U-Haul Holding Co NV

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 March 31,2024

or

☐ 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 001-11255

Securities registered pursuant to Section 12(b) of the Act:

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. 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 Securities Act. 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 ☒ 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 ☒ 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 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 ☒ Accelerated Filer☐

Non-accelerated Filer☐ Smaller Reporting Company☐

Emerging Growth Company☐

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.☐

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.☒

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.☐

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).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes☐ No☒

The aggregate market value of U-Haul Holding Company common stock held by non-affiliates on September 30, 2023 was $5,109,248,015. The aggregate market value was computed using the closing price for the common stock trading on NYSE on such date. Shares held by executive officers, directors and persons owning directly or indirectly more than 5% of the outstanding common stock have been excluded from the preceding number because such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

19,607,788 shares of Common Stock, $0.25 par value, were outstanding as of May 29, 2024.

176,470,092 shares of Series N Non-Voting Common Stock, $0.001 par value, were outstanding as of May 29, 2024.

Documents incorporated by reference: portions of U-Haul Holding Company’s definitive proxy statement for the 2023 annual meeting of stockholders, to be filed within 120 days after U-Haul Holding Company’s fiscal year ended March 31, 2024, are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report contains “forward-looking statements” regarding future events and our future results of operations. We may make additional written or oral forward-looking statements from time to time in filings with the SEC or otherwise. We believe such forward-looking statements are within the meaning of the safe-harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements may include, but are not limited to:

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the risk associated with COVID-19 or similar events on system members or customers;

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the impact of the economic environment on demand for our products and the cost and availability of debt and capital;

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estimates of capital expenditures;

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plans for future operations, products or services, financing needs, and strategies; our perceptions of our legal positions and anticipated outcomes of government investigations and pending litigation against us;

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liquidity and the availability of financial resources to meet our needs, goals and strategies;

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plans for new business, storage occupancy, growth rate assumptions, pricing, costs, and access to capital and leasing markets;

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the impact of our compliance with environmental laws and cleanup costs;

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our beliefs regarding our sustainability practices;

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our used vehicle disposition strategy;

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the sources and availability of funds for our rental equipment and self-storage expansion and replacement strategies and plans;

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our plan to expand our U-Haul® storage affiliate program;

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that additional leverage can be supported by our operations and business;

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the availability of alternative vehicle manufacturers;

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the availability and economics of electric vehicles for our rental fleet;

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our estimates of the residual values of our equipment fleet;

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our plans with respect to off-balance sheet arrangements;

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our plans to continue to invest in the U-Box® program;

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the impact of interest rate and foreign currency exchange rate changes on our operations;

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the sufficiency of our capital resources;

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the sufficiency of capital of our insurance subsidiaries;

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inflationary pressures that may challenge our ability to maintain or improve upon our operating margin;

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our belief that we have the financial resources needed to meet our business plans;

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our belief that we will maintain a high level of real estate capital expenditures in fiscal 2025;

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expectations regarding the potential impact to our information technology infrastructure and on our financial performance and business operations of technology, cybersecurity or data security breaches, including any related costs, fines or lawsuits, and our ability to continue ongoing operations and safeguard the integrity of our information technology infrastructure, data, and employee, customer and vendor information, as well as assumptions relating to the foregoing;

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our ability to increase transaction volume and improve pricing, product, and utilization for self-moving equipment rentals;

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our ability to maintain or increase adequate levels of new investment for our truck fleet;

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our ability to complete current projects, increase occupancy in our existing portfolio of locations, and acquire new locations;

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our ability to expand our Life Insurance segment in the senior market;

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our ability to grow our agency force, expand our product offerings, and pursue business acquisition opportunities in our Life Insurance segment;

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our belief that fiscal 2025 investments will be funded largely through debt financing, external lease financing and cash from operations; and

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our plan to expand owned storage properties and our belief that such development projects will be funded through a combination of internally generated funds, corporate debt and with borrowings against existing properties as they operationally mature.

The words “believe,” “expect,” “anticipate,” “plan,” “may,” “will,” “could,” “estimate,” “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made.

Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could significantly affect results include, without limitation, the risk factors enumerated below under the heading “Risk Factors” and other factors described in this Annual Report or the other documents we file with the SEC. These factors, the following disclosures, as well as other statements in this Annual Report and in the Notes to Consolidated Financial Statements, could contribute to or cause such risks or uncertainties, or could cause our stock price to fluctuate dramatically. Consequently, the forward-looking statements should not be regarded as representations or warranties by us that such matters will be realized. We assume no obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise, except as required by law.