Navigator Hldgs Ltd SEC Filings

Navigator Holdings Ltd. Chief Operating Officer Michael Schroder reported an open-market sale of 25,000 shares of common stock on May 20, 2026 at an average price of $23.631 per share. Following this transaction, he directly holds 5,000 shares of Navigator common stock.

NVGS reported a Form 144 disclosing intended sales of Common Stock by a selling holder identified as WL Ross & Co. LLC in connection with a privately negotiated transaction dated 12/18/2020. The filing lists transaction details and numeric fields including a date of 05/18/2026.

Navigator Holdings Ltd. has called its 2026 Annual General Meeting of Shareholders for 09:00 A.M. local time on June 15, 2026 at Baker Botts L.L.P. in New York. Shareholders will vote on electing six directors and ratifying PricewaterhouseCoopers LLP as independent public accounting firm for the fiscal year ending December 31, 2026.

The record date is May 4, 2026, when 61,721,879 Common Shares were outstanding, each carrying one vote. Directors are elected by a plurality of votes cast, and auditor ratification requires a majority of votes cast. The board unanimously recommends voting for all director nominees and for PwC. Proxy materials and the 2025 Form 20-F are available on the company’s website.

Navigator Holdings Ltd. reported stronger profitability for the three months ended March 31, 2026, even as revenue declined. Total operating revenues were $140.6 million, down from $151.4 million a year earlier, but net income attributable to stockholders rose to $35.5 million from $27.0 million, helped by vessel sale gains and improved joint venture results.

Adjusted net income rose to $33.1 million and EBITDA increased to $80.3 million, while Adjusted EBITDA slipped to $65.9 million. Basic earnings per share grew to $0.55 from $0.39, supported by higher earnings and a lower share count following repurchases.

The company continued its capital return program, declaring a $0.07 per‑share dividend (about $4.3 million) and planning approximately $6.3 million of additional share repurchases for the quarter. It also approved a revised capital return policy that targets returning 35% of quarterly net income, up from 30%, via a fixed $0.07 dividend plus variable dividends and/or buybacks.

Navigator signed a non‑binding letter of intent to sell eight Unigas Pool vessels and its Unigas International B.V. stake for about $183 million, aiming to exit non‑core tonnage and focus on handysize and midsize ethylene‑capable ships. Liquidity remained strong, with $199.6 million of cash and restricted cash and total liquidity of $291.0 million at March 31, 2026, alongside $897.1 million of net debt.

Navigator Holdings Ltd. has signed a non-binding letter of intent to sell eight small gas carriers and its shareholding in the Unigas International B.V. joint venture to Bernhard Schulte and Sloman Neptun for an aggregate purchase price of approximately $183 million.

These vessels have an average age of 13 years and are described as non-core tonnage. After completion, Navigator’s fleet would decline from 55 to 47 liquefied gas carriers, with ethylene and ethane-capable vessels decreasing from 24 to 16. The company expects the deal to be value accretive, support fleet renewal, and use the proceeds for general corporate purposes, with closing anticipated by the fourth quarter of 2026, subject to definitive agreements, board approvals, regulatory clearances and other customary conditions.

Navigator Holdings Ltd. director Dag Karl Albert von Appen filed an initial Form 3 reporting his ownership in the company’s common stock. He reports holding 37,314 shares directly and an additional 400,000 shares indirectly through a family office, establishing his total reported position without showing any recent buy or sell transactions.

BW Group Limited filed Amendment No. 3 to its ownership report on Navigator Holdings Ltd. after completing a large U.S. secondary share sale and issuer repurchase. BW Group sold 8,000,000 common shares under an underwriting agreement, with 4,500,000 public shares priced at $16.8875 per share and 3,500,000 repurchase shares priced at the public offering price of $17.50 per share. This generated aggregate gross proceeds to BW Group of $75,993,750 and $61,250,000, respectively, before expenses.

After this transaction and the retirement of the repurchased shares, BW Group reports beneficial ownership of 6,890,748 common shares, representing about 11.2% of Navigator’s 65,250,444 outstanding shares as disclosed in a prospectus supplement. BW Group has sole voting and dispositive power over these shares and has agreed to a 60‑day lock-up, restricting additional disposals of Navigator shares through May 18, 2026, subject to limited exceptions and underwriter consent.

Navigator Holdings Ltd. reported the closing of a secondary public offering of 8,000,000 common shares at $17.50 per share by selling shareholder BW Group Limited. The company itself did not sell shares and received no proceeds from this offering.

Navigator concurrently repurchased 3,500,000 of the offered shares from the underwriters at the same price, funded with cash on hand and approved by its board. The company, its executives and directors, BW Group and Ultranav ApS agreed to a 60-day lock-up, and the underwriting agreement and related information are incorporated into existing Form F-3 and Form S-8 registration statements.

Navigator Holdings Ltd. is registering the resale of 8,000,000 shares of its Common Stock by a selling shareholder. The prospectus supplement states the company is not selling shares in the offering and will receive no proceeds from the resale.

Subject to closing conditions, Navigator intends to repurchase 3,500,000 shares of the shares offered at the public offering price concurrent with closing. The Selling Shareholder would receive approximately $75,993,750 before expenses based on a public offering price of $17.50 per share; delivery is expected on March 23, 2026.