NVGS Navigator Holdings Ltd

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 June 2024

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1). Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7). Yes ☐ No ☒

ITEM 1—INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Part I—Information Regarding Navigator Holdings Ltd.

Attached to this Report on Form 6-K as Exhibit 99.1 is certain information regarding Navigator Holdings Ltd. (the “Company”).

Part II—Press Release

On June 11, 2024, the Company announced that BW Group Limited, the selling shareholder of the Company, is offering for sale to the public a total of 6,000,000 shares (the “Offered Shares”) of the Company’s common stock (the “Secondary Offering”), and that the Company intends to purchase from the underwriters in the Secondary Offering half of the total number of Offered Shares, representing 3,000,000 shares.

Attached to this Report on Form 6-K as Exhibit 99.2 is a copy of the Company’s press release, titled “Navigator Gas Announces Commencement of Secondary Public Offering by Selling Shareholder and Concurrent Repurchase of Shares by Navigator Gas”, dated June 11, 2024.

This Report on Form 6-K 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.

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 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.

ITEM 2—EXHIBITS

The following exhibits are attached to this Report on Form 6-K:

ITEM 1, PART I—“INFORMATION REGARDING NAVIGATOR HOLDINGS LTD.” AND ITEM 2, EXHIBIT 99.1—“INFORMATION REGARDING NAVIGATOR HOLDINGS LTD.” 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 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.

Exhibit 99.1

Unless we otherwise indicate or the context otherwise requires, all references in this Exhibit 99.1 to “Navigator Holdings,” “our,” “we,” “us” and the “Company” refer to Navigator Holdings Ltd., a Marshall Islands corporation. As used in this Exhibit 99.1, unless we otherwise indicate or the context otherwise requires, references to “our fleet” or “our vessels” include the 56 vessels we owned and operated as of May 15, 2024.

Potential Redomiciliation

The Company is considering, and expects to pursue, a potential change in the corporate domicile of the Company from the Marshall Islands, where it is currently incorporated, to England and Wales. The Company’s principal executive office and a significant number of its employees are located in London, England. The potential redomiciliation is intended to better align the Company’s corporate structure with its current and future business activities and financing plans. The potential redomiciliation is subject to various approvals, including, among others, approval by the Board of Directors of the Company (the “Board”) and, if applicable, approval by the Company’s shareholders. The Company cannot predict yet when it will receive final approval of the redomiciliation by the Board or if, or when, the matter will be submitted to shareholders for their approval. The Company is continuing to consider the potential consequences of the potential redomiciliation, including potential effects on its shareholders. If ultimately approved and completed, we do not expect that the redomiciliation will have any material impact for our employees, on our day-to-day business and operations or on services to our customers. We cannot predict at this time when the potential redomiciliation will occur, if at all. Nothing in this Exhibit 99.1 should be construed as an offer to sell, or the solicitation of an offer to buy, any securities in connection with the potential redomiciliation, nor an agreement or promise that any redomiciliation will occur, nor is it a solicitation of any vote, consent or approval in connection with the potential redomiciliation.

Investment in Early-Stage Ammonia Export Terminal

The Company intends to make an initial investment of $2.5 million as development capital in an early-stage ammonia export project (the “Ammonia Export Project”) on the U.S. Gulf coast area during the second quarter of 2024. Subject to the approval of the Board and the negotiation and execution of definitive documentation, the Company expects to have the option to make an additional investment of between $50 million and $100 million for the cost to construct the first train of the ammonia export terminal, if the project reaches final investment decision. Any additional investment in the Ammonia Export Project will be subject to the negotiation and execution of definitive documentation, Board and other approvals and other customary closing conditions. There can be no assurance that we will enter into definitive documentation for an investment in the Ammonia Export Project or that the project will reach final investment decision.

Cautionary Statement Regarding Forward-Looking Statements

This Exhibit 99.1 contains certain forward-looking statements concerning plans and expectations of management for future operations or economic performance, or assumptions related thereto, including our financial forecast, and plans and expectations regarding (i) the Company’s potential redomiciliation, the approvals thereof and the potential benefits and effects thereof and (ii) the timing, approvals and negotiation and execution of definitive documentation with respect to the Ammonia Export Project. In addition, we and our representatives may from time to time make other oral or written statements that are also forward-looking statements. Such statements include, in particular, statements about our plans, strategies, business prospects, changes and trends in our business and the markets in which we operate, as described in this Exhibit 99.1. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue,” “scheduled,” or the negative of these terms or other comparable terminology. Forward-looking statements appear in a number of places in this Exhibit 99.1. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following are some but not all of the factors that could cause actual results or events to differ materially from anticipated results or events:

All forward-looking statements included in this Exhibit 99.1 are made only as of the date of our Report on Form 6-K to which this Exhibit 99.1 is attached as an exhibit. New factors that could cause actual results or events to differ materially from anticipated results or events 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 or events to be materially different from those contained in any forward-looking statement. We expressly disclaim any obligation to update or revise any of these 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.

You should read this Exhibit 99.1 and the documents that we reference in this Exhibit 99.1 completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Exhibit 99.2

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

LONDON, June 11, 2024 (GLOBE NEWSWIRE) — Navigator Holdings Ltd. (NYSE: NVGS) (“Navigator Gas,” the “Company,” “we,” or “our”) announced today that BW Group Limited, the selling shareholder of the Company (the “Selling Shareholder”), is offering for sale to the public a total of 6,000,000 shares (the “Offered Shares”) of the Company’s common stock (the “Secondary Offering”).

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, the Company intends to purchase from the underwriters in the Secondary Offering half of the total number of Offered Shares (the “Share Repurchase”), representing 3,000,000 shares, at a price per share equal to the price per share to be paid by the underwriters to the Selling Shareholder in the Secondary Offering. The underwriters will 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 is expected to be funded with cash on hand. The terms and conditions of the Share Repurchase were approved and recommended to the Board of Directors of the Company (the “Board”) by a Special Committee of the Board and approved by the Board. 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 and DNB Markets, Inc. 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 preliminary 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); or DNB Markets, Inc., 30 Hudson Yards, 81st Floor, New York, New York 10001, Attention: Compliance, compliance.marketsinc@dnb.no.

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 56 semi- or fully-refrigerated liquefied gas carriers, 25 of which are ethylene and ethane capable.

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

Navigator Gas

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 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,” “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