UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. ____)

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[x] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to §240.14a-12

U-HAUL HOLDING COMPANY

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] Fee paid previously with preliminary materials:

[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS OF U-HAUL HOLDING COMPANY

DATE: Thursday, August 20, 2026

TIME: 9:00 a.m. Pacific Daylight Time / 12 noon Eastern Daylight Time

PLACE: Shoen Family Conference and Fitness Center

45 E. Roanoke Ave, Phoenix, Arizona 85004

and webcast live at investors.uhaul.com

We look forward to the 2026 Annual Meeting of Stockholders (“Annual Meeting”) of U-Haul Holding Company (the “Company”) and are pleased to once again offer our meeting materials over the internet and to webcast this Annual Meeting. We believe that using the internet to distribute our materials and to host the meeting will allow more stockholders to participate in the meeting. We also expect that this approach will lower costs associated with the meeting and is consistent with our environmental sustainability initiatives.

During the Annual Meeting, six proposals will be presented for consideration and approval:

I encourage you to read the Proxy Statement for more information on each of these proposals, and to vote on each proposal.

Holders of the Company's voting common stock at the close of business on the record date of June 23, 2026, are entitled to vote, and may do so either at the Annual Meeting or by proxy. In addition, holders of voting common stock may also vote on any other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. On such other business, to the maximum extent allowed by the Securities and Exchange Commission’s proxy rules, New York Stock Exchange rules and any other applicable law, any proxy holders will vote as they determine in their discretion.

I encourage stockholders to participate in the Annual Meeting via the webcast in order to reduce the carbon footprint resulting from the Annual Meeting. I also encourage holders of the Company’s voting common stock to vote, whether or not you attend or participate in the meeting. The Board has fixed the close of business on June 23, 2026 as the record date for determination of stockholders entitled to notice of and to vote at the Annual Meeting or any continuation, adjournment or postponement thereof. If you vote over the internet or by telephone, your vote must be received by 11:59 p.m. Eastern Daylight Time on August 19, 2026, for shares held directly, and by 11:59 p.m. Eastern Daylight Time on August 17, 2026, for shares held in a Plan to be counted. Mail-in ballots should be mailed by August 6, 2026.

Sincerely yours,

/s/ Edward J. Shoen

Edward J. Shoen

Chairman and President

TABLE OF CONTENTS

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, AUGUST 20, 2026

This proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of U-Haul Holding Company, a Nevada corporation (the “Company”, “U-Haul Holding Company”, "we", "us", or "our"), with respect to the 2026 Annual Meeting of Stockholders of U-Haul Holding Company and any continuation, adjournment or postponement thereof (the “Annual Meeting”). The matters to be voted upon at the Annual Meeting are:

The Notice of Internet Availability of Proxy Materials (the “Notice”) is first being sent to stockholders on or about July 1, 2026. The Proxy Statement and the form of proxy relating to the Annual Meeting are first being made available to stockholders on or about July 1, 2026.

The Board has fixed the close of business on June 23, 2026 as the record date (the “Record Date”) for determination of stockholders entitled to notice of and to vote at the Annual Meeting or any continuation, adjournment or postponement thereof.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I being provided with these materials?

Owners of record of U-Haul Holding Company common stock, par value $0.25 per share (“Voting Common Stock”), as of the close of business on the Record Date are entitled to vote in connection with the Annual Meeting. If you are a holder of Voting Common Stock, you are requested to vote on the proposals described in this Proxy Statement. This Proxy Statement describes the proposals presented for stockholder action at our Annual Meeting and includes information required to be disclosed to stockholders in connection with the Annual Meeting.

These materials are also being provided for informational purposes to owners of record of U-Haul Holding Company series N non-voting common stock, par value $0.001 (“Non-Voting Common Stock”). Shares of Non-Voting Common Stock do not entitle their holders to vote at the Annual Meeting.

Why have I received a Notice of Internet Availability of Proxy Materials?

In accordance with applicable rules of the Securities and Exchange Commission (the “SEC”) governing the solicitation of proxies, we are permitted to furnish proxy materials to our stockholders on the internet, in lieu of mailing printed copies of the documents. You will not receive a printed copy of the proxy materials unless you request a printed copy. The Notice instructs you as to how to access the proxy materials on the internet. The Notice also instructs you as to how to vote. If you would like to receive a printed copy of the proxy materials, please follow the instructions for requesting such materials included in the Notice. You may also download or print these materials, or any portion thereof, from any computer with internet access and a printer.

