8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

December 19, 2022

Date of Report (Date of earliest event reported)

U-Haul Holding Company

(Exact name of registrant as specified in its charter)

Nevada                                                    001-11255                                          88-0106815

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

5555 Kietzke Lane , Ste. 100

Reno , NV 89511

(Address of Principal Executive Offices)

775 668-6300

(Registrant’s telephone number, including area code)

N/A

_____________________________________________________________________________

(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.25 par value	UHAL	New York Stock Exchange
Common Stock, $0.001 par value	UHAL.B	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule   12b-2   of the Securities Exchange Act of 1934 (§240.12b-2   of this chapter).

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.     ☐

Item 5.03     Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year

The Board of Directors (the “Board”) of U-Haul Holding Company approved amendments to the Restated By-Laws of U-Haul Holding Company (the “By-Laws“) effective December 19, 2022. The Restated By-Laws (a) reflect the name change from AMERCO to U-Haul Holding Company and (b) include a supplement to the existing exception to the applicability of Nevada’s “acquisition of controlling interest” statutes (NRS 78.378 to 78.3793) to also include any and all acquisitions of any class or series of our capital stock effected by Edward J. Shoen, Mark V. Shoen, or any of their respective affiliates, associates, related entities or family members.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.  

Exhibit No.	Description
3.2	Restated By-Laws of U-Haul Holding Company
3.3	Articles of Merger of U-Haul Holding Company

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

U-Haul Holding Company

(Registrant)

/s/ Jason A. Berg

Jason A. Berg

Chief Financial Officer

Date: December 19, 2022

EX-3.2

RESTATED BYLAWS OFU-HAUL HOLDING COMPANY

a NevadaCorporation Dated as of December 19,2022

ArticleI.

OFFICES

1. Offices:

The principal office and registered office of the corporation shall be located in the State of Nevada at such locations as the Board of Directors may from time to time authorizeby resolution. The corporation may have such other offices either within or withoutthe State of Nevada as the Board of Directors may designate or as the business ofthe corporation may require from time totime.

2. References:

Any reference herein made to law will be deemed to refer to the law of the Stateof Nevada, including any applicable provisions of the Nevada Revised Statutes, as atany given time in effect. Any reference herein made to the "Articles of Incorporation" willbe deemed to refer to the applicable provision or provisions of the Articles ofIncorporation of the corporation, and all amendments thereto, as at any given time on file with the office of the Secretary of State ofNevada.

3. Shareholders ofRecord:

The word "shareholder" as used herein shall mean any person whose name appears onthe stock ledger of theCorporation.

Article II.

SHAREHOLDERS

1. AnnualMeeting:

A meeting of shareholders shall be held annually for the election of directors at suchdate and time as may be designated by resolution of the Board of Directors from time totime. Any other business may be transacted at the annual meeting. The annual meeting shallbe held within a reasonable interval after close of the fiscal year so that the informationin the annual report is relatively timely, on a date and at a time of day and placeas determined by the Board ofDirectors.

2. SpecialMeetings:

1. Special meetings of the shareholders may be held wheneverand wherever called by the Chairman of the Board of Directors, a majority of the Boardof Directors, or upon the delivery of proper written request of the holders of not lessthan fifty percent (50%) of all the shares outstanding and entitled to vote at such meeting.The business which may be conducted at any such special meeting will be confined tothe purposestatedinthenoticethereof,andtosuchadditionalmattersasthechairmanofthe meeting may rule to be germane to suchpurposes.

2. For purposes of this Section, proper written request for the call ofa special meeting shall be made by a written request specifying the purposes for any special meeting requested and providing the information required by Section 5 hereof.Such written request must be delivered either in person or by registered or certified mail,return receipt requested, to the Chairman of the Board of Directors, or such other person asmay be specifically authorized by law to receive such request. Within thirty (30) daysafter receiptofproperwrittenrequest,aspecialmeetingshallbecalledandnoticegiveninthe manner required by these By-Laws and the meeting shall be held at a time andplace selected by the Board of Directors, but not later than ninety (90) days after receipt ofsuch proper written request. The shareholder(s) who request a special meeting ofshareholders must pay the corporation the corporation's reasonably estimated cost of preparingand mailing a notice of a meeting of shareholders before such notice is prepared andmailed.

3. Notice:

Notice of any meeting of the shareholders will be given by the corporation as providedby law to each shareholder entitled to vote at such meeting. A copy of the notice mustbe delivered personally, mailed postage prepaid or delivered by electronic transmission,to each stockholder of record entitled to vote at the meeting not less than 10 nor more than 60daysbeforethemeeting.Ifmailed,itmustbedirectedtotheshareholderathisorher address as it appears upon the records of the Company or its transfer agent.Personal deliveryofanysuchnoticetoanyofficerofacorporationorassociation,toanymember of a limited-liability company managed by its members, to any manager of alimited­ liability company managed by managers, to any general partner of a partnership or toany trustee of a trust constitutes delivery of the notice to the corporation, association,limited­ liability company, partnership or trust. Any such notice may be waived as providedby law.

