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MAYS 10-K & 10-Q changes, risk factors and insider trading

Mays J W Inc. · Nasdaq · Opeators Of Nonresidential Buildings · CIK 54187 · All filings on SEC.gov

Everything below is quoted or computed from Mays J W Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0 / 0risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2025-10-23 (period ending 2025-07-31) with 10-K filed 2024-10-24 (period ending 2024-07-31).

Risk Factors (10-K Item 1A)

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0removed paragraphs
2reworded paragraphs
492 → 488words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded

Paragraph as it now reads, with added and removed wording marked:

Since 2020, the demand for commercial real estate rental space has declined. 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.
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Reworded

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.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.

Reworded

Since 2020, the demand for commercial real estate rental space has declined. 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.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

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36 → 36words in section

The section in the latest 10-K reads in full:

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.

No wording changes found in this section (only numbers or dates changed in 1 paragraph).

Full comparison: every changed paragraph (0)

Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-06-11 (period ending 2026-04-30) with 10-Q filed 2026-03-12 (period ending 2026-01-31).

Risk Factors (10-Q Part II, Item 1A)

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29 → 29words in section

The section in the latest 10-Q reads in full:

There have been no material changes to our risk factors from those disclosed in our Annual Report on Form 10-K for our fiscal year ended July 31, 2025.

No wording changes found in this section.

Full comparison: every changed paragraph (0)

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

16new paragraphs
11removed paragraphs
17reworded paragraphs
2,115 → 2,281words in section

New heading “Nine months ended April 30, 2026 compared to the nine months ended April 30, 2025:”

Removed heading “Six months ended January 31, 2026 compared to the six months ended January 31, 2025:”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: liquidity, inflation, interest rate, regulation
“The Company’s ability to increase cash flows from operations, and to obtain additional sources of borrowings is dependent on many factors such as the continuously evolving local and macroeconomic commercial real estate markets, the effects of the overall economy, fluctuating interest rates, inflation, trends of office versus remote work practices, city and state regulations, and increasing real estate tax assessments. Furthermore, the Company anticipates the need for additional financing in fiscal year 2026 for capital expenditures. …”
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New text topics: inflation, interest rate, regulation
“The Company’s ability to increase cash flows from operations, and to obtain additional sources of borrowings is dependent on many factors such as the continuously evolving local and macroeconomic commercial real estate markets, the effects of the overall economy, fluctuating interest rates, inflation, trends of office versus remote work practices, city and state regulations, and increasing real estate tax assessments. There is no assurance the Company will be successful in securing additional sources of financing when needed.”
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Removed text
“Six months ended January 31, 2026 compared to the six months ended January 31, 2025:”
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New text
“Nine months ended April 30, 2026 compared to the nine months ended April 30, 2025:”
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Removed text topics: liquidity
“As of January 31, 2026, the Company’s only mortgage with a bank had outstanding debt of approximately $3.15 million. While the loan has a stated maturity of April 1, 2040, the mortgage agreement provides the lender with an unconditional right to demand repayment in full at any time through final payment date of April 1, 2040. This mortgage balloon payment demand provision has a significant impact on our financial ratios and the perception of our short-term liquidity. As of this date of filing, the bank has not communicated any intent to accelerate repayment. …”
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New text topics: liquidity
“The Company is considering any strategic opportunities to sell or divest one or more of its properties or real estate assets to manage its liquidity needs, and the determination of whether a particular property should be sold or otherwise disposed of will generally 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.”
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Reworded

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events risk factors or otherwise. You are advised, however, to consultreview any any additional disclosures we make in our annualpublic proxy statement, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-Kfilings and Current Reportsperiodic on Form 8-K filedreports with the Securities and Exchange Commission.