Who can vote in connection with the Annual Meeting?

You may vote if you were the record or beneficial owner of Voting Common Stock as of the close of business on the Record Date. As of the Record Date, there were 19,435,630 shares of Voting Common Stock outstanding and entitled to vote. Each holder of Voting Common Stock on the Record Date is entitled to cast one vote per share of Voting Common Stock held on all items being voted on at the Annual Meeting. In this Proxy Statement, when we refer to stockholders who may vote at the Annual Meeting, we are referring to holders of shares of Voting Common Stock.

Shares of Non-Voting Common Stock do not entitle their holders to vote at the Annual Meeting. There were 176,058,583 shares of Non-Voting Common Stock outstanding on the Record Date.

If you hold shares of Voting Common Stock and shares of Non-Voting Common Stock, you may only vote your shares of Voting Common Stock.

How do I attend the Annual Meeting?

The Annual Meeting will be webcast live over the internet at investors.uhaul.com and will be hosted at the Shoen Family Conference and Fitness Center, 45 E. Roanoke Avenue, Phoenix, Arizona 85004, at 9:00 a.m. Pacific Daylight Time / 12 noon Eastern Daylight Time, on August 20, 2026. Rather than physically attending the Annual Meeting, we encourage stockholders to attend the Annual Meeting via the live webcast. We believe this is one way to reduce the carbon footprint resulting from the Annual Meeting. In-person attendance at the Annual Meeting is limited to stockholders as of the Record Date or their legal proxies, and valid photo identification and a copy of such proxy, if applicable, is required for any such attendee. If your shares are held in “street name” (for instance, through a brokerage firm or bank), you will also need to bring evidence of your beneficial ownership, such as a recent statement from your brokerage account. We discuss holders in “street name” in more detail below.

What am I voting on?

You are voting on:

In addition, stockholders may also vote on any other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. On such other business, to the maximum extent allowed by the SEC’s proxy rules and New York Stock Exchange (“NYSE”) rules and any other applicable law, the proxy holders will vote as they determine in their discretion.

How does the Board recommend that I vote my shares?

The Board's recommendations are as follows:

We encourage all stockholders to vote their shares of Voting Common Stock. If you own your shares of Voting Common Stock pursuant to the Company’s Employee Stock Ownership Plan (“ESOP”) and you do not vote, the ESOP Trustee (as defined in the Proxy Statement) will vote your shares on your behalf, in its discretion. If you own your shares in “street name” we encourage you to specifically direct your broker (or other record holder) to vote your shares by returning appropriate voting instructions which will be provided to you from that broker or other record holder.

What types of votes are permitted on each Item?

If you vote “WITHHOLD” in the case of Proposal 1 with respect to any director nominee or “ABSTAIN” (in the case of Proposals 2, 3, or 4), your vote will not be counted as a vote cast in favor of such nominee or on such Proposal.

How many votes are needed to approve each Item?

How many votes must be present, whether in person or by proxy, to hold the Annual Meeting?

In order for the Annual Meeting to proceed, holders of one-third of the outstanding shares of Voting Common Stock entitled to vote must be present, in person or by proxy, at the Annual Meeting. This is referred to as a quorum. Abstentions, withheld votes, and broker non-votes (as described below) are included and counted for purposes of establishing a quorum at the Annual Meeting.

What are broker non-votes?

Broker non-votes occur with respect to shares held in “street name,” in cases where the record owner (for instance, the brokerage firm or bank) does not receive voting instructions from the beneficial owner and does not have discretionary voting authority with respect to a particular matter. Brokerage firms and banks have discretionary voting authority to vote with respect to “routine” matters; however, they do not have discretionary authority to vote on “non-routine” matters. The following proposals will be considered “non-routine” and therefore your broker will not be able to vote your shares with respect to these proposals unless the broker receives specific voting instructions from you: Proposal 1 (Election of Directors), Proposal 2 (An Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers as Disclosed in the Proxy Statement), Proposal 3 (An Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers), Proposal 5 (Stockholder Proposal to Ratify and Affirm the Decisions and Actions Taken by the Board and Executive Officers of the Company with respect to U-Haul Holding Company, its Subsidiaries, and its Various Constituencies for Fiscal 2026), and Proposal 6 (Stockholder Proposal to Request that the Company Issue a Report Disclosing Current GHG Emissions Associated with its Fleet and Any Targets for Measurably Reducing Them). Broker non-votes are not considered votes cast and will not be counted towards any of these proposals and will have no effect on the outcome of such proposals. However, broker non-votes (as well as “abstain” and withheld votes) will be counted towards the presence of a quorum.