4. Right toVote:

Foreachmeetingoftheshareholders,theBoardofDirectorswillfixinadvancearecord date as contemplated by law, and the shares of stock and the shareholders "entitledto vote" (as that or any similar term is herein used) at any meeting of the shareholderswill be determined as of the applicable record date. The Secretary (or in his or her absencean Assistant Secretary) will see to the making and production of any record ofshareholders entitled to vote that is required by law.Any such entitlement may be exercisedthrough

proxy, or in such other manner as is specifically provided by law. Unless a proxyis deemed irrevocable under applicable law, no proxy is valid after the expiration of6 months from the date of its creation unless the stockholder specifies in it the lengthof timeforwhichitistocontinueinforce,whichmaynotexceed7yearsfromthedateof its creation. In the event of contest, the burden of proving the validity of anyundated, irrevocable, or otherwise contested proxy will rest with the person seeking to exercisethe same. An electronic transmission creating a proxy transmitted by a stockholder, or bya person or persons authorized to act for a stockholder, shall be deemed to be effectivefor purposes of thisSection.

5. Manner of Bringing Business Before theMeeting:

At any annual or special meeting of shareholders only such business (including nomination as a director) shall be conducted as shall have been properly broughtbefore the meeting. In order to be properly brought before the meeting, such business must bea proper subject for shareholder action under Nevada law and must have either been(A) specified in the written notice of the meeting (or any supplement thereto) givento shareholders on the record date for such meeting by or at the direction of the Boardof Directors, (B) brought before the meeting at the direction of the Board of Directors orthe chairman of the meeting, selected as provided in Section 9 of this Article II, or(C) specified in a written notice given by or on behalf of a shareholder on the record datefor suchmeetingentitledtovotethereatoradulyauthorizedproxyforsuchshareholder,in accordancewiththefollowingrequirements.Anoticereferredtoinclause(C)hereof must be delivered personally to, or mailed to and received at, the principalexecutive office of the corporation, addressed to the attention of the Secretary, not more than ten (10) days after the date of the initial notice referred to in clause (A) hereof, in the caseof business to be brought before a special meeting of shareholders, and not less than one hundred andtwenty(120)dayspriortotheanniversarydateoftheinitialnoticereferredtoinclause(A)hereofwithrespecttothepreviousyear'sannualmeeting,inthecaseofbusinesstobebroughtbeforeanannualmeetingofshareholders.Suchnoticereferredtoinclause(C)hereofshallsetforth(i)afulldescriptionofeachsuchitemofbusinessproposedtobebroughtbeforethemeetingandthereasonsforconductingsuchbusinessatsuchmeeting,(ii)thenameandaddressofthepersonproposingtobringsuchbusinessbeforethemeeting,(iii)theclassandnumberofsharesheldofrecord,heldbeneficially,andrepresentedbyproxybysuchperson asoftherecorddateforthemeeting,ifsuchdatehasbeenmadepubliclyavailable,orasofadatenotlaterthanthirty(30)dayspriortothedeliveryoftheinitialnoticereferredtoinclause(A)hereof,iftherecorddatehasnotbeenmadepubliclyavailable,(iv)ifanyitemofsuchbusinessinvolvesanominationfordirector,allinformationregardingeachsuchnomineethatwouldberequiredtobesetforth in a definitive proxy statement filed with the Securities and Exchange CommissionpursuanttoSection14oftheSecuritiesExchangeActof1934,asamended,oranysuccessorthereto,andthewrittenconsentofeachsuchnominee toserveifelected,(v)anymaterialinterestofsuchshareholderinthespecifiedbusiness,(vi)whether ornotsuchshareholderisamemberofanypartnership,limitedpartnership,syndicate,orothergrouppursuantto any agreement, arrangement, relationship, understanding, orotherwise,whetherornotinwriting,organizedinwholeorinpartforthepurpose of acquiring, owning, or voting shares of the corporation, and (vii) all other informationthat would be required to be filed with the Securities and Exchange Commission if,with respect to the business proposed to be brought before the meeting, the personproposing such business was a participant in a solicitation subject to Section 14 of theSecurities Exchange Act of 1934, as amended, or any successor thereto. No business shallbe brought before any meeting of the shareholders

of the corporation otherwise thanas provided in thisSection.

Notwithstanding compliance with the foregoing provisions, the Board of Directorsshall not be obligated to include information as to any shareholder nominee for director orany other shareholder proposal in any proxy statements or other communication sentto shareholders.

The chairman of the meeting may, if the facts warrant, determine that any proposeditem of business or nomination as director was not brought before the meeting inaccordance withtheforegoingprocedure,andifheshouldsodetermine,heshallsodeclaretothe meeting and the improper item of business or nomination shall bedisregarded.

