts of interest that may be perceived by the relationship between the Company and its largest shareholder. Tenant concentration is significant: at the Brooklyn Fulton Street at Bond Street property, one tenant leased in excess of 10% of the rentable square footage, a department store occupying 20.60% ; at the Jowein building at Elm Place, two tenants each occupy office space of 15.64% and 12.59% respectively ; and at the Jamaica Property, four tenants each occupy in excess of 10% of the rentable square footage, with two retail stores occupying 15.86% and 17.66% respectively and two office tenants occupying 17.34% and 12.83% respectively . The Company faces an increasing trend of lease cancellations and loss of key tenants at its properties, and in May 2026 a tenant who occupies 10,569 square feet at Elm Place provided notice they are leaving effective June 30, 2026, with an annual loss of rent of approximately $404,447 , while in July 2026 a tenant who occupies 1,140 square feet at the Brooklyn Fulton Street at Bond Street property terminated their lease effective August 11th, 2026, with an annual loss of rent of approximately $76,800 . The Company's liquidity depends on the success of its process to actively market 25 Elm Place in Brooklyn, New York for sale to unaffiliated third-party prospective buyers, and there can be no assurances when the sale of Elm Place will take place or if a sale will take place at all. The Company is subject to existing indebtedness, including the potential for accelerated maturities, and to compliance with its loan covenants, and it entered into new secured loans in fiscal 2026 with existing lenders with respect to the Fishkill, NY and Circleville, OH properties. 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.

Management's message to shareholders emphasizes the Company's long-standing ownership and operation of commercial real estate properties, a business founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927, and its focus on tenant retention over a long period of time which helps in difficult economic conditions. The strategic priorities management has chosen to emphasize for the period ahead are, first, the evaluation of strategic opportunities to potentially sell or divest one or more of its real estate properties to manage its liquidity needs, including the active marketing of 25 Elm Place in Brooklyn, New York for sale to unaffiliated third-party prospective buyers, while continuing to lease and operate Elm Place as usual and engaging existing tenants regarding a review of their current leases, which may include renewal, modification and/or relocation, subject to board approval; second, the leasing of vacant and available space across the portfolio, including the approximately 80,500 square feet of the Fishkill building available for lease, the 20,000 square feet of the Massapequa property available for sublease, and the 17,810 square feet of available space used by the Company at the Brooklyn Fulton Street at Bond Street property, with 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; and third, the management of liquidity through new secured loans entered into in fiscal 2026 with existing lenders with respect to the Fishkill, NY and Circleville, OH properties. Management states that there can be no assurances when the sale of Elm Place will take place or if a sale will take place at all. Management's forward-looking statements include assumptions about future market conditions, operations and financial results, and are subject to risks and uncertainties, and the Company assumes no obligation to update these forward-looking statements or to advise of changes in the assumptions on which they were based.