What if my shares of Voting Common Stock are not registered directly in my name?

If the record owner of your shares of Voting Common Stock is a brokerage firm or bank, then your shares are considered to be held in “street name”. If on the Record Date your shares were held in “street name” or you otherwise were not the record holder of those shares, then you are the beneficial owner of those shares, and those shares are not registered directly in your name. The organization holding your account is considered the stockholder of record for purposes of the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account. You will receive the Notice, and other proxy materials if requested, as well as voting instructions, directly from that organization. As discussed directly above under the heading “What are broker non-votes”, if you own your shares in “street name” and do not instruct your broker, banker or other designated record holder of the shares as to how to vote, then that broker, banker or other designated record holder will only have discretion to vote on Proposal 4 (the Ratification of the Appointment of Deloitte as the Company’s Independent Registered Public Accounting Firm for Fiscal 2027), which is considered to be a “routine” matter. We encourage you to specifically direct your broker, banker (or other designated record holder) as to how to vote your shares by returning your voting instructions form or other documents as requested by your broker, banker or other designated record holder.

If I am a stockholder of record of Voting Common Stock, how do I cast my vote?

There are several ways to cast your vote:

If you vote over the internet or by telephone, your vote must be received by 11:59 p.m. Eastern Daylight Time on August 19, 2026, for shares held directly, and by 11:59 p.m. Eastern Daylight Time on August 17, 2026, for shares held in a Plan, to be counted. If you vote by mail, please ensure that your completed Proxy Card is mailed no later than August 6, 2026.

How do I vote if I hold my Voting Common Stock through the Company’s ESOP?

If you hold your Voting Common Stock through the ESOP, you may vote in the same manner as stockholders of record, as described immediately above. If you do not vote your stock held through the ESOP, the ESOP Trustee will vote your shares for you, in the ESOP Trustee’s discretion. We encourage you to vote your ESOP shares.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of our Voting Common Stock that you owned as of the close of business on the Record Date. Holders of Non-Voting Common Stock are not entitled to vote any shares of Non-Voting Common Stock at the Annual Meeting.

Who tabulates the votes cast at the Annual Meeting?

We have hired Broadridge Financial Solutions, Inc. or its designee (“Broadridge”) to tabulate the votes cast in connection with the Annual Meeting. In addition, an employee of Broadridge or its designee will be present at the Annual Meeting to serve as the Inspector of Elections.

Could other matters be decided at the Annual Meeting?

We are not aware of any other matters that will be considered at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, then all shares of Voting Common Stock validly represented by proxies will be voted in accordance with the discretion of the appointed proxy holder to the extent allowed by SEC and NYSE rules.

What does it mean if I receive more than one Notice or Proxy Card?

If you receive more than one Notice or Proxy Card, your shares of Voting Common Stock are owned in more than one name or in multiple accounts. In order to ensure that all of your shares are voted, you must follow the voting instructions included in each Notice and Proxy Card.

How will I know the voting results?

Preliminary voting results will be announced at the Annual Meeting. Final results will be reported on Form 8-K filed with the SEC within four business days following the Annual Meeting.

How can I access the Proxy Statement and Annual Report electronically?

To access the Proxy Statement and Annual Report electronically, please visit proxyvote.com or the Company’s Investor Relations website, investors.uhaul.com. You may also consent to receive all future Company proxy statements and annual reports electronically via e-mail. To sign up for e-delivery, please go to investors.uhaul.com, and click on the yellow “Electronic Delivery Enrollment” box toward the top of the page and follow the instructions.

How can I revoke my Proxy?

You may change or revoke your vote by filing with the Company’s Secretary either a notice of revocation or a signed Proxy Card bearing a later date than the Proxy Card you wish to revoke, or by later re-voting by telephone or over the internet, in each case no later than 11:59 p.m. Eastern Daylight Time on August 19, 2026, for shares held directly, and by 11:59 p.m. Eastern Daylight Time on August 17, 2026 for shares held in a Plan. You may also revoke your vote with respect to your shares if you attend the Annual Meeting in person and so request, although attendance at the Annual Meeting will not automatically revoke your proxy absent specific action on your part.