Reworded

Critical accounting policies are defined as those most important to the portrayal of a company’s financial condition and results and require the most difficult, subjective or complex judgments. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amount of revenues, and expenses during the reporting period and related disclosure of contingent assets and liabilities. We believe the critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements. Estimates are based on historical experience, where applicable or other assumptions that management believes are reasonable under the circumstances. There have been no significant changes to our critical accounting policies and estimates during the sixnine - 1515 - -months months ended JanuaryApril 31,30, -1616-- 2026 from those disclosed in the “Management’s Discussion Discussion and Analysis of Financial Condition and Results of Operations” section of our 2025 Annual Report to Shareholders incorporated by by reference into our Annual Report on Form 10-K for the fiscal year ended July 31, 2025.

Reworded

Three months ended JanuaryApril 31,30, 2026 compared to the three months ended April January 31,30, 2025:

Reworded

In the three months ended JanuaryApril 31,30, 2026, the Company reported net loss of $(508,960216,863), or $(.25.11) per share. In the comparable three months ended JanuaryApril 31,30, 2025, the Company reported net lossincome of $(157,681),$86,784, or or $(.08)$.04 per share. The increased loss in the 2026 three months was primarily due to an increase in administration expenses, combined with loss of tenants and rent concessions granted; partially offset by severalrent new leases.escalations.

Reworded

Revenues in the current three months decreased to $5,211,482$5,314,751 from $5,632,151 $5,643,444 in the comparable three months ended JanuaryApril 31,30, 2025, primarily due to loss of tenants and rent concessions granted of $213,942$210,409; partially offset by severalrent new leases.escalations.

Removed

Real estate operating expenses in the current three months of $4,127,284 approximated $4,128,415 in the comparable three months ended January 31, 2025.

Removed

Administrative and general expenses increased in the current three months to $1,325,921 from $1,251,875 in the comparable three months ended January 31, 2025, primarily due to increases in professional fees and executive payroll; partially offset by decreases in other administrative cost.

Removed

Depreciation expense in the current three months increased to $470,677 from $445,274 in the comparable three months ended January 31, 2025 primarily due to tenant improvements placed in service at various buildings.

Removed

Other income and interest expense improved in the current three months to $(3,560) compared to $(21,561) in the comparable three months ended January 31, 2025, primarily due to decreased in interest expense.

Removed

Six months ended January 31, 2026 compared to the six months ended January 31, 2025:

Removed

In the six months ended January 31, 2026, the Company reported net loss of $(842,987), or $(.42) per share. In the comparable six months ended January 31, 2025, the Company reported net loss of $(131,024), or $(.07) per share. The increase in loss for the 2026 six months was primarily due to increase in real estate operating expenses combined with loss of tenants and rent concessions granted; partially offset by several new leases.

Removed

Revenues in the current six months decreased to $10,462,896 from $11,182,573 in the comparable six months ended January 31, 2025, primarily due to loss of tenants and rent concessions granted of $333,942; partially offset by several new leases.

Reworded

Real estate operating expenses in the current sixthree months increased to $8,204,797 $3,999,990 from $7,878,554$3,822,276 in the comparable sixthree months ended JanuaryApril 31,30, 2025, primarily due to an increaseincreases in real estate taxes, insurance, utilities, and maintenance expenses,cost, insurance cost, and acommission loss on fixed asset disposalexpense; partially offset by decreases in building payroll costs.cost and license and permits.

Reworded

Administrative and general expenses decreased in the current six three months to $2,515,739 $1,164,625 from $2,544,628$1,239,480 in the comparable sixthree months ended JanuaryApril 31,30, 2025, primarily due to a decreasedecreases in professional fees, and pension expenses; partially offset by increases in other administrative cost.expenses.

Reworded

Depreciation expense in the current sixthree months increasedof to$471,707 $942,939approximated $457,285 from $889,340 in the comparable sixthree months ended JanuaryApril 31,30, 2025 primarily due to tenant improvements placed in service at various buildings.2025.