6. Right toAttend:

Except only to the extent of persons designated by the Board of Directors or thechairman of the meeting to assist in the conduct of the meeting, and except as otherwisepermitted by the Board of Directors or the chairman of the meeting, the persons entitled toattend any meeting of shareholders may be confined to (i) shareholders entitled to votethereat and (ii) the persons upon whom proxies valid for purposes of the meeting havebeen conferred or their dulyappointed substitutes(iftherelatedproxiesconferapowerof substitution);provided, however, that the Board of Directors or the chairman of the meeting may establishrules limiting the number of persons referred to in clause (ii) as being entitled to attendon behalf of any shareholder so as to preclude such an excessively large representationof such shareholder at the meeting as, in the judgment of the Board of Directors orchairman of the meeting, would be unfair to other shareholders represented at the meeting orbe unduly disruptive to the orderly conduct of business at such meeting (whethersuch representation would result from fragmentation of the aggregate number of shares heldby such shareholder for the purpose of conferring proxies, from the naming ofan excessively large proxy delegation by such shareholder, or from employment of anyother device). A person otherwise entitled to attend any such meeting will cease to beso entitled if, in the judgment of the chairman of the meeting, such person engages thereatin disorderly conduct impeding the proper conduct of the meeting in the interests ofall shareholders as agroup.

7. QuorumRequirements:

One-third of the outstanding shares of the corporation entitled to vote, representedin person or by proxy, shall constitute a quorum at a meeting of the shareholders.Ifless thanone-thirdoftheoutstandingsharesarerepresentedatameeting,themajorityofthe shares so represented may adjourn the meeting without further notice. At suchadjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting originallycalled.

8. Tellers:

The Board of Directors, in advance of any shareholders meeting may appoint one ormore tellers to act at such meeting (and any adjournment thereof), and may appoint oneor more alternate tellers to serve (in the order designated) in the absence of any telleror tellers so appointed. If any person appointed as a teller or alternate teller fails toappear or to act, a substitute may be

appointed by the chairman of the meeting.The tellers (acting through a majority of them on any disputed matter) will determine the numberof shares outstanding, the authenticity, validity and effect of proxies, the credentialsof personspurportingtobeshareholdersorpersonsnamedorreferredtoinproxies,andthe number of shares represented at the meeting in person andbyproxy;theywillreceive and count votes, ballots, and consents and announce the results thereof; they will hearand determine all challenges and questions pertaining to proxies and voting; and, ingeneral, they will perform such acts as may be proper to conduct elections and voting with complete fairness to all shareholders. No teller need be a shareholder of the corporation. Unless otherwise provided in the Articles ofIncorporationorother governing instrument, each shareholder shall be entitled to one votefor each share of stockheldbyhimorher,and,intheeventashareholderholdsafractionofashareora full share plus a fraction, any such fractional share shall be entitled to aproportionate fraction of one vote or such other votes, if any, as is provided in the Articlesof Incorporation or other governinginstrument.

9. Organization and Conduct ofBusiness:

Each shareholders' meeting will be called to order and thereafterchairedby the Chairman of the Board of Directors if there then is one; or, if not, or if the Chairman of the Board of Directors is absent or so requests, then by the President; or if boththe ChairmanoftheBoardofDirectorsandthePresidentareunavailable,thenbysuchother officer of the corporation or such shareholder as may be appointed by the Boardof Directors. The Secretary (or in his or her absence an Assistant Secretary) of the corporation will act as secretary of each shareholders meeting; if neither the Secretarynor an Assistant Secretary is in attendance, the chairman of the meeting may appointany person(whetherashareholderornot)toactassecretarythereat.Aftercallingameeting to order, the chairman of the meeting may require the registration of allshareholders intending to vote in person, and the filing of all proxies, with the teller or tellers, if oneor more have been appointed (or, if not, with the secretary of the meeting). Afterthe announced time for such filing of proxies has ended, no further proxies orchanges, substitutions, or revocations of proxies will be accepted. The chairman of themeeting will, among other things, have absolute authority to determine the order of business tobe conducted at such meeting and to establish rules for, and appoint personnel to assistin, preserving the orderly conduct of the business of the meeting (including any informal,or question and answer, portions thereof).Any informational or other informal session of shareholders conducted under the auspices of the corporation after the conclusion ofor otherwise in conjunction with any formal business meeting of the shareholders willbe chairedbythesamepersonwhochairstheformalmeeting,andtheforegoingauthority on his or her part will extend to the conduct of such informalsession.

10. Voting:

The number of shares voted on any matter submitted to the shareholders whichis required to constitute their action thereon or approval thereof will be determinedin accordance with applicable law, the Articles of Incorporation, and these By-Laws,if applicable. Voting will be by ballot on any matter as to which a ballot vote isdemanded, prior to the time the voting begins, by any person entitled to vote on suchmatter; otherwise, a voice vote will suffice.No ballot or change of vote will be acceptedafter the polls have been declared closed following the ending of the announced timefor voting.

11. Shareholder Approval orRatification:

The Board of Directors may submit any contract or act for approval or ratification atany duly constituted meeting of the shareholders, the notice of which either includesmention of the proposed submittal or is waived as provided by law. If any contract or actso submitted is approved or ratified by a majority of the votes cast thereon at suchmeeting, the same will be valid and as binding upon the corporation and all of its shareholders asit would be if approved and ratified by each and every shareholder of thecorporation.

