UNITED STATES SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM 10-K

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

 For the fiscal year ended
 July 31, 2025

 OR

 o
 TRANSITION 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
 State or Other Jurisdiction of Incorporation or Organization

 11-1059070
 I.R.S. Employer Identification No.

 9 Bond Street, Brooklyn, New York
 Address of Principal Executive Offices

 11201
 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

 Common Stock, $1 par value

 Trading Symbol(s)

 MAYS

 Name of each exchange on which registered

 NASDAQ

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

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

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 x

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 x No o

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 x 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 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

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

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

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

 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

 J.W.
MAYS, INC.

FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2025

 TABLE
OF CONTENTS

 Page

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

 Item
 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
 Securities

 Item 6. [Reserved]

 Item
 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Financial Statements and Supplementary Data

 Item
 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item
 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accountant Fees and Services

 Item 15. Exhibits and Financial Statement Schedules

 Item 16. Form 10-K Summary

 Signatures

 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.

 Name

 Age

 Business Experience During

the Past Five Years

 First Became

Such Officer

or Director

 Lloyd J. Shulman

 President

 November, 1978

 Chairman
 of the Board and Chief Executive Officer

 November, 1996

 Ward N. Lyke, Jr.

 Vice President

 February, 1984

 Chief Financial Officer and Treasurer

 January, 2024

 George Silva

 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
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

 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.

 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:

 •

 changes in the rate of economic growth, and interest rates both nationally and locally;

 •

 existing indebtedness, including the potential for accelerated maturities;

 •

 the ability to obtain additional financing at reasonable costs and interest rates;

 •

 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;

 •

 lease cancellations and particularly loss of key tenants;

 •

 changes in our estimates of costs;

 •

 loss of key personnel;

 •

 war and/or terrorist attacks 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 companies;

 •

 compliance with our loan covenants;

 •

 climate change;

 •

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

 •

 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.

 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.

 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:

 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.

 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

 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

)

 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.

 Rent

 Year

Ended

 Rate

 Year

Ended

 Area

Rent

 62.31%

 7/31/2026

 42,624

 $

 2,039,732

 9.078

 63.38%

 7/31/2027

 3,558

 156,431

.696

 59.51%

 7/31/2028

 6,633

 247,409

 1.101

 51.83%

 7/31/2030

 85,990

 2,173,989

 9.675

 52.69%

 7/31/2031

 1,090

 45,126

.201

 7/31/2032

 47,668

 2,389,959

 10.636

 7/31/2033

 1,140

 82,174

.366

 7/31/2034

 5,632

 159,653

.711

 7/31/2035

 3,200

 166,606

.741

 197,535

 $

 7,461,079

 33.205

 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.

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.

 Rent

 Year

Ended

 Rate

 Year

Ended

 Area

Rent

 72.54%

 7/31/2026

 28,476

 $

 755,365

 3.362

 80.84%

 7/31/2027

 4,880

.021

 83.46%

 7/31/2028

 13,000

 503,285

 2.240

 81.79%

 7/31/2029

 51,745

.230

 83.52%

 7/31/2030

 31,438

 1,070,582

 4.765

 7/31/2036

 12,105

 52,632

.234

 7/31/2037

 42,725

 1,912,368

 8.511

 7/31/2059

 19,437

 147,632

.657

 147,986

 $

 4,498,489

 20.020

 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.

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.

 Rent

 Year

Ended

 Rate

 Year

Ended

 Area

Rent

 80.41%

 7/31/2026

 38,109

 $

 1,160,852

 5.166

 80.51%

 7/31/2027

 6,600

 219,463

.977

 80.58%

 7/31/2029

 121,589

 2,666,051

 11.865

 80.58%

 7/31/2030

 24,000

.107

 80.99%

 7/31/2034

 70,884

 1,661,863

 7.396

 7/31/2035

 2,051

 72,098

.321

 7/31/2040

 6,761

 —

 —

 246,141

 $

 5,804,327

 25.832

 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.

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

 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, 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.

 Rent

 Year

Ended

 Rate

 Year

Ended

 Area

Rent

 20.42%

 7/31/2036

 47,000

 $

 989,690

 4.405

 22.27%

 22.27%

 27.26%

 24.69%

 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.

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).

 Rent

 Year

Ended

 Rate

 Year

Ended

 Area

Rent

 7/31/2028

 Building

 10,000

 $

 462,472

 2.058

 Land

 75,800

 85,800

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.

