U-Haul Holding Co NV

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 2024, and for the fiscal years ended March 31, 2023, 2022, and 2021, 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 philosophy, objectives and other relevant policies and its determination of compensation for the Company’s executive officers for Fiscal 2024, see “Compensation Discussion and Analysis” in this Proxy Statement. The Compensation Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown.

(1)

Edward J. Shoen was our principal executive officer (“PEO”) for each year presented. The individuals comprising the Non-PEO named executive officers for each of the fiscal years ended March 31, 2023, 2022, and 2021 were Jason A. Berg, Chief Financial Officer of U-Haul Holding Company; John C. Taylor, President of U-Haul; Samuel J. Shoen, U-Box Project Manager; and Laurence J. De Respino, former General Counsel of U-Haul Holding Company through May 2023. The Non-PEO named executive officers for Fiscal 2024 were Jason A. Berg, John C. Taylor, Samuel J. Shoen (each holding the same positions as in the fiscal years ended March 31, 2023, 2022, and 2021), and Mark A. Haydukovich, former President of Oxford Life Insurance Company through April 2024.

(2)

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

(3)

Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” columns of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the fiscal year shown of all awards granted during such fiscal year; (ii) subtracting from the fair value as of the end of the prior fiscal year the amount equal to the fair value at the end of the prior fiscal year; and (iii) adding the fair value of the prior fiscal year awards granted using the closing price for the fiscal year shown. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our PEO and average CAP for our non-PEO NEOs. Our fiscal year begins on April 1 of each calendar year and ends on March 31 of the following year. For example Fiscal 2024 began on April 1, 2023 and ended on March 31, 2024. Equity values are calculated in accordance with FASB ASC Topic 718.

(4)

The Peer Group TSR set forth in this table reflects the Dow Jones US Transportation Average Index which we also utilize in the stock performance graph required by Item 201(e)(1)(ii) of Regulation S-K included in our Annual Report for the year ended March 31, 2024. The comparison assumes $100 was invested for the period starting April 1, 2020, through the end of the listed year in the Company and in the Dow Jones US Transportation Average Index, respectively and that all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance.

(5)

Earnings before interest, taxes, depreciation, and amortization for our Moving and Storage segment ("Moving and Storage EBITDA"), is a non-GAAP financial measure as defined under SEC rules. We determined Moving and Storage EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in Fiscal 2024 and the fiscal year ended March 31, 2023. Moving and Storage EBITDA may not have been the most important financial performance measure for the fiscal years ended March 31, 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

The following supplemental information is a reconciliation of Moving and Storage EBITDA to earnings from operations before consolidation of our insurance subsidiaries. The Company believes that widely accepted measures of operating profitability, such as earnings before interest, taxes, depreciation, and amortization, improve the transparency of the Company's disclosures and provide a meaningful presentation of the Company's results from its core business operations excluding the impact of items not related to the Company's ongoing core business operations and improve the period-to-period comparability of the Company's results from its core business operations. This non-GAAP financial measure is not a substitute for GAAP financial results and should only be considered in conjunction with the Company's financial information that is presented in accordance with GAAP.

Moving and Storage EBITDA

• before insurance subsidiaries

Description of Relationship Between Compensation Actually Paid and Company Total Shareholder Return (“TSR”). The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

Description of Relationship Between Compensation Actually Paid and Net Income. The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during each of the three most recently completed fiscal years.

Description of Relationship Between Compensation Actually Paid and Moving and Storage EBITDA. The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and Moving and Storage EBITDA (in thousands) during each of the three most recently completed fiscal years.

Description of Relationship Between Company TSR and Peer Group TSR. The following chart compares our cumulative TSR over each of the three most recently completed fiscal years to that of the Dow Jones US Transportation Average Index over the same period.

Tabular List of Most Important Financial Performance Measures. The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for Fiscal 2024 to Company performance. The measures in this table are not ranked.

Most Important Financial Measures

Moving and Storage EBITDA

Moving and Storage Combined Moving Transactions and Occupied Storage Unit Count

Moving and Storage Operating Cash Flows