12. Informalities andIrregularities:

All informalities or irregularities in any call or notice of a meeting, or in the areasof credentials, proxies, quorums, voting, and similar matters, will be deemed waived ifno objection is made at themeeting.

13. Action Without aMeeting:

Shareholder action by written consent isprohibited.

14. Application of Nevada Revised Statutes Sections 78.378 to 78.3793,inclusive:

The provisions of Sections 78.378 to 78.3793, inclusive, of the Nevada RevisedStatutes shall not apply to (i) the exchange of shares of the corporation's Series A CommonStock, 0.25 par value, for shares of the corporation's "Common Stock, $0.25 Par Value"(as defined in the Articles of Incorporation) held by Mark V. Shoen, James P. Shoenand Edward J. Shoen or to any exchange of shares of the corporation's Common Stock,$0.25 par value for shares of the corporation's Series A Common Stock, $0.25 par value held by Mark V. Shoen, James P. Shoen and Edward J.Shoen; or (ii) any and all acquisitions, directly or indirectly or otherwise, of any class or series of the Corporation’s capital stock effected by Edward J. Shoen, Mark V. Shoen, or any of their respective affiliates, associates, related entities or family members.

15. Alternative Means for Participating AtMeeting:

The Board of Directors may, in its sole discretion, determine that a meetingof shareholders shall not be held at any place, but may instead be held solelythrough electronic communications, videoconferencing, teleconferencing or otheravailable technology which allows the shareholders to communicate simultaneouslyor sequentially. Participation in a meeting pursuant to this Section 15 of ArticleII, constitutes presence in person at themeeting.

ArticleIII.

BOARD OFDIRECTORS

1. Number and Term ofDirectors:

The Board of Directors ("Board of Directors") shall consist of not less than 4 normore than 8 directors (each a "director"), the exact number of directors to be determinedfrom time to time solely by a resolution adopted by an affirmative vote of a majority ofthe entire Board of

Directors.

A director shall hold office for a term of one year, commencing upon the effectivetime of his or her appointment or election to the Board of Directors, and ending at such timeas he or she is re-elected or his or her successor shall be elected and shall qualify uponthe vote at the next annual meeting of stockholders of the Corporation; subject however,to prior death, resignation, retirement, disqualification or removal from office. Directors need not bestockholders.

2. Vacancies:

Newly created directorships resulting from an increase in the number of the directorsand any vacancy on the Board of Directors shall be filled by an affirmative vote of amajority oftheBoardofDirectorstheninoffice.AdirectorelectedbytheBoardofDirectorsto fill a vacancy shall hold office until the next meeting of shareholders calledforthe election of directors and until his or her successor shall be elected and shallqualify; provided, however, that if a vacancy on the Board of Directors occurs or is filled afterthe date by which a shareholder, acting in accordance with Article II, Section 5(C) ofthese By-Laws, may present a director nomination before the next meetingofshareholders called for the election of directors, the director elected by the Board of Directors tofill such vacancy shall hold office until the next meeting of shareholders calledforthe electionofdirectorsatwhichashareholder,actinginaccordancewithArticleII,Section 5(C) of these By-Laws, may present a directornomination.

3. RegularMeetings:

After the adjournment of the annual meeting of the shareholders of the corporation,the newly elected directors shall meet for the purpose of organization, the electionof officers, and the transaction of such other business as may come before said meeting.No

notice shall be required for such meeting. The meeting may be held within or withoutthe State of Nevada. Regular meetings, other than the annual ones, may be held atregular intervals at such times and places as the Board of Directors mayprovide.

4. SpecialMeetings:

Special meetings of the Board of Directors may be called at any time by the Chairmanof the Board of Directors or by any three (3) members of the seats on the Board ofDirectors givingwrittennoticethereoftotheChairmanoftheBoardofDirectors, orsaidspecial meeting may be called without notice by unanimous consent of all the members bythe presence of all the members of said board at any such meeting. The special meetingsof the Board of Directors may be held within or without the State ofNevada.

5. Notice:

No notice need be given of regular meetings of the Board of Directors.Notice ofthe time and place (but not necessarily the purpose or all of the purposes) of anyspecial meetingwillbegiventoeachdirectorinpersonorbytelephone,orviamailortelegram addressed in the manner then appearing on the corporation's records. Notice toany directorofanysuchspecialmeetingwillbedeemedgivensufficientlyinadvancewhen (i), if given by mail, the same is deposited in the United States mail at least fourdays before the meeting date, with postage thereon prepaid, (ii) if given by telegram, thesame is delivered to the telegraph office for fast transmittal at least 48 hours prior tothe convening of the meeting, (iii) if given by facsimile transmission, the same is receivedby thedirectororanadultmemberofhisorherofficestafforhousehold,atleast24hours prior to the convening of the meeting, or (iv) if personally delivered or givenby telephone, the same is handed, or the substance thereof is communicated overthe telephone, to the director or to an adult member of his or her office staff or household, at least 24 hours prior to the convening of the meeting. Any such notice may be waivedas providedbylaw.Nocallornoticeofameetingofdirectorswillbenecessaryifeachof them waives the same in writing or by attendance. Any meeting, once properlycalled and noticed (or as to which call and notice have been waived as aforesaid) and at whicha quorum is formed, may be adjourned to another time and place by a majority of thosein attendance.