 Rent

 Year

Ended

 Rate

 Year

Ended

 Area

Rent

 93.75%

 7/31/2030

 133,400

 $

 800,236

 3.561

 88.76%

 85.01%

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.

 Rent

 Year

Ended

 Rate

 Year

Ended

 Area

Rent

 99.30%

 7/31/2029

 193,350

 $

 1,360,021

 6.053

 99.30%

 99.30%

 97.75%

 96.72%

 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.

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.

 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 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]

 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 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.

 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.

 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

 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.

 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 2025 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 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

 2025

 2024

 Audit fees

 $
 190,000

 $
 180,000

 Audit related fees

 13,400

 12,800

 Tax fees

 45,000

 45,000

 All other fees

 15,178

 —

 Total Fees

 $
 263,578

 $
 237,800

 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.

 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:

 1.
 The Consolidated Financial Statements and report of Prager Metis CPAs, LLC, independent registered public
accounting firm, dated October 22, 2025, set forth on pages 3 through 21 of the Company's 2025 Annual Report to Shareholders.

 2.
 See accompanying Index to the Company's Consolidated Financial Statements and Schedules on page
16.

 (b)
 Exhibit No.

 3.1
 Certificate 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.

 3.2
 By-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#
 Employment
 Agreement dated as of August 1, 2023 between J.W. Mays, Inc. and Lloyd J. Shulman - incorporated by reference to Exhibit 10(ii) to
 the Company's Form 10-K filed on October 19, 2023.

 10.3#
 Employment Agreement dated as of August 1, 2023 between J.W. Mays, Inc. and Mark Greenblatt - incorporated
by reference to Exhibit 10(ii) to the Company's Form 10-K filed on October 19, 2023.

 10.4#
 Employment Agreement dated as of August 1, 2023 between J.W. Mays, Inc. and Ward N. Lyke, Jr. - incorporated
by reference to Exhibit 10(ii) to the Company's Form 10-K filed on October 19, 2023.

 10.5#
 Employment Agreement dated as of August 1, 2023 between J.W. Mays, Inc. and George Silva - incorporated
by reference to Exhibit 10(ii) to the Company's Form 10-K filed on October 19, 2023.

 10.6*
 Consulting Agreement, dated as of January 1, 2024, between Mr. Mark Greenblatt and J. W. Mays, Inc. - incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, filed on January 2, 2024, as amended by that amended Consulting Agreement, dated as of October 22, 2024, between Mr. Mark Greenblatt and J.W.Mays, Inc - filed herewith.

 13*
 Annual Report to Shareholders.

 19*
 Insider Trading Policy.

 List 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.

 Clawback 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 period
Consolidated Statements of Shareholders' Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial
Statements.

 104**

 *
 Filed herewith

 #
 Indicates management contract or compensatory plan.

 **
 Submitted electronically with the report

 ITEM 16.
 FORM 10-K SUMMARY

 None.

 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)

 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

 Lloyd J. Shulman

 Officer, and President

 (Principal Executive Officer)

 /s/ WARD N. LYKE, JR.

 Vice President, Chief Financial Officer

 Ward N. Lyke, Jr.

 and Treasurer

 (Principal Financial and Accounting Officer)

 /s/ JENNIFER L. CARUSO

 Jennifer L. Caruso

 /s/ ROBERT L. ECKER

 Robert L. Ecker

 /s / STEVEN GURNEY-GOLDMAN

 Steven Gurney-Goldman

 /s/ MARK S. GREENBLATT

 Mark S. Greenblatt

 /s/ MELINDA KOSTER

 Melinda Koster

 /s/ DEAN L. RYDER

 Dean L. Ryder

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, 2025, which are incorporated
herein by reference:

 Report of Independent Registered
Public Accounting Firm (PCAOB ID No. 273) (pages 20-21)

 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 7-17)

 Financial Statement Schedules

 Real Estate and Accumulated
Depreciation (page 18)

 Report of Management (page
19)

 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.


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-K

 (Mark One)

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

 For the fiscal year ended: December 31, 2023

 or

 o

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

 For Transition period _______________

 Commission File Number of issuing entity: 333-205943,
333-228394, 333-264933

Central Index Key Number of issuing entity: 0001552111

 BARCLAYS DRYROCK ISSUANCE TRUST

 (Exact Name of Issuing Entity as Specified
in Its Charter)

(Issuer of the Notes)

 Central Index Key Number of depositor: 0001551964

 BARCLAYS DRYROCK FUNDING LLC

 (Exact Name of Depositor as Specified in Its
Charter)

 Central Index Key Number of sponsor: 0001551423

 BARCLAYS BANK DELAWARE

 (Exact Name of Sponsor as Specified in Its
Charter)

 Delaware

 (State or Other Jurisdiction of Incorporation

or Organization of the Issuing Entity)

 c/o Wilmington Trust, National Association

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

 (Address of Principal Executive Offices

of Issuing Entity)

 (302) 651-1000

 (Telephone number, including area code)

 30-6324196

 (I.R.S. Employer Identification No.)