Who will pay the costs of soliciting these Proxies?

The Board is soliciting proxies from holders of Voting Common Stock and Directors, officers or other employees may assist in that effort by mail, email, telephone, facsimile or in person. We are not paying any third party to solicit proxies on behalf of the Board, but should any costs arise related to the solicitation of proxies then the Company will bear those costs. We will not provide compensation, other than usual compensation, to our Directors, officers and other employees who solicit proxies.

PROPOSAL 1

THE ELECTION OF DIRECTORS

The Board has nominated the following individuals to stand for election at this Annual Meeting: Edward J. Shoen, James E. Acridge, John P. Brogan, James J. Grogan, Richard J. Herrera, Karl A. Schmidt, and Roberta R. Shank, and to serve as members of the Board until the 2027 Annual Meeting or until their respective successors are duly elected and qualified or their earlier death, resignation or removal. As of the filing date of this Proxy Statement, each of the nominees is willing and able to serve as a Director of the Company. See “Board of Directors and Corporate Governance” for information regarding each of the Director nominees.

The person named in the enclosed proxy will vote to elect all of the nominees as Directors for terms ending at the 2027 Annual Meeting, unless you withhold authority to vote for any or all of the nominees by marking the proxy to that effect or so voting in person. If one or more of the seven nominees becomes unavailable to serve prior to the date of the Annual Meeting, the person named as proxy holder will vote those shares for the election of such other person(s) as the Board may recommend, unless the Board elects not to fill the vacancy or reduces the total number of Directors. Samuel J. Shoen, a current Director and Vice Chairman of the Board, is not standing for re-election at the Annual Meeting. As of the date of this Proxy Statement, the Board has not yet identified or recommended a nominee to fill the vacancy that will result when Mr. Shoen’s term expires at the Annual Meeting.

Directors are elected by a plurality of the shares cast, whether in person or by proxy. Votes may be cast “FOR” all nominees, “WITHHOLD” for all nominees, or “WITHHOLD” as to individual specific nominees. You may not vote for more than seven nominees. The seven nominees who receive the greatest number of votes cast “FOR” their election will be elected as Directors.

The Board recommends a vote “FOR” each Director nominee named in the Proxy Statement.

PROPOSAL 2

ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (which were added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)), and the related rules of the SEC, the Company is providing stockholders the opportunity to vote on a non-binding, advisory resolution to approve the compensation of the Named Executive Officers as disclosed below in this Proxy Statement (commonly referred to as “say-on-pay”), including the Compensation Discussion and Analysis (the “CD&A”), the tabular disclosures regarding compensation of our Named Executive Officers and the narrative disclosure accompanying these tables.

We currently seek advisory votes on the compensation of our Named Executive Officers every three (3) years. We last sought an advisory vote in 2023. We are also required to seek an advisory vote from our stockholders on the frequency of future advisory votes on the compensation of our Named Executive Officers not less frequently than every sixth year. We last sought such an advisory vote on the frequency in 2020 and are seeking an advisory vote on the frequency at this Annual Meeting. Following the advisory vote at this Annual Meeting, we must seek the next such advisory vote not later than 2032.

As discussed in the CD&A, we believe that our compensation policies and decisions are focused on pay-for-performance principles and are strongly aligned with the long-term interests of our stockholders. The objectives of the Company’s executive compensation program are to retain current executive officers, to encourage existing personnel to self-develop and magnify functional responsibilities and to entice qualified individuals to join the Company in executive positions as such positions are created or vacated. Our compensation program is intended to encourage an environment of teamwork, loyalty and fairness at all levels of the Company. This proposal gives you as a stockholder the opportunity to express your views regarding the Company’s executive compensation policies and procedures. The vote is not intended to address any specific item of compensation but rather the overall compensation of our Named Executive Officers and the principles and procedures described in this Proxy Statement.

Although this advisory vote is non-binding, the Board and the Compensation Committee value the views of stockholders and will consider the outcome of the vote when reviewing future compensation of Named Executive Officers.

The Board recommends a vote “FOR” approval of Proposal 2, as follows:

RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as
disclosed pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion
and Analysis, compensation tables, and narrative discussion, is hereby Approved.