6. Quorum:

A majority of the Board of Directors shall constitute a quorum for the transactionof business, except where otherwise provided by law or by these By-Laws, but if atany meeting of the seats on the Board of Directors less than a quorum is present, a majorityof those present may adjourn the meeting from time to time until a quorum isobtained.

7. Action by Telephone orConsent:

Any meeting of the Board of Directors or any committee thereof may be heldby conference telephone or similar communications equipment as permitted by law inwhich case any required notice of such meeting may generally describe the arrangements(rather than the place) for the holding thereof, and all other provisions herein contained or referred to will apply to such meeting as though it were physically held at asingle place. Action may also be taken by the Board of Directors or any

committeethereof without a meeting if the members thereof consent in writing thereto as contemplatedby law.

8. Order ofBusiness:

The Board of Directors may, from time to time, determine the order of business attheir meeting.The usual order of business at such meetings shall be asfollows:

1st.Roll Call; a quorum being present

2nd.Reading of minutes of the preceding meeting and action thereon

3rd.Consideration of communications of the Board of Directors

4th.Reports of officials and committees

5th.Unfinished business

6th.Miscellaneous business

7th.New business

8th.Adjournment

9. Voting:

Any matter submitted to a vote of the directors will be resolved by a majority of thevotes castthereon.Ifduringthecourseofanyannual,regularorspecialmeetingoftheBoard ofDirectors,atwhichallthemembersofsaidboardarepresentandvote,thereisavote takenandthevoteisevenlydividedbetweenequalnumbersofdirectors,then,andonly then, the Chairman of the Board of Directors shall break the deadlock by casting asecond and deciding vote. This power may be exercised by the Chairman of the Boardof Directors as to any and every issue that properly comes to the board for a vote,including, but not limited to the election ofofficers.

Article IV.

POWER OFDIRECTORS

1. Generally:

Governance of the corporation shall be vested in the Board ofDirectors.

2. Special Powers: In furtherance and not in limitation of the powers conferredby the laws of the State of Nevada, the Board of Directors is expresslyauthorized andempowered:

1. To make, alter, amend, and repeal theBy-Laws.

2. Subject to the applicable provisions of the By-Laws then in effect,to determine,fromtimetotime,whetherandtowhatextent,andatwhat times and places, and under what conditions and regulations,the accounts and books of the Corporation, or any of them, shall be open to stockholder inspection. No stockholder shall have any right to inspect any of the accounts, books or documents of theCorporation, except as permitted by law, unless and until authorized to do so,by resolution of the Board of Directors or of the shareholders ofthe Corporation;

3. To authorize and issue, without stockholder consent, obligations ofthe Corporation, secured and unsecured, under such terms andconditions astheBoardofDirectors,initssolediscretion,maydetermine,andto pledge or mortgage, as security therefor, any real or personalproperty of the Corporation, including after-acquiredproperty;

4. To determine whether any and, if so, what part, of the earned surplus of the Corporation shall be paid in dividends to the stockholders,and to direct and determine other use and disposition of any suchearned surplus;

5. To fix, from time to time, the amount of the profits of theCorporation to be reserved as working capital or for any other lawfulpurpose;

6. To establish bonus, profit-sharing, stock option, or other typesof incentive compensation plans for the employees, including officers and directors, of the Corporation, and to fix the amount of profits tobe shared or distributed, and to determine the persons to participate inany such plans and the amount of their respectiveparticipations;

7. To designate, by resolution or resolutions passed by a majority ofthe whole Board of Directors, one or more committees, each consistingof one or more directors, which, to the extend permitted by lawand authorized by the resolution or the By-Laws, shall have andmay exercise the powers of the Board ofDirectors;

8. To provide for the reasonable compensation of its own membersby By-Laws, and to fix the terms and conditions upon whichsuch compensation will bepaid;

1. In addition to the powers and authority hereinbefore, or bystatute, expressly conferred upon it, the Board of Directors may exerciseall such powers and do

all such acts and things as may be exercisedor done by the Corporation, subject, nevertheless, to the provisions ofthe laws of the State of Nevada, of the Articles of Incorporation, andof these By-Laws of theCorporation.

ArticleV.

COMMITTEES

FromtimetotimetheBoardofDirectors,byaffirmativevoteofamajorityofthe wholeBoardofDirectorsmayappointanycommitteeorcommitteesforanypurposeor purposes, and such committee or committees shall have and may exercise such powersas shall be conferred or authorized by the resolution of appointment; provided,however, that such committee or committees shall at no time have more power than thatauthorized bylaw.