 Not Applicable

(Former name, former address, if changed since last report)

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

 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. o Yes No

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

 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 o No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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
Non-accelerated filer
Smaller reporting company o
Emerging growth company o

 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). o Yes No

 State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

 Registrant has no voting or non-voting common equity outstanding
held by non-affiliates as of the date of this report, has not been involved in bankruptcy proceedings during the past five years and is
not a corporate registrant.

 Documents Incorporated by Reference. None.

 The following Items have been omitted in accordance with General
Instruction J to Form 10–K:

 Item 1: Business.

 Item 1A: Risk Factors.

 Item 1C: Cybersecurity

 Item 2: Properties.

 Item 3: Legal Proceedings.

 Item 1B. Unresolved Staff Comments.

 Not Applicable.

 Item 4: Mine Safety Disclosures.

 Not Applicable.

 The following Items have been omitted in accordance with General
Instruction J to Form 10–K:

 Item 5:

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 7:

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A:

 Quantitative and Qualitative Disclosures about Market Risk.

 Item 8:

 Financial Statements and Supplementary Data.

 Item 9:

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 Item 9A:

 Controls and Procedures.

 Item 9B: Other Information.

 None.

 The following Items have been omitted in accordance with General
Instruction J to Form 10–K:

 Item 10:

 Directors, Executive Officers and Corporate Governance.

 Item 11:

 Executive Compensation.

 Item 12:

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13:

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14:

 Principal Accounting Fees and Services.

 Item 15. Exhibit and Financial Statement Schedules.

 (a)(1) Not
Applicable.

 (a)(2) Not
Applicable.

 (a)(3) See
Item 15(b) below.

 (b) Exhibits

 The exhibits listed below are either included
or incorporated by reference as indicated:

 Exhibit

 Number

 Description

 3.1

 Second Amended and Restated Limited Liability Company Agreement of Barclays Dryrock Funding LLC dated as of June 7, 2012, as amended and restated as of August 1, 2012 and as further amended and restated as of December 17, 2013 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 3.1.1

 First Amendment to Second Amended and Restated Limited Liability Company Agreement of Barclays Dryrock Funding LLC dated as of May 13, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2016 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.1

 Amended and Restated Receivables Purchase Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, between Barclays Dryrock Funding LLC and Barclays Bank Delaware (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 4.1.1

 First Amendment to Amended and Restated Receivables Purchase Agreement dated as of April 1, 2022, among Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2022 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.2

 Amended and Restated Transfer Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, among Barclays Dryrock Funding LLC, Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 4.2.1

 First Amendment to Amended and Restated Transfer Agreement dated as of March 1, 2017, among Barclays Dryrock Funding LLC, Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2017 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.2.2

 Second Amendment to Amended and Restated Transfer Agreement dated as of April 1, 2022, among Barclays Dryrock Funding LLC, Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2022 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.3

 Amended and Restated Indenture for the Notes dated as of August 1, 2012, as amended and restated as of December 17, 2013, between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 4.3.1

 First Amendment to Amended and Restated Indenture for the Notes dated as of July 6, 2015, between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2015 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 4.4.1

 Omnibus Amendment to Indenture Supplements and Amended and Restated Indenture dated as of September 21, 2018 between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2018 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.4.2

 Series 2021-1 Indenture Supplement for the Notes dated as of September 22, 2021 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2021 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.4.3

 Series 2022-1 Indenture Supplement for the Notes dated as of April 21, 2022 between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2022 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.4.4

 Series 2023-1 Indenture Supplement for the Notes dated as of April 25, 2023 between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2023 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.4.5

 Series 2023-2 Indenture Supplement for the Notes dated as of November 20, 2023 between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2023 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.5

 Amended and Restated Servicing Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, among Barclays Dryrock Funding LLC, Barclays Bank Delaware, Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 10.1

 Second Amended and Restated Trust Agreement dated as of June 8, 2012, as amended and restated as of August 1, 2012 and as further amended and restated as of December 17, 2013, between Barclays Dryrock Funding LLC and Wilmington Trust, National Association (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 10.1.1

