BW Group trims Navigator Holdings (NYSE: NVGS) stake, now at 9.87%

Rhea-AI Filing Summary

BW Group Limited filed Amendment No. 4 to report its updated stake in Navigator Holdings Ltd.. As of June 25, 2026, BW Group may be deemed to beneficially own 6,089,011 common shares, representing about 9.87% of Navigator’s outstanding common stock, based on 61,699,971 shares disclosed in a recent Form 6-K.

BW Group reports sole voting and dispositive power over all 6,089,011 shares. During the prior 60 days it sold several blocks of Navigator common shares in open-market broker transactions, with average prices ranging roughly from $21.83 to $23.92 per share.

Insights

Equity ownership analyst

Large shareholder trims Navigator position but remains a near-10% holder.

BW Group Limited now reports beneficial ownership of 6,089,011 Navigator common shares, or about 9.87% of the company. It retains sole voting and dispositive power, so it continues to be a significant shareholder with clear influence potential.

The amendment details a series of open-market sales between May 20, 2026 and June 24, 2026, at weighted average prices between about $21.83 and $23.92 per share. These are discretionary sales by a financial owner, not company issuance, so they do not directly dilute existing shareholders.

Because BW Group still holds just under 10%, its future Schedule 13D amendments and any further stake changes will appear in subsequent regulatory disclosures, giving ongoing visibility into this key shareholder’s positioning.

Key Figures

Beneficial ownership: 6,089,011 shares Ownership percentage: 9.87% Shares outstanding: 61,699,971 shares +3 more

6 metrics

Beneficial ownership 6,089,011 shares BW Group Navigator common shares as of June 25, 2026

Ownership percentage 9.87% Percent of Navigator common stock held by BW Group

Shares outstanding 61,699,971 shares Navigator common shares outstanding per Form 6-K on May 6, 2026

Sale on May 20, 2026 207,327 shares at $23.92 Weighted average price; open-market sale through a broker

Sale on May 21, 2026 164,824 shares at $23.56 Weighted average price; open-market sale through a broker

Recent low sale price $21.83 Weighted average price for 105,000 shares sold on June 24, 2026

Key Terms

beneficially own, sole voting power, sole dispositive power, Schedule 13D, +1 more

5 terms

beneficially own financial

"As of June 25, 2026, BWG may be deemed to beneficially own 6,089,011 Common Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

sole voting power financial

"BWG has sole voting power and sole dispositive power over 6,089,011 Common Shares"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"BWG has sole voting power and sole dispositive power over 6,089,011 Common Shares"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13D regulatory

"This Amendment No. 4 to ("Amendment No. 4") is being filed by BW Group Limited ("BWG")"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

open market transactions financial

"All of the Chommon Shares were sold in open market transactions through a broker"

Open market transactions are the buying and selling of a company’s shares or other securities conducted on public exchanges or through the wider market rather than through private deals or negotiated placements. They matter to investors because these trades change supply and demand in real time—like shoppers affecting a store’s inventory—and so can move prices, signal management or investor sentiment, affect liquidity, and alter ownership stakes that influence future returns and risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/25/2026 - 06:32 AM Accepted by SEC EDGAR 06/25/2026 - 06:31 AM Learn about SEC filing dates

FAQ

What stake does BW Group now hold in Navigator Holdings (NVGS)?

BW Group Limited reports beneficial ownership of 6,089,011 Navigator common shares, or about 9.87% of the company. This percentage is calculated using 61,699,971 outstanding shares disclosed in Navigator’s Form 6-K filed with the SEC on May 6, 2026.

Did BW Group change its ownership of NVGS shares in this amendment?

Yes. The amendment reflects updated ownership after a series of open-market sales. BW Group now reports 6,089,011 shares, representing about 9.87% of Navigator’s outstanding common stock, and continues to hold sole voting and dispositive power over all reported shares.

What recent NVGS share transactions did BW Group report?

BW Group reported several open-market sales through a broker between May 20 and June 24, 2026. Individual trades ranged from 603 to 207,327 shares, with weighted average prices from about $21.83 to $23.92 per share, all executed in ordinary market transactions.