OFFICERS

1.Officers:

The officers of the corporation shall consist of the Chairman of the Board of Directors,a President, one or more Vice-Presidents, Secretary, Assistant Secretaries,Treasurer, Assistant Treasurer, a resident agent and such other officers as shall from time to timebe provided for by the Board of Directors. Such officers shall be elected by ballotor unanimous acclamation at the meeting of the Board of Directors after the annualelection ofdirectors.Inordertoholdanyelectiontheremustbequorumpresent,andanyofficer receivingamajorityvoteshallbedeclaredelectedandshallholdofficeforoneyearand until his or her respective successor shall have been duly elected and qualified;provided, however,thatallofficers,agentsandemployeesofthecorporationshallbesubjectto removal from office peremptorily by vote of the Board of Directors at anymeeting.

2. Powers and Duties of Chairman of the Board ofDirectors:

The Chairman of the Board of Directors will serve as a general executive officer, butnot necessarily as a full-time employee, of the corporation. He or she shall preside atall meetings of the shareholders and of the Board of Directors, shall have the powersand duties set forth in these By-Laws, and shall do and perform such other duties as from time to time may be assigned by the Board ofDirectors.

3. Powers and Duties ofPresident:

The President shall at all times be subject to the control of the Board of Directors. He shall have general charge of the affairs of the corporation. He shall supervise overand directallofficersandemployeesofthecorporationandseethattheirdutiesareproperly performed. The President, in conjunction with the Secretary, shall sign and executeall contracts, notes, mortgages, and all other obligations in the name of the corporation,and with the Secretary or Assistant Secretary shall sign all certificates of the shares ofthe capital stock of thecorporation.

The President shall each year present an annual report of the preceding year's businessto the Board of Directors at a meeting to be held immediately preceding the annualmeeting of the shareholders, which report shall be read attheannualmeetingofthe shareholders. ThePresidentshalldoandperformsuchotherdutiesasfromtimetotime may be assigned by the Board of Directors tohim.

NotwithstandinganyprovisiontothecontrarycontainedintheBy-Lawsofthe corporation, theBoard of Directors may at any time and from time to time direct the mannerinwhichanyperson orpersonsbywhom anyparticular contract,document,note orinstrument in writing ofthecorporationmayorshallbe signedby andmay authorize any officer or officersof the corporation to sign such contracts, documents, notes or instruments.

4. Powers and Duties ofVice-President:

The Vice-President shall have such powers and perform such duties as may be assigned tohimbytheBoardofDirectorsof thecorporationandintheabsenceorinabilityof the President, the Vice-President shall perform the duties of thePresident.

5. Powers and Duties of the Secretary and AssistantSecretary:

TheSecretaryofsaidcorporationshallkeeptheminutesofallmeetingsoftheBoardof Directors and the minutes of all meetings of the shareholders, and also when requestedby a committee, the minutes of such committee, in books provided for the purpose. Heshall attendtothegivingandservingofnoticeofthecorporation.Itshallbethedutyofthe SecretarytosignwiththePresident,inthenameof thecorporation,allcontracts,notes, mortgages, and other instruments and other obligations authorized by the Boardof Directors, and when so ordered by the Board of Directors, he shall affix the sealof corporation thereto. The Secretary shall have charge of all books, documents, andpapers properly belonging to his office, and of such other books and papers as the Boardof Directors may direct. In the absence or inability of the Secretary, the AssistantSecretary shall perform the duties of theSecretary.

6. Execution ofInstruments:

In addition to the provisions of any previous By-Laws respecting the executionof instrumentsofthecorporation,theBoardofDirectorsmayfromtimetotimedirectthe manner in which any officer or officers or by whom any particular deed,transfer, assignment, contract, obligation, certificate, promissory note, guarantee andother instrument or instruments may be signed on behalf of the corporation and any acts ofthe Board of Directors subsequent to the 1st day of December, 1978 in accordance withthe provision of this By-Law are hereby adopted, ratified and confirmed as actionsbinding upon and enforceable against thecorporation.

7. Powers and Duties of Treasurer and AssistantTreasurer:

The Treasurer shall have the care and custody of all funds and securities ofthe corporation, and deposit the same in the name of the corporation in such bank or banksor

other depository as the directors may select. He shall sign checks, drafts, notices,and orders for the payment of money, and he shall pay out and dispose of the same underthe direction of the Board of Directors, but checks may be signed as directed by the Boardof Directors by resolution. The Treasurer shall generally perform the duties of and actas the financial agent for the corporation for the receipts and disbursements of its funds.He shall give such bond for the faithful performance of his duties as the Board ofDirectors may determine. The office of the Treasurer of said corporation may be held by thesame person holding the President, Vice-President or Secretary's office, provided the Boardof Directors indicates the combination of these offices. In the absence or inability ofthe Treasurer, the Assistant Treasurer shall perform the duties of theTreasurer.

ArticleVI.