 First Amendment to Second Amended and Restated Trust Agreement dated as of July 6, 2015, between Barclays Dryrock Funding LLC and Wilmington Trust, National Association (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2015 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 10.2

 Asset Representations Reviewer Agreement dated as of May 13, 2016, by and among Barclays Bank Delaware, Clayton Fixed Income Services LLC and Barclays Dryrock Issuance Trust (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K files with the Securities and Exchange Commission on May 13, 2016 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 10.3

 Second Amended and Restated Seller Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013 and as amended and restated as of November 1, 2016, between Barclays Dryrock Funding LLC and Barclays Bank Delaware (incorporated by reference to Exhibit 99 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2016 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 10.4

 Services Agreement dated as of July 31, 2012 between Barclays Bank PLC and Barclays Bank Delaware (incorporated by reference to Exhibit 99.4 to Amendment No. 2 to Form S-3 Registration Statement filed with the Securities and Exchange Commission on August 13, 2012 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 10.5

 Securities Account Control Agreement dated as of April 29, 2022, among Barclays Dryrock Issuance Trust, Barclays Bank Delaware, U.S. Bank Trust Company, National Association and U.S. Bank National Association (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2022 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 31.1

 Rule 13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934 Certification (Section 302 of the Sarbanes-Oxley Act of 2002 Certification).

 33.1

 Report on Assessment of Compliance with Servicing Criteria for Barclays Bank Delaware.

 33.2

 Report on Assessment of Compliance with Servicing Criteria for Barclays Bank PLC.

 33.3

 Report on Assessment of Compliance with Servicing Criteria for U.S. Bank National Association and U.S. Bank Trust Company, National Association.

 34.1

 Report of Independent Registered Public Accounting Firm concerning servicing activities of Barclays Bank Delaware.

 34.2

 Report of Independent Registered Public Accounting Firm concerning servicing activities of Barclays Bank PLC.

 34.3

 Independent Accountants' Attestation Report concerning servicing activities of U.S. Bank National Association and U.S. Bank Trust Company, National Association.

 35.1

 Servicer Compliance Statement of Barclays Bank Delaware.

 35.2

 Servicer Compliance Statement of Barclays Bank PLC.

 Item 16. Form 10-K Summary.

 Not applicable.

 Substitute information provided in accordance with General Instruction
J to Form 10–K:

 Item 1112(b) of Regulation AB. Significant Obligors of Pool
Assets (Financial Information).

 Not applicable.

 Item 1114(b)(2) of Regulation AB: Credit Enhancement and
Other Support, Except for Certain Derivatives Instruments (Financial Information).

 Not applicable.

 Item 1115(b) of Regulation AB: Certain Derivatives Instruments
(Financial Information).

 Not applicable.

 Item 1117 of Regulation AB: Legal Proceedings.

 Except as set forth below, there are no legal
proceedings pending (or proceedings known to be contemplated by governmental authorities) against any of Barclays Bank Delaware, Barclays
Dryrock Funding LLC, U.S. Bank National Association, Wilmington Trust, National Association or Barclays Dryrock Issuance Trust, or of
which any property of the foregoing is subject, that are material to holders of the notes.

 BBD is a defendant in a number of putative class
action cases commenced in 2005 in various federal district courts by merchants alleging that Visa U.S.A., Inc. (" Visa "),
MasterCard International (" MasterCard "), and their member banks conspired to fix interchange fees and unlawfully bundle
several separate and distinct services, such as payment protection and transaction processing costs, in violation of the U.S. antitrust
laws. The merchants also alleged that the defendants imposed other restraints on merchants in connection with accepting payment cards
and that such alleged restraints violated the antitrust laws. Visa, MasterCard, and several other payment card issuing banks are also
defendants in the proceedings, which have been consolidated into a single proceeding in the United States District Court for the Eastern
District of New York (the " District Court "), MDL No. 1720.

 The merchants' complaints sought an unspecified
amount of damages and injunctive relief. By an order dated January 9, 2008, the court dismissed class damage claims prior to January 1,
2004; accordingly, the period over which any damages may be awarded is January 1, 2004 to the date of the award.

