Navigator Gas (NYSE: NVGS) secondary sale sees 8M shares sold, 3.5M repurchased

Rhea-AI Filing Summary

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.

Insights

Capital markets & balance sheet analyst

Large shareholder sells 8M shares while Navigator buys back 3.5M using cash.

The event combines a secondary sale by BW Group Limited with a sizable share repurchase by Navigator Holdings. BW sold 8,000,000 shares at $17.50, while Navigator bought back 3,500,000 of these shares from underwriters at the same price, using cash on hand.

The transaction shifts ownership from the major shareholder toward the broader market, while reducing Navigator’s public float by the buyback amount. A 60-day lock-up by the company, insiders and key shareholders temporarily limits additional equity sales, and the transaction details are now embedded in the company’s active shelf and equity compensation registrations.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number 001-36202

NAVIGATOR HOLDINGS LTD.

(Exact name of Registrant as specified in its Charter)

c/o NGT Services UK Ltd

10 Bressenden Place

London, SW1E 5DH

United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

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.

Exhibit No.		Description
1.1		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.
99.1		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.

SIGNATURE

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, thereunto duly authorized.

						NAVIGATOR HOLDINGS LTD.
Date: March 23, 2026				By:		/s/ John Reay
						Name: John Reay
						Title: Corporate Secretary

Exhibit 99.1

NAVIGATOR GAS ANNOUNCES CLOSING OF UPSIZED SECONDARY PUBLIC OFFERING BY SELLING SHAREHOLDER AND CONCURRENT REPURCHASE OF SHARES BY NAVIGATOR GAS

LONDON, March 23, 2026 (GLOBE NEWSWIRE) — Navigator Holdings Ltd. (NYSE: NVGS) (“Navigator Gas,” the “Company,” “we,” or “our”) announced today the closing of the previously announced upsized public offering (the “Secondary Offering”) of a total of 8,000,000 shares of the Company’s common stock (the “Offered Shares”) by BW Group Limited, as the selling shareholder of the Company (the “Selling Shareholder”), at a public offering price of $17.50 per share (the “Public Offering Price”).

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.

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. 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 funded with cash on hand. The terms and conditions of the Share Repurchase were approved by the Board of Directors of the Company. 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.

Citigroup, DNB Carnegie, Fearnley Securities and Pareto Securities acted as joint book-running managers for the Secondary Offering.

A shelf registration statement on Form F-3 relating to the shares of the Company’s common stock subject to the Secondary Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 28, 2023 and declared effective on July 11, 2023. The Secondary Offering was made only by means of a prospectus supplement and the accompanying prospectus filed with the SEC that forms a part of the registration statement. Prospective investors should read the final prospectus supplement and accompanying prospectus or other documents that Navigator Gas has filed with the SEC for more complete information about Navigator Gas and the Secondary Offering. Copies of the final prospectus supplement and the accompanying prospectus can be accessed for free through the SEC’s website at www.sec.gov. Alternatively, copies may be obtained from: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 (Tel: 800-831-9146); DNB Carnegie, 30 Hudson Yards, 81st Floor, New York, New York 10001, Attention: Compliance, (Email: compliance.marketsinc@dnb.no); Fearnley Securities, Dronning Eufemias Gate 8, P.O. Box 748 Sentrum, N-0194 Oslo (Email: prospectus@fearnleys.com); or Pareto Securities, Dronning Mauds Gate 3, P.O. Box 1411 Vika, 0115 Oslo (Email: pscomplianceoslo@paretosec.com).

Fearnley Securities AS and Pareto Securities AS are not U.S. registered broker-dealers and may not make sales of any shares in the United States or to U.S. persons except in compliance with applicable U.S. laws and regulations. To the extent that either Fearnley Securities AS or Pareto Securities AS intends to effect sales of shares in the United States, it will do so only through its respective U.S. registered broker-dealer, Fearnley Securities Inc. or Pareto Securities Inc., or otherwise as permitted by applicable U.S. law. The activities of Fearnley Securities AS and Pareto Securities AS in the United States will be effected only to the extent permitted by Rule 15a-6 under the Securities Exchange Act of 1934, as amended.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Navigator Gas

Navigator Gas is the owner and operator of the world’s largest fleet of handysize liquefied gas carriers and a global leader in the seaborne transportation services of petrochemical gases, such as ethylene and ethane, liquefied petroleum gas and ammonia and owns a 50% share, through a joint venture, in an ethylene export marine terminal at Morgan’s Point, Texas on the Houston Ship Channel, USA. Navigator Gas’ fleet consists of 55 semi- or fully-refrigerated liquefied gas carriers, 26 of which are ethylene and ethane capable.

Navigator Gas’ common stock trades on the New York Stock Exchange under the symbol “NVGS”.

For media enquiries or further information, please contact:

Navigator Gas Investor Relations

Email: investorrelations@navigatorgas.com

Randy Giveans

EVP - Investor Relations & Business Development

Email: randy.giveans@navigatorgas.com

1200 Smith Street, Suite 1000, Houston, Texas, U.S.A. 77002

Tel: +1-713-373-6197

Alexander Walster

Media Contact

Email: communications@navigatorgas.com

Verde, 10 Bressenden Place, London, SW1E 5DH, UK

Tel: +44 (0)7857 796 052, +44 (0)20 7045 4114

Investor Relations / Media Advisors

Nicolas Bornozis / Paul Lampoutis

Capital Link – New York

Tel: +1-212-661-7566

Email: navigatorgas@capitallink.com

Category: Financial

FAQ

What did Navigator Gas (NVGS) announce in this Form 6-K?

Navigator Gas announced the closing of an 8,000,000-share secondary public offering by BW Group Limited at $17.50 per share, plus a concurrent repurchase of 3,500,000 of those shares by the company using cash on hand, under a board-approved arrangement.

Did Navigator Gas (NVGS) receive any proceeds from the 8,000,000-share secondary offering?

No, Navigator Gas did not receive proceeds from the secondary offering because all 8,000,000 shares were sold by BW Group Limited. The company’s only cash outlay related to this transaction was its repurchase of 3,500,000 shares from the underwriters at the public offering price.

How many shares did Navigator Gas (NVGS) repurchase and at what price?

Navigator Gas repurchased 3,500,000 of the offered shares from the underwriters at $17.50 per share. The repurchase was funded with cash on hand, approved by the board of directors, and closed concurrently with the completion of the secondary public offering.

What lock-up restrictions were agreed to in connection with the Navigator Gas (NVGS) offering?

Navigator Gas, its executive officers and directors, BW Group Limited and Ultranav ApS agreed not to offer, sell, or otherwise dispose of company capital stock for 60 days from the underwriting agreement date, except for limited exceptions requiring the underwriters’ prior written consent.

Who managed the Navigator Gas (NVGS) secondary offering and under what registration?

Citigroup, DNB Carnegie, Fearnley Securities and Pareto Securities acted as joint book-running managers. The secondary offering used a shelf registration statement on Form F-3 filed on June 28, 2023 and declared effective on July 11, 2023, with a related prospectus supplement.

How is this Navigator Gas (NVGS) transaction linked to its existing registration statements?

The information in Item 1 of the report and the underwriting agreement exhibit are incorporated by reference into Navigator Gas’s Form F-3 registration statement (File No. 333-272980) and its Form S-8 registration statement (File No. 333-278593), expanding the disclosure record for these programs.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 9.7 KB

Other Documents

• EX-1.1 EX-1.1 175.8 KB