PROPOSAL 3

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

Section 14A of the Exchange Act, as added by the Dodd-Frank Act, enables our stockholders to indicate their preference as to how frequently we should seek future advisory votes on the compensation of our Named Executive Officers. By voting on this proposal, stockholders may indicate whether they would prefer future advisory votes once every year, once every two years, or once every three years. Stockholders also may abstain from voting on this proposal.

After careful consideration of this proposal, the Board has determined that an advisory vote on executive compensation that occurs every three (3) years is the most appropriate alternative for the Company. We believe this is consistent with our approach of maintaining a long-time horizon in our management of the business, with a focus on investing and building value for the long term. Therefore, the Board recommends that you vote FOR A THREE-YEAR (3-YEAR) FREQUENCY for the advisory vote on executive compensation.

As an advisory vote, the vote on the frequency of future advisory votes on the Compensation of the Company’s Named Executive Officers is not binding upon the Board or the Company. However, the Compensation Committee and Board will consider the outcome of the vote when determining the frequency of future advisory votes on executive compensation.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis (“CD&A”) describes the Company’s Fiscal 2026 compensation program, including its principal components, philosophy, and objectives with respect to the compensation of the Company’s Named Executive Officers (“NEOs”). It should be read together with the compensation tables and related disclosures.

For Fiscal 2026, the Company’s NEOs were:

Edward J. Shoen, Chairman and President of U-Haul Holding Company;

Douglas M. Bell, President of Repwest Insurance Company;

Jason A. Berg, Chief Financial Officer of U-Haul Holding Company;

Samuel J. Shoen, Vice Chairman of U-Haul Holding Company and U-Box Project Manager; and

John C. Taylor, President of U-Haul International, Inc. (“U-Haul”).

Compensation Philosophy and Objectives

The objectives of the Company’s executive compensation program are to retain current executive officers, to encourage existing personnel to self-develop and magnify functional responsibilities and to entice qualified individuals to join the Company in executive positions as such positions are created or vacated. The compensation program is intended to encourage an environment of teamwork, loyalty, and fairness at all levels of the Company.

While this CD&A focuses on the compensation of the NEOs, the philosophy and objectives we discuss are generally applicable to all of the Company’s senior officers.

Implementation of Objectives

The Compensation Committee of the Board reviews the annual compensation paid to the President and other executive officers. In doing so, the Compensation Committee and the President keep in mind the Company’s approach to overhead costs and such executive officer’s impact on the Company’s objective of providing customers with an affordable product and service. In connection with its review of executive compensation, the Compensation Committee obtains feedback from the President regarding appropriate levels and components of compensation, and any other information the Compensation Committee may request.

The Compensation Committee reviews the compensation of the President at least annually to assess whether it is fair, reasonable, and aligned with the Company’s overall objectives. As a "controlled company", our Compensation Committee is not required to and does not determine or approve the compensation paid to our executive officers, including our NEOs. See "Board of Directors and Corporate Governance - Controlled Company Exemption" in this Proxy Statement.

The Company did not utilize any benchmarking measure in Fiscal 2026 and traditionally has not tied compensation directly to a specific performance measurement, market value of the Company’s common stock or benchmark related to any established peer or industry group. Rather, the Company generally seeks to compensate individual executives commensurate with historic pay levels for such position, adjusted for time and tenure with the Company. Salary increases, when made, are strongly correlated to the President’s assessment of each Named Executive Officer’s

performance and the President’s recommendation on the appropriateness of any increase. The Company also generally seeks to increase or decrease compensation, as appropriate, based upon changes in an executive officer’s functional responsibilities within the Company.

The intention of the Company has been to compensate the NEOs in a manner that maximizes the Company’s ability to deduct such compensation expenses for federal income tax purposes, which, for tax years beginning before January 1, 2026, included review and consideration of the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). However, the Company may in its discretion provide compensation that is not “performance-based” under the Code. For Fiscal 2026, the Company expects to deduct most of the compensation paid to the Named Executive Officers pursuant to the Code.

Elements Used to Achieve Compensation Objectives

The principal components of the Company’s compensation program in Fiscal 2026 were:

Base Salary. The Company pays its NEOs base salaries commensurate with the scope of their job responsibilities, individual experience, performance, and the period of time over which they have performed their duties. The base salary is typically reviewed annually with adjustments made based upon an analysis of performance and the addition or removal of functional responsibilities. There are no guarantees of base salary adjustments. The amount of base salary paid to each of the NEOs during Fiscal 2026 is shown in the Summary Compensation Table.