STOCK AND CERTIFICATES ANDTRANSFERS

1. Stock and Certificates andTransfers:

Sharesofstockofthecorporationshallbeevidencedbycertificatesinsuchformasthe Board of Directors may from time to time prescribe; provided, however, that the Company shall also be authorized to issue uncertificated shares of all or certain classesor series of stock of the corporation. All certificates for the shares of the capital stock ofthe corporation shall be signed by the President or Vice-President, and Secretary orAssistant Secretary. Each certificate shall show upon its face that the corporation is organized under the laws of Nevada, the number and par value, if any, of each share representedby it, and the name of the person owning the shares represented thereby, with the numberof each share and the date of issue. The transfer of any certificated share or shares of stock in the corporation may be made by surrender of the certificate issued therefor, andthe written assignment thereof by the owner or his duly authorized agent orattorney-in­ fact. Upon such surrender and assignment, a new certificate (or uncertificated shares,at the discretion of the corporation) shall be issued to the assignee as he may be entitled,but without such surrender and assignment no transfer of stock shall be recognized bythe corporation. The transfer of any uncertificated share or shares of stock in thecorporation maybemadeonlyuponthecorporation'sreceiptofpropertransferinstructionsfromthe registered owner of the share or shares. The Board of Directors shall have thepower concerning the issue, transfer and registration of certificates for agents and registrarsof transfer, and may require all stock certificates to bear signatures of either or both.The stock transfer books shall be closed ten days before each meeting of the shareholdersand during such period no stock shall be transferred. The corporation may treat as the absoluteownerofsharesofthecorporationthepersonorpersonsinwhosenameshares are registered in the corporation's stock transferbooks.

2. Right of First Refusal on Its Common Stock, $0.25 parvalue:

1. In case any holder of shares of the corporation's commonstock, $0.25 par value, and Series A Common Stock, $0.25 parvalue (collectively, the "Common Stock") shall wish to make anysale, transfer or other disposition of all or any partoftheCommon Stock held by him, he shall first notify the Secretary ofthe corporation in writing designating the number of sharesof CommonStockwhichhedesirestodisposeof,thename(s)ofthe person( s) to whom such shares are to be disposed of, and thebona fide cash price at which such shares are to be disposedof.The right of first refusal set forth in this paragraph shall not applyto shares of the Corporation's Series B CommonStock.

2. The corporation shall have a period of 30 calendar daysfollowing the date of its receipt of such notice to determine whether itwishes to purchase such shares at the price stated therein.Such determination shall be made by the corporation by its deliveryto such holder of a written acceptance of such offer within such30- day period. Such written acceptance shall specify the date (tobe not later than the tenth calendar day following the date onwhich such 30-day period expired), time and place at which suchholder shalldelivertothecorporationthecertificate(s)forthesharesof Common Stock to be so sold against the deliverybythe corporation of a certified or bank cashier's check in the amountof the purchase pricetherefor.

3. If the corporation shall not so accept such offer within such30-day period, then such holder shall be entitled, for a period of 90days commencing on the first day after the date on which such30-day period expires, to dispose of all or any part of the sharesof Common Stock designated in such notice to the corporation atthe price set forth therein to the prospective named transferee(s)and such transferee(s) shall be entitled to have such sharestransferred upon the books of the corporation upon its acquisition thereofat such price. If such holder shall not dispose of all or any part of such shares within such 90-day period (or, in the event of a saleof part thereof, the shares remaining untransferred), such sharesshall continue to be subject in all respects to the provision of thisArticle VI, Section2.

4. All certificates for shares of Common Stock shall, so long asthe provisions of this Article VI, Section 2 shall be in effect, bearthe followinglegend:

"The transfer of the shares represented by this certificate issubject toarightoffirstrefusalbythecorporationasprovidedinitsBy-

Laws, and no transfer of this certificate or the sharesrepresented hereby shall be valid or effective unless and until such provisionof theBy-Lawsshallhavebeenmet.AcopyoftheBy-Lawsofthe corporation is available for inspection at the principal office ofthe corporation."

5. The provisions of this Article VI, Section 2 may be terminatedor modified at any time by the affirmative vote of not less thana majority of the then number of directors of the corporation.Each holder of shares of Common Stock shall be notified of anysuch termination and shall have the right to exchange hisoutstanding certificate for such shares for a certificate without theaforesaid legend.

f. The provisions of this Article VI, Section 2 may be extendedto other classes or series of the corporation's stock prior tothe issuance thereof upon the affirmative vote of not less thana majority of the then number of directors of thecorporation.

g. The provisions of this Article VI, Section 2shallnotapplyto shares of the corporation's Common Stock (i) sold, transferred,or otherwise disposed of by the Trust under the U-Haul Holding CompanyEmployee Stock Ownership Plan,(ii) sold in a bona fide underwritten public offering or in a bonafide public distribution pursuant to Rule 144 under the Securities Actof 1933 (provided however that if such public distribution ispursuant to Rule 144(k) then, notwithstanding the provisionsof Rule 144(k), such distribution shall comply with the "manner ofsale" requirements of Rule 144(f) and (g)), or (iii) sold, transferred,or otherwise disposed of by a member of the publicwhoacquired such Common Stock in a transaction permittedby thisParagraph g.

