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

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Mark V. Shoen, a director of U-Haul Holding Co (ticker: UHAL), reported a related-party transaction involving Series N Common Stock. The MVS-029 Trust sold 229,515 shares of Series N Common Stock to Blackwater Investments, Inc. in exchange for all outstanding equity interests in Holdfast Marine, LLC, valued at approximately $11.8 million. Because Blackwater is a wholly owned subsidiary of Willow Grove Holdings, LP and MVS-029 Trust is a limited partner of Willow Grove, the reporting person may be deemed to have indirect beneficial ownership of the Series N shares held by Blackwater and Willow Grove. The filing discloses multiple indirect holdings across related entities and trusts and includes disclaimers that the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive
  • Received non-cash consideration (equity interests in Holdfast Marine valued at approximately $11.8 million) in exchange for 229,515 Series N shares
  • Full disclosure of related-party structure: filing details connections among MVS-029 Trust, Blackwater, Willow Grove, Foster Road LLC and other affiliated entities
Negative
  • Disposition of 229,515 Series N shares by the MVS-029 Trust reduces that trust's direct Series N holdings
  • Insufficient detail on Holdfast Marine: the filing provides a valuation but no business description or strategic rationale for the exchange

Insights

TL;DR: Insider-related trust exchanged shares for a private company valued at $11.8M; ownership reallocation within affiliated entities.

This Form 4 documents a non-market transfer where a trust associated with the reporting director sold 229,515 Series N shares to an affiliated investment vehicle in exchange for interests in Holdfast Marine valued at about $11.8 million. The structure routes securities among related entities (MVS-029 Trust, Blackwater, Willow Grove and various trusts), and the reporting person includes standard disclaimers of beneficial ownership except for pecuniary interest. From a governance standpoint, the filing is routine for complex family-owned ownerships but requires clear disclosure, which this filing provides.

TL;DR: Transaction is an asset-equity swap between affiliated parties, adding Holdfast Marine interests valued at $11.8M to the seller side.

The disclosed transaction is a non-cash exchange: Series N common stock was transferred to Blackwater in return for Holdfast Marine equity valued at approximately $11.8 million. This is effectively an acquisition of private interests funded by equity transfers rather than cash. The filing clarifies entity relationships (Blackwater wholly owned by Willow Grove; Willow Grove controlled via general partner Foster Road LLC) which is important for tracing ultimate ownership and potential voting power shifts. The disclosure lacks further detail on Holdfast Marine's business or strategic rationale, so assessment of transaction strategic impact is limited by the document.

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
Estimated average burden
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*
SHOEN MARK V

(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)
X Form filed by One Reporting Person
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 J 229,515 D (1) 425,196 I(2) MVS-029 Trust
Series N Common Stock 09/18/2025 P 229,515 A (1) 8,150,658 I(3) Blackwater Investments, Inc.
Series N Common Stock 67,253,456 I(3) Willow Grove Holdings LP
Series N Common Stock 42,962 D
Series N Common Stock 225,954 I(4) EJS-028 Trust
Series N Common Stock 190,591 I(5) Shoen Family Revocable Trust
Common Stock 4,770 D
Common Stock 6,707 I(5) Shoen Family Revocable Trust
Common Stock 880,127 I(3) Blackwater Investments, Inc.
Common Stock 25,106 I(4) EJS-028 Trust
Common Stock 7,562,884 I(3) Willow Grove Holdings LP
Common Stock 1,324,000 I(3) Clarendon Strategies, LLC
Common Stock 24,900 I(3) SAC Holding Corporation
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
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 Willow Grove Holdings, LP ("Willow Grove"), and MVS-029 Trust is a limited partner of Willow Grove. Accordingly, the Reporting Person may be deemed to have indirect beneficial ownership of the Series N Common Stock held by Blackwater and Willow Grove.
2. Includes shares held by the MVS-029 Trust, for which the Reporting Person is a trustee and one of the beneficiaries. The Reporting Person disclaims beneficial ownership of shares held by the MVS-029 Trust except to the extent of his pecuniary interest therein.
3. Willow Grove is owned and controlled by Foster Road LLC and various trusts associated with the Reporting Person and Edward J. Shoen. Foster Road LLC is the general partner of Willow Grove and is managed by the Reporting Person and Stuart Shoen. Blackwater is a wholly owned subsidiary of Willow Grove. Clarendon Strategies, LLC ("Clarendon") and SAC Holding Corporation ("SAC") are wholly owned subsidiaries of Blackwater. The Reporting Person disclaims beneficial ownership of shares held directly and indirectly by Willow Grove, Clarendon, Blackwater and SAC except to the extent of his pecuniary interest therein.
4. Includes shares held by the EJS-028 Trust for which the Reporting Person is an independent trustee. The Reporting Person disclaims beneficial ownership of shares held by the EJS-028 Trust and the filing of this Form 4 shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.
5. Includes shares held by the Shoen Family Revocable Trust for which the Reporting Person is a trustee and the Reporting Person and his spouse are beneficiaries.
/s/ Mark V. Shoen 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Mark V. Shoen report on the Form 4 for UHAL?

The MVS-029 Trust sold 229,515 shares of Series N Common Stock to Blackwater Investments, Inc. in exchange for Holdfast Marine, LLC equity valued at approximately $11.8 million.

Does the filing show a change in Mark V. Shoen's beneficial ownership of UHAL?

Yes. The filing reports a disposition of 229,515 Series N shares and indicates indirect beneficial ownership through affiliated entities, while the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.

What entities are involved in the ownership structure disclosed?

Key entities disclosed include MVS-029 Trust, Blackwater Investments, Inc., Willow Grove Holdings, LP, Foster Road LLC, Clarendon Strategies, LLC, SAC Holding Corporation, and several family trusts.

How was the value of the exchanged assets reported?

The equity interests in Holdfast Marine, LLC received in the exchange were valued for the transaction at approximately $11.8 million.

Are there disclaimers about beneficial ownership in the filing?

Yes. The reporting person disclaims beneficial ownership of shares held by the trusts and affiliated entities except to the extent of his pecuniary interest, and notes trusteeship roles for certain trusts.
U-Haul Holding Company

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UHAL Stock Data

10.09B
108.69M
60.42%
42.94%
0.47%
Rental & Leasing Services
Services-auto Rental & Leasing (no Drivers)
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United States
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