How was BW Group’s 9.87% ownership in NVGS calculated?

The 9.87% figure is based on BW Group’s 6,089,011 common shares compared with 61,699,971 Navigator shares outstanding. The outstanding share count comes from Navigator’s Form 6-K report filed with the SEC on May 6, 2026, which BW Group cites in the amendment.

Does BW Group have control over its NVGS shares?

According to the filing, BW Group has sole voting power and sole dispositive power over all 6,089,011 Navigator common shares it reports. This means BW Group alone decides how these shares are voted and when or whether they may be sold or otherwise disposed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Navigator Holdings Ltd.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y62132108

(CUSIP Number)

Nicholas Fell
BW Maritime Pte. Ltd. Mapletree Busines, City, #18-01 10 Pasir Panjang Road
Singapore, U0, 117438
65 (0) 6434 5818

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/22/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): Y62132108

1

Name of reporting person

BW Group Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,089,011.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,089,011.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,089,011.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.87 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

1. This percentage is based on a total of 61,699,971 outstanding shares of common stock of Navigator Holdings Ltd., which amount was disclosed in Navigator Holdings Ltd.'s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on May 6, 2026 (the "Form 6-K").

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Navigator Holdings Ltd.
(c)	Address of Issuer's Principal Executive Offices: 10 Bressenden Place, London, UNITED KINGDOM , SW1E 5DH.
Item 1 Comment: This Amendment No. 4 to Schedule 13D ("Amendment No. 4") is being filed by BW Group Limited ("BWG"), with respect to the shares of common stock, par value $0.01 per share (the "Common Shares"), of Navigator Holdings Ltd., a Marshall Islands corporation (the "Issuer"), whose principal executive offices are located at c/o NGT Services (UK) Ltd, 10 Bressenden Place, London, SW1E 5DH, United Kingdom. This Amendment No. 4 amends and supplements the statement on the Schedule 13D originally filed by BWG with the Securities and Exchange Commission (the "SEC") on December 28, 2020 (the "Original Schedule 13D"), and amended by Amendment No. 1, filed with the SEC on August 18, 2021, Amendment No. 2, filed with the SEC on June 13, 2024 and Amendment No. 3, filed with the SEC on March 13, 2026 (collectively with the Original Schedule 13D and this Amendment No. 4, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Original Schedule 13D. Except as otherwise stated in this Amendment No. 4, the Original Schedule 13D, as amended, remains in full force and effect.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is amended and supplemented as follows: As of June 25, 2026, BWG may be deemed to beneficially own 6,089,011 Common Shares, representing approximately 9.87% of the outstanding Common Shares. The foregoing beneficial ownership percentage is based on a total of 61,699,971 Common Shares outstanding as disclosed in the Issuer's Form 6-K.
(b)	BWG has sole voting power and sole dispositive power over 6,089,011 Common Shares, representing approximately 9.87% of the outstanding Common Shares. The foregoing percentage is based on a total of 61,699,971 Common Shares outstanding as disclosed in the Issuer's Form 6-K.
(c)	The below chart reflects the transactions in Common Shares effected by BWG during the past 60 days. All of the Chommon Shares were sold in open market transactions through a broker. Trade date No. of Shares Sold Average Price(1) Transaction Price Range 20-May-26 (207,327) $23.92 $23.61 to $24.29 21-May-26 (164,824) $23.56 $23.3929 to $23.90 22-May-26 (110,750) $23.07 $23.00 to $23.30 26-May26 (106,000) $23.21 $23.0352 to $23.5703 27-May-26 (603) $23.03 $23.00 to $23.065 11-Jun-26 (2,233) $23.00 $23.00 to $23.03 22-Jun-26 (105,000) $21.92 $21.56 to $22.23 24-Jun-26 (105,000) $21.83 $21.46 to $22.31 (1) Reflects the weighted average sale price per Common Share sold in multiple transactions. BWG undertakes to provide the SEC staff, upon request, all information regarding the number of shares sold at each separate price within the ranges set forth above.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BW Group Limited

Signature:	/s/ Nicholas John Oxleigh Fell
Name/Title:	Nicholas John Oxleigh Fell
Date:	06/25/2026