BW Group discloses 5,447,578 Navigator Holdings (NVGS) shares, 8.83% stake

Rhea-AI Filing Summary

Navigator Holdings Ltd. shareholder BW Group Limited reports beneficial ownership of 5,447,578 Common Shares, representing approximately 8.83% of the outstanding Common Shares, based on 61,699,971 shares outstanding.

BW Group has sole voting power and sole dispositive power over these shares. Amendment No. 5 to its Schedule 13D also describes a series of open market sales during May–July 2026, including trades of up to 110,750 shares at weighted average prices between $20.61 and $23.21 per share.

Key Figures

Beneficially owned shares: 5,447,578 Common Shares Ownership percentage: 8.83% Shares outstanding: 61,699,971 Common Shares +3 more

6 metrics

Beneficially owned shares 5,447,578 Common Shares BW Group Limited beneficial ownership as of July 22, 2026

Ownership percentage 8.83% Portion of Navigator Holdings Common Shares beneficially owned by BW Group

Shares outstanding 61,699,971 Common Shares Navigator Holdings Common Shares outstanding used to calculate BW Group’s ownership

May 22, 2026 sale size 110,750 shares Common Shares sold by BW Group at a weighted average price of $23.07

Highest reported weighted average sale price $23.21 per share Weighted average for 106,000 shares sold on May 26, 2026

Lowest reported weighted average sale price $20.61 per share Weighted average for 100,000 shares sold on July 17, 2026

Key Terms

beneficially own, sole dispositive power, open market transactions, weighted average sale price

4 terms

beneficially own financial

"As of July 22, 2026, BWG may be deemed to beneficially own 5,447,578 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 dispositive power financial

"BWG has sole voting power and sole dispositive power over 5,447,578 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.

open market transactions financial

"All of the Common 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.

weighted average sale price financial

"Reflects the weighted average sale price per Common Share sold in multiple transactions"

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

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Available on EDGAR 07/22/2026 - 04:06 PM Accepted by SEC EDGAR 07/22/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What stake does BW Group hold in Navigator Holdings (NVGS) under Amendment No. 5?

BW Group holds 5,447,578 Common Shares of Navigator Holdings, representing approximately 8.83% of the outstanding shares, based on a total of 61,699,971 Navigator Holdings Common Shares disclosed as outstanding.

How much voting and dispositive power does BW Group have over Navigator Holdings (NVGS) shares?

BW Group has sole voting power and sole dispositive power over all 5,447,578 Common Shares it beneficially owns in Navigator Holdings, meaning it alone can vote and decide whether to sell or hold those reported shares.

What Navigator Holdings (NVGS) share count is used to calculate BW Group’s 8.83% ownership?

The 8.83% ownership figure is calculated using 61,699,971 Common Shares of Navigator Holdings outstanding, as disclosed in the company’s Form 6-K Report of Foreign Private Issuer filed with the SEC on May 6, 2026.

What recent Navigator Holdings (NVGS) stock sales did BW Group report and at what prices?

BW Group reported multiple open market sales of Navigator Holdings shares between May and July 2026, including trades such as 110,750 shares at $23.07 on May 22, 2026, and other transactions with weighted average prices from about $20.61 to $23.21.

How were BW Group’s recent Navigator Holdings (NVGS) trades executed?

BW Group states that all reported Navigator Holdings trades over the prior 60 days were sales of Common Shares executed in open market transactions through a broker, with detailed weighted average prices and price ranges provided for each trade date.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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 Business, 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)

07/20/2026

(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 Ltd

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 5,447,578.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,447,578.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,447,578.00

12

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

13

Percent of class represented by amount in Row (11)

8.8 %

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. 5 to Schedule 13D ("Amendment No. 5") 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. 5 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, Amendment No. 3, filed with the SEC on March 13, 2026 and Amendment No. 4, filed with the SEC on June 25, 2026 (collectively with the Original Schedule 13D and this Amendment No. 5, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 5 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. 5 have the meanings set forth in the Original Schedule 13D. Except as otherwise stated in this Amendment No. 5, 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 July 22, 2026, BWG may be deemed to beneficially own 5,447,578 Common Shares, representing approximately 8.83% 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 5,447,578 Common Shares, representing approximately 8.83% 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 Common Shares were sold in open market transactions through a broker. Trade date No. of Shares Sold Average Price(1) Transaction Price Range 22-May-26 (110,750) $23.07 $23.00 to $23.30 26-May-26 (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 25-Jun-26 (41,433) $21.11 $21.00 to $21.79 13-Jul-26 (100,000) $20.62 $20.46 to $20.83 14-Jul-26 (100,000) $20.86 $20.64 to $21.15 15-Jul-26 (100,000) $21.10 $20.78 to $21.33 16-Jul-26 (100,000) $21.39 $21.115 to $21.555 17-Jul-26 (100,000) $20.61 $20.375 to $21.02 20-Jul-26 (100,000) $21.14 $20.98 to $21.43 (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 Ltd

Signature:	/s/ Nicholas John Oxleigh Fell
Name/Title:	Nicholas John Oxleigh Fell
Date:	07/22/2026