[Form 4] U-Haul Holding Co /NV/ Insider Trading Activity

Rhea-AI Filing Summary

Willow Grove Holdings LP and affiliated reporting persons filed a Form 4 disclosing transactions in U-Haul Holding Co (/UHAL/) securities. On 09/18/2025, 229,515 shares of Series N common stock were transferred by the MVS-029 Trust to Blackwater Investments, Inc. in exchange for all outstanding equity interests in Holdfast Marine, LLC, valued for the transaction at approximately $11.8 million. The filing shows the reporting group holds significant indirect positions following the transaction, including 8,150,658 shares of Series N common stock beneficially owned indirectly. The filing describes the ownership chain: Willow Grove is owned and controlled by Foster Road LLC and trusts associated with Edward J. Shoen and Mark V. Shoen; Foster Road is Willow Grove's general partner; Blackwater is a wholly owned subsidiary of Willow Grove; Clarendon Strategies, LLC and SAC Holding Corporation are wholly owned subsidiaries of Blackwater. The reporting persons disclaim beneficial ownership of shares held by Blackwater and its subsidiaries except to the extent of pecuniary interest.

Positive

• Transaction disclosed as non-market affiliate exchange with the value of consideration (~$11.8M) explicitly stated
• Clear ownership chain disclosed showing Willow Grove, Foster Road LLC, Blackwater, Clarendon and SAC relationships

Negative

• Large disposals of Series N shares by Blackwater are reported (e.g., 67,253,456 shares listed as disposed), which is a substantial movement of stock
• No per-share price or valuation methodology disclosed for the Holdfast Marine equity valuation, limiting transparency

Insights

Financial Analyst

TL;DR: Insider group reorganized holdings via a share-for-assets exchange totaling about $11.8M, leaving substantial indirect holdings in UHAL.

The transaction is an intra-group restructuring where the MVS-029 Trust sold 229,515 Series N shares to Blackwater Investments in exchange for Holdfast Marine equity valued at roughly $11.8 million. The filing indicates continued concentrated insider ownership with 8.15 million Series N shares held indirectly by the reporting group after the trade. This is a non-market sale and purchase between affiliates rather than an open-market disposition, which limits immediate market-signal interpretation. For investors, the key metrics explicitly disclosed are the share counts transferred and the stated value of Holdfast consideration; no cash proceeds or price per share are provided in the filing.

Corporate Governance Expert

TL;DR: Affiliate transfer reflects ownership consolidation and asset exchange inside the reporting group; disclosure cites clear ownership links and disclaimers.

The Form 4 clearly maps the ownership and control chain: Willow Grove controlled by Foster Road LLC and related trusts, with Blackwater, Clarendon and SAC as subsidiaries. The filing properly discloses an affiliate transaction and includes the reporting persons' disclaimer of beneficial ownership except for pecuniary interest. From a governance perspective, the filing documents a related-party exchange rather than arm's-length market activity; the material element disclosed is the $11.8 million valuation of Holdfast equity received. The document does not provide valuation methodology or terms beyond the aggregate value, which limits assessment of fairness to other shareholders.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Willow Grove Holdings LP

(Last) (First) (Middle)

207 E. CLARENDON AVENUE

(Street)

PHOENIX AZ 85012

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
U-Haul Holding Co /NV/ [ UHALB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series N Common Stock	09/18/2025		P		229,515	A	(1)	8,150,658	I(2)	Blackwater Investments, Inc.
Series N Common Stock								67,253,456	D
Common Stock								24,900	I(2)	SAC Holding Corporation
Common Stock								1,324,000	I(2)	Clarendon Strategies, LLC
Common Stock								880,127	I(2)	Blackwater Investments, Inc.
Common Stock								7,562,884	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Willow Grove Holdings LP

(Last) (First) (Middle)

207 E. CLARENDON AVENUE

(Street)

PHOENIX AZ 85012

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Foster Road LLC

(Last) (First) (Middle)

207 E. CLARENDON AVENUE

(Street)

PHOENIX AZ 85012

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Clarendon Strategies, LLC

(Last) (First) (Middle)

207 E. CLARENDON AVENUE

(Street)

PHOENIX AZ 85012

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackwater Investments, Inc.

(Last) (First) (Middle)

207 E. CLARENDON AVENUE

(Street)

PHOENIX AZ 85012

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SAC HOLDING CORP

(Last) (First) (Middle)

715 SOUTH COUNTRY CLUB DRIVE

(Street)

MESA AZ 85210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is being filed in connection with a sale by the MVS-029 Trust of 229,515 shares of Series N Common Stock to Blackwater Investments, Inc. ("Blackwater") in exchange for all of the outstanding equity interests in Holdfast Marine, LLC, which were valued for purposes of this transaction at approximately $11.8 million. Blackwater is a wholly owned subsidiary of the Reporting Person. Accordingly, the Reporting Person may be deemed to have indirect beneficial ownership of the Series N Common Stock held by Blackwater. The Reporting Person disclaims beneficial ownership of shares held directly and indirectly by Blackwater and its subsidiaries, including Clarendon Strategies, LLC ("Clarendon") and SAC Holding Corporation ("SAC"), except to the extent of its pecuniary interest therein.

2. Willow Grove is owned and controlled by Foster Road LLC and various trusts associated with Edward J. Shoen and Mark V. Shoen. Foster Road LLC is the general partner of Willow Grove and is managed by Mark V. Shoen and Stuart Shoen. Blackwater is a wholly owned subsidiary of Willow Grove. Clarendon and SAC are wholly owned subsidiaries of Blackwater.

	/s/ Stuart M. Shoen, Willow Grove Holdings LP,	09/22/2025
	/s/ Stuart M. Shoen for Foster Road LLC	09/22/2025
	/s/ Stuart M. Shoen, Clarendon Strategies, LLC	09/22/2025
	/s/ Mark V. Shoen, Blackwater Investments, Inc,	09/22/2025
	/s/ Eric Voita, SAC Holding Corporation	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did the UHAL Form 4 filed by Willow Grove disclose?

The Form 4 disclosed a 09/18/2025 transfer where 229,515 Series N shares were sold by the MVS-029 Trust to Blackwater Investments in exchange for all equity of Holdfast Marine, LLC valued at approximately $11.8 million.

How many Series N UHAL shares does the reporting group beneficially own after the transaction?

The filing reports the reporting group beneficially owns 8,150,658 Series N shares indirectly following the reported transaction.

Who are the reporting persons and what is their relationship to UHAL?

Reporting persons include Willow Grove Holdings LP, Foster Road LLC, Clarendon Strategies LLC, Blackwater Investments, Inc., and SAC Holding Corporation; each is marked as a Director and a 10% owner of the issuer.

What was received in exchange for the 229,515 Series N shares?

The shares were exchanged for all outstanding equity interests in Holdfast Marine, LLC, which were valued for the transaction at approximately $11.8 million.

Does the filing show where Blackwater and related entities fit in the ownership structure?

Yes. The filing states Blackwater is a wholly owned subsidiary of Willow Grove; Clarendon Strategies, LLC and SAC Holding Corporation are wholly owned subsidiaries of Blackwater; Willow Grove is owned and controlled by Foster Road LLC and trusts associated with Edward J. Shoen and Mark V. Shoen.