ITEM 1—INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On March 19, 2026, Navigator Holdings Ltd. (the “Company”), entered into an Underwriting Agreement (the “Underwriting
Agreement”) with BW Group Limited, as the selling shareholder of the Company (the “Selling Shareholder”), and Citigroup Global Markets Inc., DNB Carnegie, Inc., Fearnley Securities AS and Pareto Securities AS, as the underwriters
(together, the “Underwriters”), in connection with the previously announced public offering by the Selling Shareholder (the “Secondary Offering”) of a total of 8,000,000 shares (the “Offered Shares”) of the
Company’s common stock, $0.01 par value per share (the “Common Stock”), at a public offering price of $17.50 per share. The Company did not offer any shares of its Common Stock in the Secondary Offering and did not receive any
proceeds from the sale of its shares of Common Stock in the Secondary Offering. The Secondary Offering closed on March 23, 2026.
In addition, in
connection with the Company’s previously announced intention to purchase shares in the Secondary Offering, the Company purchased 3,500,000 of the Offered Shares from the Underwriters in the Secondary Offering (the “Share
Repurchase”), at a price per share equal to the public offering price.
Pursuant to the Underwriting Agreement, the Company, its executive officers
and directors and the Selling Shareholder and Ultranav ApS, our principal shareholders, have agreed that, for a period of 60 days from the date of the Underwriting Agreement, they will not, without the prior written consent of the Underwriters,
offer, sell or otherwise dispose of any shares of capital stock of the Company, subject to certain exceptions.
The Underwriting Agreement includes
customary representations, warranties and covenants, and indemnities, including by the Company and the Selling Shareholder.
The foregoing description of
the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Report on Form 6-K and
incorporated by reference herein.
The Underwriters did not receive any discount or commission in respect of the shares of Common Stock purchased by the
Company from the Underwriters in the Share Repurchase. The Share Repurchase was conditioned upon the completion of the Secondary Offering, as well as the satisfaction of customary closing conditions, and closed concurrently with the completion of
the Secondary Offering. The completion of the Secondary Offering was not conditioned upon the completion of the Share Repurchase.
ITEM 2—EXHIBITS
Attached to this Report on
Form 6-K as Exhibit 1.1 is a copy of the Underwriting Agreement.
Attached to this Report on Form 6-K as Exhibit 99.1 is a copy of the Company’s press release, titled “Navigator Gas Announces Closing of Upsized Secondary Public Offering by Selling Shareholder and Concurrent Repurchase of Shares by
Navigator Gas”, dated March 23, 2026.
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| Exhibit No. |
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Description |
| 1.1 |
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Underwriting Agreement, dated March 19, 2026, by and among Navigator Holdings Ltd., BW Group Limited and Citigroup Global Markets Inc., DNB Carnegie, Inc., Fearnley Securities AS and Pareto Securities AS. |
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| 99.1 |
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Press Release of Navigator Holdings Ltd., dated March 23, 2026. |
“ITEM 1—INFORMATION CONTAINED IN THIS FORM 6-K REPORT” AND EXHIBIT
1.1 OF “ITEM 2—EXHIBITS” OF THIS REPORT ON FORM 6-K (COLLECTIVELY, THE “INCORPORATED INFORMATION”) ARE INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE
REGISTRANT: FORM F-3 (FILE NO. 333-272980) ORIGINALLY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON JUNE 28, 2023; AND FORM
S-8 (FILE NO. 333-278593) ORIGINALLY FILED WITH THE SEC ON APRIL 10, 2024. EXCEPT FOR THE INCORPORATED INFORMATION, NO OTHER PORTION OF THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE INTO THE ABOVE REGISTRATION STATEMENTS.
