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Form 4: SHOEN EDWARD J reports purchase transactions in UHAL

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SHOEN EDWARD J reported open-market purchase transactions in a Form 4 filing for UHAL. The filing lists transactions totaling 229,515 shares. Following the reported transactions, holdings were 8,150,658 shares.

Positive

  • None.

Negative

  • None.
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 EDWARD J

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President
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 P 229,515 A (1) 8,150,658 I(2) Blackwater Investments, Inc.
Series N Common Stock 67,253,456 I(2) Willow Grove Holdings LP
Series N Common Stock 609.032 D
Series N Common Stock 225,954 I(3) EJS-028 Trust
Series N Common Stock 158.308 I(4) ESOP Trust Fund
Common Stock 47.125 D
Common Stock 880,127 I(2) Blackwater Investments, Inc.
Common Stock 25,106 I(3) EJS-028 Trust
Common Stock 7,562,884 I(2) Willow Grove Holdings LP
Common Stock 1,324,000 I(2) Clarendon Strategies, LLC
Common Stock 24,900 I(2) 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 the EJS-028 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, but only to the extent of his pecuniary interest therein. The reported transaction increased the Reporting Person's pecuniary interest in the transferred shares by approximately 86,481 shares. The Reporting Person disclaims beneficial ownership of shares held by the EJS-028 Trust, Blackwater and Willow Grove, except to the extent of his pecuniary interest therein.
2. Willow Grove is owned and controlled by Foster Road LLC and various trusts associated with the Reporting Person 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 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.
3. Includes shares held by the EJS-028 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 EJS-028 Trust except to the extent of his pecuniary interest therein.
4. Includes shares held by the ESOP Trust Fund for which the Reporting Person is the beneficiary. The Reporting Person disclaims beneficial ownership of shares held by the ESOP Trust Fund except to the extent of his pecuniary interest therein.
/s/ Edward J. 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 insider transaction did U-Haul (UHAL) report in this Form 4?

U-Haul reported that MVS-029 Trust sold 229,515 Series N Common shares to Blackwater Investments, Inc. in exchange for all equity interests in Holdfast Marine, LLC, valued at about $11.8 million for this transaction, affecting indirect ownership linked to Edward J. Shoen.

How is Edward J. Shoen connected to the entities in this UHAL Form 4?

Edward J. Shoen is U-Haul’s President, director, and a 10% owner, with trusts and entities associated with him holding interests in Willow Grove and Blackwater. He may be deemed to have indirect beneficial ownership only to the extent of his pecuniary interest in those entities.

What was the consideration for the 229,515 U-Haul Series N shares transferred?

The 229,515 Series N Common shares were transferred to Blackwater Investments, Inc. in exchange for all outstanding equity interests in Holdfast Marine, LLC. Those interests were valued for this transaction at approximately $11.8 million, making the deal a non-cash asset-for-shares exchange.

Did Edward J. Shoen’s economic interest in UHAL shares change in this filing?

Yes. The filing states that the reported transaction increased Edward J. Shoen’s pecuniary interest in the transferred Series N Common shares by approximately 86,481 shares. This reflects his increased economic stake through the involved entities rather than a direct personal share purchase.

Which entities now hold U-Haul (UHAL) shares related to this Form 4 transaction?

Following the transaction, Blackwater Investments, Inc., a wholly owned subsidiary of Willow Grove Holdings, holds the transferred 229,515 Series N shares. Willow Grove, Clarendon Strategies, SAC Holding Corporation, EJS-028 Trust, and an ESOP Trust Fund are also listed as indirect or trust holders in the filing.

Does Edward J. Shoen claim full beneficial ownership of the reported UHAL shares?

No. The filing repeatedly states that Edward J. Shoen disclaims beneficial ownership of shares held by the EJS-028 Trust, Blackwater, Willow Grove, Clarendon, and SAC, except to the extent of his pecuniary interest, limiting his recognized beneficial ownership to his economic stake.
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