3. LostCertificates:

In the event of the loss, theft or destruction of any certificate representingshares ofstockofthiscorporation,thecorporationmayissue(or,inthecaseofanysuchstock as to which a transfer agent and/or registrar have been appointed, may direct suchtransfer agent and/or register to countersign, register and issue) a replacement certificate(or uncertificated shares, at the discretion of the corporation) in lieu of that alleged to belost, stolen or destroyed, and cause the same to be delivered to the owner of thestock represented thereby, provided that the owner shall have submitted such evidenceshowing the circumstances of the alleged loss, theft or destruction, and his or her ownership ofthe certificate as the corporation considers satisfactory, together with any other factswhich the corporation considers pertinent, and further provided that an indemnityagreement and/or indemnity bond shall have been provided in form and amount satisfactory tothe corporation and to its transfer agents and/or registrars, ifapplicable.

ArticleVII.

FISCALYEAR

The fiscal year of the corporation shall be fixed by resolution of the Boardof Directors.

ArticleVIII.

NOTICE BY ELECTRONICTRANSMISSION

Without limiting the manner by which notice otherwise may be giveneffectively toshareholders,ordirectorsanynoticegivenbytheCompanyunderapplicablelaw,the Articles of Incorporation or these By-Laws shall be effective if given by a form of electronic transmission. As used in these By-Laws "electronic transmission" meansany form or process of communication not directly involving the physical transfer of paperor another tangible medium which: (1) Is suitable for the retention,retrievaland reproduction of information by the recipient; and (2) Is retrievable and reproduciblein paper form by the recipient through an automated process used inconventional commercial practice, unless otherwise authorized in accordance with NevadaRevised Statute 75.150 or successor law governing electronic transmission. Notice byelectronic transmission shall be deemed to be effective for purposes of this Article VIII whenthe electronic transmission is received in accordance with any of the procedures set forthin Nevadalaw.Theearliestdateon whichsuchelectronictransmissionisreceivedshall be deemed to be the date on which such transmission becomeseffective.

ArticleIX

AMENDMENT OFBY-LAWS

1. Amendment of By-Laws by the Board ofDirectors:

The By-Laws may be amended by a majority vote of the Board of Directors ofthis corporation at any meeting of the Board ofDirectors.

2. Shareholder Amendment ofBy-Laws:

TheshareholderscanamendtheseBy-laws,whichpowermaybeexercisedonlybythe affirmative vote of two-thirds of all of the outstanding shares of Common Stock ofthe Corporation entitled to vote, which vote must be by ballot at a duly constituted meeting of the shareholders, the notice of which meeting must include the proposedamendment. Thisprovisionmaybeamendedonlybytheaffirmativevoteoftwo-thirdsofallofthe outstanding shares of Common Stock of the Corporation entitled to vote, which votemust be by ballot at a duly constituted meeting of the shareholders, the notice ofwhich meeting must include the proposedamendment.

ArticleX INDEMNIFICATION

The Corporation must indemnify and hold harmless, to the fullest extent permittedor authorized by applicable law as it presently exists or may hereafter be amended,its officers, directors, agents and employees, as specifically set forth in the Articlesof Incorporation of the Corporation, as the same may be amended from time to time.

ArticleXI.

FORUM SELECTION

The District Court in the State of Nevada shall be the sole and exclusive forum for (i)any derivative action or proceeding brought on behalf of the corporation; (ii) anyaction asserting a claim of breach of a fiduciary duty owed by any director or officer ofthe corporation to the corporation or the corporation's shareholders; (iii)any action asserting a claim against the corporation arising pursuant to any provision of the NevadaRevised Statutes, as amended, or the corporation's Articles of Incorporation or Bylaws, eachas amended; or (iv) any action asserting a claim against the corporation governed bythe internal affairsdoctrine.

EX-3.3

XML

Document and Entity Information	Dec. 19, 2022
Document and Entity Information [Abstract]
Entity Registrant Name	U-Haul Holding Company
Entity Central Index Key	0000004457
Current Fiscal Year End Date	--03-31
Entity Emerging Growth Company	false
Document Type	8-K
Document Period End Date	Dec. 19, 2022
Amendment Flag	false
Entity File Number	001-11255
Entity Tax Identification Number	88-0106815
Entity Address Address Line 1	5555 Kietzke Lane
Entity Address Address Line 2	Ste. 100
Entity Address City Or Town	Reno
Entity Address State Or Province	NV
Entity Address Postal Zip Code	89511
City Area Code	775
Local Phone Number	668-6300
Entity Incorporation State Country Code	NV
Written Commuications	false
Soliciting Material	false
Pre Commencement Tender offer	false
Pre Commencement Issuer Tender Offer	false
New York Stock Exchange, Inc. [Member] | Common Stock [Member]
Document and Entity Information [Abstract]
Trading Symbol	UHAL
Security 12 b Title	Common Stock, $0.25 par value
Security Exchange Name	NYSE
New York Stock Exchange, Inc. [Member] | Nonvoting Common Stock [Member]
Document and Entity Information [Abstract]
Trading Symbol	UHAL.B
Security 12 b Title	Common Stock, $0.001 par value
Security Exchange Name	NYSE