 On July 13, 2012, the parties filed a proposed
settlement agreement with the court under which the defendants agreed to pay the class plaintiffs $6.05 billion, to make network rule
changes and to give other relief (the " 2012 Settlement "). The 2012 Settlement included a provision pursuant to which
Visa and MasterCard would reduce U.S. interchange rates 10 bps during an eight-month period from July 29, 2013 through March 29, 2014.
On the same day, defendants announced that they reached an agreement in principle to settle with a group of individual plaintiffs that
were not members of the class. The 2012 Settlement was approved by District Judge John Gleeson on December 13, 2013, who then entered
an agreed form of final judgment on January 14, 2014.

 A number of merchants, including several large
retailers, elected against participation in the 2012 Settlement, "opting out" of that settlement and pursuing separate actions
on the same or similar claims as those alleged by the putative class plaintiffs (the " 2012 Settlement Opt-Out Actions ").
Some of these merchants commenced new actions against Visa, MasterCard, and certain member banks, not including BBD, which remain pending.
Although the class settlement fund was reduced to account for opt-outs, resulting in a refund to BBD of a portion of its share of the
class settlement fund, total settlement payments by BBD to opt-out plaintiffs will be higher than the amount of that refund. BBD will
be liable for its share of the excess over the refund under the terms of a judgment sharing agreement with Visa, MasterCard, and the other
payment card issuing bank defendants. As of the date hereof, Visa and MasterCard have settled a number of the 2012 Settlement Opt-Out
Actions and BBD has contributed to the settlement of those actions in accordance with the judgment sharing agreements. The amount of those
settlements has exceeded what each of those plaintiffs would have been paid as a result of the 2012 Settlement.

 The National Retail Federation and a number of
merchants appealed the judgment entering the 2012 Settlement to the United States Court of Appeals for the Second Circuit (the " Second
Circuit "). On June 30, 2016, the Second Circuit reversed District Judge Gleeson's ruling approving the 2012 Settlement
and remanded the action back to the District Court.

 Following remand of the case, the District Court
reappointed counsel to represent members of the putative class seeking primarily (but not exclusively) damages pursuant to Federal Rule
of Civil Procedure 23(b)(3) and appointed new counsel to represent class members seeking primarily equitable relief pursuant to Federal
Rule of Civil Procedure 23(b)(2).

 Counsel for the Rule 23(b)(3) putative class
members moved for leave to file an amended complaint adding factual allegations and legal theories to conform to developments in the law,
as well as damage claims for additional years of alleged damages. On September 27, 2017, Magistrate Judge James Orenstein granted the
Rule 23(b)(3) plaintiffs' motion to amend in part and denied it in part, allowing the plaintiffs to amend their complaints to add
their additional legal and factual theories, but holding that those theories would only apply to the preceding four years and would not
relate back to the date of filing of the initial complaints in 2005. On October 30, 2017, the Rule 23(b)(3) plaintiffs filed their amended
complaint.

 The Rule 23(b)(3) plaintiffs also appealed Magistrate
Judge Orenstein's ruling to District Judge Margo Brodie. On August 30, 2018, District Judge Brodie set aside Magistrate Judge Orenstein's
ruling, holding that plaintiffs' additional legal and factual theories related back to the original filing dates for the Rule 23(b)(3)
complaints and, for similar reasons, that comparable theories advanced by merchants that elected not to participate in the 2012 class
settlement and are suing the same defendants separately were entitled to have had their claims considered to be tolled such that they
would be treated as timely.

 Counsel for the Rule 23(b)(2) putative class
members filed a separate complaint seeking broad equitable relief against allegedly anticompetitive conduct as well as Visa and MasterCard
network rules (the " Rule 23(b)(2) Class Action "). On January 16, 2019, BBD and the other bank defendants moved to dismiss
the Rule 23(b)(2) class plaintiffs' claims. On November 20, 2019, the Court denied the bank defendants' motion to dismiss.
BBD and the other bank defendants filed answers to the complaint on May 18, 2020. On June 1, 2020, Defendants
and the Rule 23(b)(2) class plaintiffs each moved for summary judgment on various issues, which motions were fully briefed as of December
21, 2020. Three of defendants' five summary judgment motions relevant to the Rule 23(b)(2) Class Action have been resolved; the
unresolved motions (including motions filed by plaintiffs) remain pending before the District Court. On December 18, 2020, the Rule 23(b)(2)
class plaintiffs also moved to certify a class, and District Judge Brodie granted the motion for class certification on September 27,
2021.

