Navigator (NYSE: NVGS) prices 8M-share secondary and 3.5M-share buyback

Rhea-AI Filing Summary

Navigator Holdings Ltd. is supporting an upsized secondary public offering of 8,000,000 shares of its common stock by major shareholder BW Group Limited, priced at $17.50 per share. All shares in this offering are being sold by the selling shareholder.

The company itself will not receive proceeds from the offering, but it plans a concurrent repurchase of 3,500,000 shares at the same public offering price, funded with cash on hand and approved by its board. Both the secondary sale and the share buyback are expected to close around March 23, 2026, subject to customary conditions.

Insights

Capital markets & balance sheet analyst

Large holder sells 8M shares while Navigator repurchases 3.5M.

Navigator Holdings is facilitating an upsized secondary sale of 8,000,000 shares by BW Group Limited at $17.50 per share. Because all shares are sold by the shareholder, cash from the offering goes to BW Group, not the company.

At the same time, Navigator plans to repurchase 3,500,000 shares from the underwriters at the offering price, using cash on hand and with board approval. This reduces the effective net increase in freely tradable shares compared with the gross 8,000,000-share sale.

Both the secondary sale and the buyback are expected to close around March 23, 2026, subject to customary closing conditions. Actual impact on ownership mix and trading dynamics will depend on completion of the transactions as described.

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 20, 2026, Navigator Holdings Ltd. (the “Company”) announced the upsize and pricing of the previously announced public offering of a total of 8,000,000 shares of the Company’s common stock by BW Group Limited, as the selling shareholder of the Company.

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 Pricing of Upsized Secondary Public Offering by Selling Shareholder and Concurrent Repurchase of Shares by Navigator Gas”, dated March 20, 2026.

ITEM 2—EXHIBITS

The following exhibit is attached to this Report on Form 6-K:

Exhibit No.		Description
99.1		Press Release of Navigator Holdings Ltd., dated March 20, 2026.

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 20, 2026				By:		/s/ John Reay
				Name:		John Reay
				Title:		Corporate Secretary

Exhibit 99.1

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

LONDON, March 20, 2026 (GLOBE NEWSWIRE) — Navigator Holdings Ltd. (NYSE: NVGS) (“Navigator Gas,” the “Company,” “we,” or “our”) announced today the upsize and pricing of the previously announced 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 Secondary Offering is expected to close on or about March 23, 2026, subject to customary closing conditions.

The Company is not offering any shares of its common stock in the Secondary Offering and will not receive any proceeds from the sale of its shares of common stock in the Secondary Offering.

In addition, as previously announced, the Company intends to purchase from the underwriters in the Secondary Offering 3,500,000 shares of common stock (the “Share Repurchase”), at a price per share equal to the Public Offering Price. No underwriting discount or commissions will be paid to the underwriters with respect to the shares of our common stock we intend to purchase from the underwriters. The Share Repurchase is expected to be 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 is conditioned upon the completion of the Secondary Offering, as well as the satisfaction of customary closing conditions, and is expected to close concurrently with the completion of the Secondary Offering. The completion of the Secondary Offering is not conditioned upon the completion of the Share Repurchase.

Citigroup, DNB Carnegie, Fearnley Securities and Pareto Securities are acting 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 this 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 will be made only by means of a prospectus supplement and the accompanying prospectus to be filed with the SEC that form a part of the registration statement. Prospective investors should read the preliminary 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. When available, 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

Forward Looking Statements

This press release contains certain “forward-looking” statements (as defined by the SEC), including statements concerning the conduct of the Secondary Offering, the size and terms of the Secondary Offering, the expected timing of the closing of the Secondary Offering, the conduct of the Share Repurchase and the size and terms of the Share Repurchase. All statements other than statements of

historical facts contained in this press release may be forward-looking statements. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “could,” “should,” “will,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue,” “scheduled,” or the negative of these terms or other comparable terminology. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include but are not limited to those set forth in the periodic reports Navigator Gas files with the SEC.

All forward-looking statements included in this press release are made only as of the date of this press release. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. We expressly disclaim any obligation to update or revise any forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. We make no prediction or statement about the performance of our common stock.

Category: Financial

FAQ

What did Navigator Holdings (NVGS) announce regarding its latest share transaction?

Navigator Holdings announced the upsize and pricing of a secondary public offering of 8,000,000 common shares by BW Group Limited at $17.50 per share, along with a concurrent plan to repurchase 3,500,000 shares at the same price, subject to customary closing conditions.

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

Navigator Holdings does not receive proceeds from the 8,000,000-share secondary offering, because all shares are sold by BW Group Limited. The company’s cash movement instead comes from funding a separate 3,500,000-share repurchase using its own cash on hand, approved by the board.

What share repurchase did Navigator Holdings (NVGS) plan in connection with the secondary offering?

Navigator Holdings plans to repurchase 3,500,000 shares of its common stock from the underwriters at the public offering price of $17.50 per share. This share repurchase will be funded with cash on hand and is conditioned on the completion of the secondary offering and other customary conditions.

Who is selling shares in the Navigator Holdings (NVGS) secondary offering?

The selling shareholder in the Navigator secondary offering is BW Group Limited. It is offering a total of 8,000,000 Navigator common shares to the public, while Navigator itself is not issuing new shares in this transaction and instead is conducting a separate share repurchase.

When are the Navigator Holdings (NVGS) secondary offering and buyback expected to close?

The secondary offering and the related share repurchase by Navigator are expected to close on or about March 23, 2026. Both transactions remain subject to customary closing conditions, and the buyback is specifically conditioned on the completion of the secondary offering.

How is the Navigator Holdings (NVGS) share repurchase priced relative to the public offering?

Navigator’s share repurchase is priced at the same level as the secondary offering, with the company intending to buy 3,500,000 shares at a public offering price of $17.50 per share. No underwriting discounts or commissions apply to the shares Navigator repurchases from the underwriters.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 12.4 KB