Reworded

Other income (expense) and interest expense improved in the current sixthree months to $5,592 $12,708 income compared to $(41,0753,326) loss in the comparable sixthree months ended JanuaryApril 31,30, 2025, primarily due to increased dividend and interest income, anddecreased a decrease in interest expense.

Added

Nine months ended April 30, 2026 compared to the nine months ended April 30, 2025:

Added

In the nine months ended April 30, 2026, the Company reported net loss of $(1,059,850), or $(.53) per share. In the comparable nine months ended April 30, 2025, the Company reported net loss of $(44,240), or $(.02) per share. The increase in loss for the 2026 nine months was primarily due to loss of tenants and rent concessions granted combined with increases in real estate operating expenses; partially offset by rent escalations and decreases in general and administrative expenses.

Added

Revenues in the current nine months decreased to $15,777,647 from $16,814,724 in the comparable nine months ended April 30, 2025, primarily due to loss of tenants and rent concessions granted of $544,351; partially offset by rent escalations.

Added

Real estate operating expenses in the current nine months increased to $12,204,787 from $11,700,830 in the comparable nine months ended April 30, 2025, primarily due to an increase in real estate taxes, insurance, utilities, commissions, and maintenance expenses, and a loss on fixed asset disposal; partially offset by decreases in payroll cost and license and permits.

Added

Administrative and general expenses decreased in the current nine months to $3,680,364 from $3,784,108 in the comparable nine months ended April 30, 2025, primarily due to a decrease in professional fees, and pension expenses; partially offset by increases in executive payroll and other administrative cost.

Added

Depreciation expense in the current nine months increased to $1,414,646 from $1,346,625 in the comparable nine months ended April 30, 2025 primarily due to tenant improvements placed in service at various buildings.

Added

Other income (expense) and interest expense improved in the current nine months to $18,300 income compared to $(44,401) loss in the comparable nine months ended April 30, 2025, primarily due to increased dividend and interest income, and a decrease in interest expense.

Reworded

- 1616 - --1717--

Reworded

Effective October 1, 2025 the Company leased approximately 9,500 square feet feet at the Company’s Fishkill, New York building for use as storage space for three months expiring December 31, 2025. Total rent was of $46,526 wasand prepaid at lease commencement. Brokeragebrokerage commissions were $2,187.

Reworded

In October 2025, a tenant who occupies 31,438 square feet at the Company’s Company’s Jowein building in Brooklyn, New York extended their lease from May 2026 to October 2026, and was given a rent concession of $361,637 $375,165 effective November 2025 to October 2026. In May 2026, this tenant advised they are vacating the space 6/30/2026. Loss of rent is approximately $243,000.

Added

In January 2026, a tenant who occupies 1,000 square feet at the Company’s 9 Bond Street building in Brooklyn, New York extended their lease for five years from February 01st, 2026. Annual rent is $42,000 with yearly rent escalations.

Added

In March 2026, the Company leased approximately 1,500 square feet at the Company’s 9 Bond Street building in Brooklyn, New York for five years effective August 1st, 2026. Annual rent is $126,000 with yearly rent escalation from year two. Brokerage commissions were $53,293.

Added

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

Added

In April 2026, a tenant who occupies 13,451 square feet at the Company’s 9 Bond Street building in Brooklyn, New York 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.

Added

-1818--

Reworded

The following table summarizes our cash flow activity for the six nine months ended JanuaryApril 31,30, 2026 and 2025:

Reworded

Deferred Expenses: The Company incurred $87,842 $141,135 for brokerage commissions during the sixnine months ended JanuaryApril 31,30, 2026. Commissions due were for two new tenant leases at the Company’s Jowein property, one Joweintenant for the Brooklyn property and one tenant for the Massapequa premises.

Reworded

Accounts Payable and Accrued Expenses: The Company recorded an accounts payable of $637,200$611,597 related to capital improvements during the sixnine months ended January 31,April 30, 2026.