 On September 17,
2018, all defendants entered into a settlement agreement with the Rule 23(b)(3) class plaintiffs to resolve their claims (the " 2018
Settlement "). The 2018 Settlement amends and supersedes the 2012 Settlement. The 2018 Settlement resolves the damages
claims of the plaintiffs in the interchange fee litigation pending in the District Court, subject to any of those plaintiffs choosing
to opt out of the 2018 Settlement and pursue their own actions, with the class plaintiffs agreeing to receive $6.20 billion to settle
this matter. BBD contributed to the class settlement in accordance with the judgment sharing agreements. On December 13, 2019, the District
Court granted final approval of the 2018 Settlement (the "2018 Settlement Approval "). Several objectors filed appeals
in connection with the 2018 Settlement Approval, and the Second Circuit rejected those objections in a decision issued on March 15, 2023,
and remanded the case back to the District Court for recalculation of a $900,000 service award to the lead plaintiffs that was found to
be excessive. On April 25, 2023, the Second Circuit denied a request for panel rehearing or, in the alternative, rehearing en banc. The
time for appealing the Second Circuit's decision has passed and the parties are preparing for the claims administration process.

 On July 20, 2019, forty-five merchants filed
an opt-out suit in the Northern District of California, asserting claims against Visa and MasterCard that are generally similar to the
claims raised by the Rule 23(b)(3) plaintiffs, and several additional opt-outs were filed since then (the " 2018 Settlement Opt-Out
Actions "). The 2018 Settlement Opt-Out Actions filed outside the District Court were transferred to the District Court to be
coordinated with the MDL No. 1720 proceedings. While the 2018 Settlement provides that the class settlement fund will be reduced to account
for opt-outs, resulting in a refund to BBD of a portion of its share of the class settlement fund provided by the 2018 Settlement, total
settlement payments by BBD to opt-out plaintiffs that opt out of the 2018 Settlement will be higher than the amount of that refund. BBD
will be liable for its share of the excess over the refund under the terms of a judgment sharing agreement with Visa, MasterCard, and
the other payment card issuing bank defendants. As of the date hereof, Visa and MasterCard have settled a number of the 2018 Settlement
Opt-Out Actions, and BBD has contributed to the settlement of those actions in accordance with the judgment sharing agreements.

 Because of the inherent uncertainties involved
in the Rule 23(b)(2) Class Action, the 2012 Settlement Opt-Out Actions, and the 2018 Settlement Opt-Out Actions, it is too early to reliably
estimate the ultimate liability BBD may incur or whether the results could be material to the operation or cash flows of BBD. Any reduction
in the

 interchange fees paid by merchants to banks could adversely impact
the business operations of credit card issuers, such as BBD, and could reduce the amount of interchange included in finance charge collections.

 Item 1119 of Regulation AB: Affiliations
and Certain Relationships and Related Transactions.

 Information required by Item 1119 of Regulation
AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

 Item 1122 of Regulation AB: Compliance with Applicable Servicing
Criteria.

 Each of BBD, Barclays Bank PLC ("BBPLC"),
U.S. Bank National Association and U.S. Bank Trust Company, National Association (each, a "Servicing Participant") has been
identified by the registrant as a party participating in the servicing function with respect to the pool assets held by the Trust. Each
Servicing Participant has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant
(each, a "Report on Assessment") as of, and for the period from January 1, 2023 to December 31, 2023 (or portion thereof,
if applicable), which Reports on Assessment are included as exhibits to this Form 10-K. In addition, each Servicing Participant has provided
an attestation report (each, an "Attestation Report") by a registered independent public accounting firm regarding its related
Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K. No Report on Assessment or related Attestation
Report has identified: (i) any material instance of noncompliance with the servicing criteria identified in such Report on Assessment
as applicable to the related Servicing Participant or (ii) any material deficiency in such Servicing Participant's policies and
procedures to monitor vendor compliance.

 Item 1123 of Regulation AB: Servicer Compliance Statement.

 Each of BBD and BBPLC has been identified by
the registrant as a servicer meeting the criteria of Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB with respect to the pool assets
held by the Trust. Each of these servicers has provided a statement of compliance (a "Compliance Statement"), which has been
signed by an authorized officer of such related servicer. Each Compliance Statement is attached as an exhibit to this Form 10-K.

 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.

 Date: March 25, 2024

 Barclays Dryrock Funding LLC

 By:

 /s/ Danielle Manley

 Name: Danielle Manley*

 Title: President

 *Danielle Manley is the senior officer in

charge of the securitization of Barclays Dryrock Funding LLC

 Supplemental Information to be Furnished With Reports
Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.

 No annual report or proxy materials have been sent
to security holders and no such report or proxy materials are to be furnished to security holders subject to the filing of this Annual
Report on Form 10-K.