Discretionary Cash Bonus. In Fiscal 2026, discretionary cash bonuses were awarded to NEOs based upon subjective criteria determined by the President. These criteria included such factors as level of responsibility, contributions to results, and retention considerations. The Company has not entered into any agreements stipulating or guaranteeing bonuses for any of its NEOs. The amount of discretionary cash bonuses paid to each of the NEOs during Fiscal 2026 is shown in the Summary Compensation Table.

Certain Long-Term Incentives. In Fiscal 2026, the Company did not grant equity interests to its NEOs other than through its ESOP, which is available on the same terms to all employees of the Company. The Company has not implemented any specific policy requiring its NEOs or other officers or employees to own the Company’s common stock.

Other Benefits. The NEOs participate in employee benefits plans generally available to all full-time employees of the Company on a non-discriminatory basis, including medical, dental, vision, and prescription drug insurance, life insurance, accidental death and dismemberment insurance, disability insurance, a 401(k) plan, vacation and sick pay, and postretirement benefits.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the CD&A prepared by management and included in this Proxy Statement for the Annual Meeting. In reliance on these reviews and discussions with management, the Compensation Committee recommended to the Board, and the Board has approved, that the CD&A be included in the Proxy Statement for the Annual Meeting for filing with the SEC.

This report is submitted by the Compensation Committee.

Pursuant to Instructions 1 and 2 to Item 407(e)(5) of Regulation S-K this “Compensation Committee Report” shall not be deemed to be filed with the SEC for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor shall such report be deemed to be incorporated by reference in any past or future filing by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless the intention to do so is expressly indicated.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

In 2025, the Company’s stockholders approved the 2025 U-Haul Holding Company Stock Option Plan (the “2025 Plan”), which is an incentive compensation plan that that could be used to grant incentive stock options, nonqualified stock options, and stock appreciation rights (and substitute awards relating thereto). The Company has not yet granted any stock options or similar awards pursuant to the 2025 Plan. Before any awards may be made under the 2025 Plan, the Board must approve its use. If the Board approves the use of the 2025 Plan, then it will be administered by the Compensation Committee of the Board or the independent directors of the Board.

We do not have a policy or practice in relation to the timing or the determination of the terms of a grant of options or other awards under the 2025 Plan in relation to the disclosure of material nonpublic information by the Company. If the Board approves the use of the 2025 Plan, then any grants made under the 2025 Plan will be made in accordance with applicable laws and the applicable rules of the NYSE or other national securities exchange on which the Company may then list its Voting Common Stock or Non-Voting Common Stock, including any such laws or rules relating to the timing of a grant of options or other awards under the 2025 Plan in relation to the disclosure of material nonpublic information by the Company.

During Fiscal 2026, the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Fiscal 2026 Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

During Fiscal 2026, none of our NEOs were awarded options.

Compensation Risk Assessment

The Company has assessed the risks that could arise from its compensation policies for all employees, including employees who are not NEOs, and does not believe that such policies are reasonably likely to have a material adverse effect on the Company. In consideration of these matters and after reviewing each element of the Company’s compensation programs, including base salary, cash incentives and equity compensation, we determined that (i) our NEOs’ compensation, including incentive compensation, is not a significant percentage of revenue for the Company or any applicable subsidiary’s revenue, (ii) due in large part to our equity ownership structure, we believe that the interests of management and stockholders are strongly aligned, and (iii) due to the limited nature of our incentive compensation and range of potential increases in salaries year over year, as well as our overall conservative approach to compensation, our policies and programs do not encourage excessive risk-taking by our management or our Board and we believe such policies and procedures result in a strong alignment between the interests of management and stockholders.

2023 Advisory Vote on the Compensation of the Company’s Named Executive Officers

U-Haul Holding Company provided stockholders with an advisory vote on its compensation of the Company’s NEOs in 2023. At our 2023 Annual Meeting of Stockholders, more than 98% of the votes cast on this proposal were in favor of our executive compensation program and policies. The Compensation Committee evaluated the results of the vote and, due in part to the substantial stockholder support of our executive compensation program, the Compensation Committee did not recommend any changes to our executive compensation program and policies for Fiscal 2026 compensation. The Compensation Committee will continue to consider the outcome of future advisory votes when making any future recommendations relating to compensation for the NEOs.