Reworded

During the sixnine months ended JanuaryApril 31,30, 2026, the Company had expenditures for tenant improvements of:

Removed

- 1717 - -

Reworded

As of JanuaryApril 31,30, 2026, the Company anticipates incurring an additional $12 $7.8 million in capital expenditures over the next twelve months ending JanuaryApril 31,30, 2027. The Company’s primary source of liquidity is 1) cash provided by operations, and 2) borrowings (the company has received two loan commitments and are in the final stages of securing these loans to fund capital expenditures).borrowings. Total liquidity as of JanuaryApril 31, 30, 2026 consists of cash and cash equivalents of $434,420. $2,110,713. Total liquidity includes proceeds from fixed rate borrowings as of January 31,April 30, 2026.

Removed

As of January 31, 2026, the Company’s only mortgage with a bank had outstanding debt of approximately $3.15 million. While the loan has a stated maturity of April 1, 2040, the mortgage agreement provides the lender with an unconditional right to demand repayment in full at any time through final payment date of April 1, 2040. This mortgage balloon payment demand provision has a significant impact on our financial ratios and the perception of our short-term liquidity. As of this date of filing, the bank has not communicated any intent to accelerate repayment. The Company maintains a positive relationship with the bank and remains in full compliance with terms of the loan provisions. Although the interest rate is currently favorable, the Company may choose to refinance the mortgage, however, the bank is under no obligation to refinance if or when a balloon payment comes due upon demand.

Added

As disclosed in Note 11 - Subsequent Event, on May 12, 2026, the Company obtained a non-revolving line of credit and building loan mortgage with a bank & trust in the amount of $8,000,000. The Company was advanced approximately $2,000,000 at closing of the loan and intends to use such proceeds and additional advances to draw down on the entire $8,000,000 before a Fishkill, New York property expansion project is completed for an existing tenant.

Added

The Company’s ability to increase cash flows from operations, and to obtain additional sources of borrowings is dependent on many factors such as the continuously evolving local and macroeconomic commercial real estate markets, the effects of the overall economy, fluctuating interest rates, inflation, trends of office versus remote work practices, city and state regulations, and increasing real estate tax assessments. There is no assurance the Company will be successful in securing additional sources of financing when needed.

Added

The Company is considering any strategic opportunities to sell or divest one or more of its properties or real estate assets to manage its liquidity needs, and the determination of whether a particular property should be sold or otherwise disposed of will generally 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.

Added

-1919-- The Company has engaged Newmark Group, Inc. to actively market 25 Elm Place, Brooklyn, New York for sale to unaffiliated third-party prospective buyers. These marketing efforts are in their early stages and will remain ongoing for the foreseeable future. Any decision by the Company to enter into a sale transaction of the Property will be approved by the Company’s Board of Directors. There can be no assurances regarding whether a sale of the Property will take place nor on the timing of such a sale.

Removed

The Company’s ability to increase cash flows from operations, and to obtain additional sources of borrowings is dependent on many factors such as the continuously evolving local and macroeconomic commercial real estate markets, the effects of the overall economy, fluctuating interest rates, inflation, trends of office versus remote work practices, city and state regulations, and increasing real estate tax assessments. Furthermore, the Company anticipates the need for additional financing in fiscal year 2026 for capital expenditures. There is no assurance the Company will be successful in securing additional sources of financing when needed. In the event we are unable to secure additional sources of financing and our liquidity needs exceed our access to liquidity, we may need to sell or divest one or more of our properties or real estate assets to manage our liquidity needs, thus reducing our earnings and such property sale may be necessary at an inopportune time and on unfavorable terms. The determination of whether a particular property should be sold or otherwise disposed of will generally be made after consideration of relevant factors, including tax implications, prevailing economic conditions, other investment opportunities, and considerations specific to the condition, value, and financial performance of the property and the Company’s liquidity needs.

Removed

- 1818 - -

MAYS insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

No Form 4 stock transactions in this period.

Well-known investors holding MAYS (13F)

None of the 59 investors we track reported a position in their latest 13F.

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