At our 2020 Annual Meeting of Stockholders, stockholders approved the Board’s recommendation to make the frequency of future advisory votes on the compensation of the NEOs occur once every three years. Stockholders are asked to vote at this Annual Meeting to recommend the frequency of future advisory votes on the compensation of the Company’s NEOs. The Board will determine the timing of the next stockholder advisory vote on the compensation of NEOs after considering the results of the stockholder vote on Proposal 3 at this Annual Meeting. The Board has recommended that stockholders vote for a three-year (3-year) frequency for the advisory vote on executive compensation. If following this Annual Meeting the Board determines that an advisory vote on executive compensation will be held once every three years, then our next stockholder advisory vote on the compensation of NEOs vote will be at the Annual Meeting to be held in 2029.

SUMMARY COMPENSATION TABLE

Analysis of Fiscal 2026 Compensation Decisions

The compensation amounts for Edward J. Shoen, the Chairman and President of U-Haul Holding Company, and of the other executive officers are reviewed by the Compensation Committee. Base salaries for the NEOs did not materially change in Fiscal 2026.

Discretionary cash bonuses were paid to Edward J. Shoen, Jason A. Berg, John C. Taylor, Samuel J. Shoen, and Douglas M. Bell in Fiscal 2026 in recognition of their service to the Company as recommended by the President. The Company does not have an established bonus plan for its NEOs.

CEO PAY RATIO

Pursuant to the Dodd-Frank Act, we are required to disclose the median total annual compensation of all Company employees (excluding our principal executive officer), the total annual compensation of our principal executive officer, Mr. Edward J. Shoen, Chairman and President of U-Haul Holding Company (“PEO”), and the ratio of these two amounts.

The Company has elected to identify its median employee every three years unless a significant change in employee population or employee compensation arrangements occurs. In Fiscal 2026, Mr. Shoen earned $1,015,838, as reflected in the Summary Compensation Table included in this Proxy Statement. Our Fiscal 2026 median employee’s annual total compensation was $29,063. The ratio of the compensation paid to our PEO compared to the compensation paid to our median employee for Fiscal 2026 was 35:1.

In our Fiscal 2026 calculation, we calculated our median employee compensation using the same rules used to calculate total compensation for our PEO as set forth in the Summary Compensation Table. The pay ratio is a reasonable estimate calculated in accordance with SEC rules and methods for pay ratio disclosure. Due to estimates, assumptions and adjustments permitted under such rules, our pay ratio disclosures and methodologies may not be consistent with the disclosures and methodologies used by other companies.

In determining our median employee for Fiscal 2026, we prepared a list of all Company employees, whether full-time, part-time, temporary or seasonal, working in the United States and Canada as of March 31, 2026, and the taxable compensation paid to each such employee for Fiscal 2026. Mr. Shoen was not included on that list. We had approximately 34,700 employees as of March 31, 2026, of which 17,800 were full-time and 16,900 were part-time employees. The number of Company employees that worked in the United States was 32,600 and 2,100 in Canada. Employees on leaves of absence greater than one year were excluded from our list of employees.

To identify our median-compensated employee, we used a compensation measure consisting of base salary, base wages and bonuses for our employees. We did not annualize the compensation of any of our employees and, in accordance with the rules, we did not convert our part-time employees into a full-time equivalent status. The compensation paid to our Canadian employees was converted from Canadian dollars to U.S. dollars using a currency conversion rate representing the average daily conversion rate in the first and last months of Fiscal 2026. We did not make any cost-of-living adjustments to the wages paid to any employees.

PAY VERSUS PERFORMANCE

In accordance with Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain measures of the Company’s financial performance. SEC rules prescribe the disclosure included in this section; however, the information does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and the pay of its NEOs.

For Fiscal 2026, and for the fiscal years ended March 31, 2025, 2024, 2023, and 2022, the Compensation Committee did not utilize any benchmarking measure and traditionally has not recommended that compensation be tied directly to a specific performance measurement, market value of the Company’s Voting Common Stock or Non-Voting Common Stock, or benchmark related to any established peer or industry group. For a description of the Company’s compensation program, including its philosophy and objectives and its determination of compensation for the Company’s executive officers for Fiscal 2026, see “Compensation Discussion and Analysis” in this Proxy Statement. The Compensation Committee did not consider the pay versus performance disclosure below in connection with its review of the compensation of the Company’s executive officers for any of the years shown.