STOCK TITAN

Navigator Gas (NYSE: NVGS) to sell 8 vessels and exit Unigas joint venture

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Navigator Holdings Ltd. has signed a non-binding letter of intent to sell eight small gas carriers and its shareholding in the Unigas International B.V. joint venture to Bernhard Schulte and Sloman Neptun for an aggregate purchase price of approximately $183 million.

These vessels have an average age of 13 years and are described as non-core tonnage. After completion, Navigator’s fleet would decline from 55 to 47 liquefied gas carriers, with ethylene and ethane-capable vessels decreasing from 24 to 16. The company expects the deal to be value accretive, support fleet renewal, and use the proceeds for general corporate purposes, with closing anticipated by the fourth quarter of 2026, subject to definitive agreements, board approvals, regulatory clearances and other customary conditions.

Positive

  • Strategic fleet optimization and balance sheet focus: Selling eight older, non-core vessels and exiting the Unigas joint venture for about $183 million at around net asset value is expected by the company to be value accretive, support fleet renewal, and align capital allocation with its core ethylene-capable fleet strategy.

Negative

  • None.

Insights

Navigator plans $183M sale of eight older gas vessels and a JV stake to refocus its fleet strategy.

Navigator Gas intends to sell eight small gas carriers and its Unigas International B.V. joint venture interest to Bernhard Schulte and Sloman Neptun for about $183 million. The ships have an average age of 13 years and are characterized as non-core tonnage.

The company states that each vessel is expected to be sold at approximately net asset value, aiming for a value-accretive transaction. Proceeds are earmarked for general corporate purposes, and management links the deal to fleet optimization, balance sheet improvement, and disciplined capital stewardship.

After completion, the fleet would move from 55 to 47 liquefied gas carriers, and ethylene and ethane-capable ships from 24 to 16, sharpening focus on handysize and midsize ethylene-capable vessels. The transaction remains conditional on definitive documentation, board approvals and regulatory clearances, with targeted closing by Q4 2026, so execution and timing remain key uncertainties.

Aggregate purchase price $183 million Approximate total consideration for eight vessels and Unigas JV stake
Number of vessels to be sold 8 vessels Gas carriers to be sold under the proposed transaction
Average age of vessels 13 years Average age of the eight vessels described as non-core tonnage
Current fleet size 55 vessels Semi- or fully-refrigerated liquefied gas carriers before transaction
Fleet size after transaction 47 vessels Semi- or fully-refrigerated liquefied gas carriers after completion
Current ethylene/ethane-capable vessels 24 vessels Number of ethylene and ethane-capable carriers before transaction
Ethylene/ethane-capable vessels after transaction 16 vessels Number of ethylene and ethane-capable carriers after completion
Targeted closing period Q4 2026 Anticipated closing timeframe for the proposed transaction
non-binding letter of intent regulatory
"it signed a non-binding letter of intent with Bernhard Schulte"
A non-binding letter of intent is a preliminary document that outlines the main terms and expectations of a proposed transaction—such as a merger, acquisition, investment or partnership—without creating a legally enforceable obligation to complete the deal. Think of it as a written handshake or shopping list: it signals serious interest and sets the framework for negotiations and due diligence, which can move markets, but it does not guarantee the transaction will happen until a final, binding agreement is signed.
Unigas International B.V. joint venture financial
"the Company’s shareholding in the Unigas International B.V. joint venture"
net asset value (NAV) financial
"each of the Vessels anticipated to be sold at approximately net asset value (NAV)"
Net asset value (NAV) is the per-share value of an investment fund calculated by totaling the fund’s assets, subtracting its liabilities, and dividing the remainder by the number of outstanding shares. Think of it like a price tag on each share of a collective piggy bank: investors use NAV to see what each share is worth, to compare funds, and, for many funds, it’s the price at which shares are bought or redeemed.
forward-looking statements regulatory
"This press release contains certain “forward-looking” statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
general corporate purposes financial
"The proceeds from the Proposed Transaction are expected to be used for general corporate purposes"
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13-16 or 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 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 ☐

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

Navigator Holdings Ltd. (the “Company”) (NYSE: NVGS) announces today that on April 14, 2026, it signed a non-binding letter of intent for the proposed sale of eight of the Company’s small gas vessels to Bernhard Schulte (Singapore) Holdings Pte. Ltd. and Sloman Neptun Schiffahrts-Aktiengesellschaft (together, the “Buyers), as well as the Company’s shareholding in the Unigas International B.V. joint venture, which currently commercially manages the Vessels, for an aggregate purchase price of approximately $183 million (the “Proposed Transaction”).

The Proposed Transaction is subject to the execution of definitive vessel and share sale documentation, approval by the boards of directors of the Company and the Buyers, any regulatory approvals and other customary closing conditions. The proceeds from the Proposed Transaction are expected to be used for general corporate purposes.

THE INFORMATION INCLUDED IN “ITEM 1—INFORMATION CONTAINED IN THIS FORM 6-K REPORT” OF THIS REPORT ON FORM 6-K (THE “INCORPORATED INFORMATION”) IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE REGISTRANT: FORM F-3 (FILE NO. 333-272980) ORIGINALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2023; AND FORM S-8 (FILE NO. 333-278593) ORIGINALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION 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.

ITEM 2—EXHIBITS

The following exhibits are filed as part of this Report on Form 6-K:

 

Exhibit No.

  

Description

99.1    Press Release of Navigator Holdings Ltd., issued on April 15, 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: April 15, 2026      
    By:  

/s/ John Reay

    Name:   John Reay
    Title:   Corporate Secretary

Exhibit 99.1

 

LOGO

Navigator Gas Announces Signing of Non-Binding Letter of Intent for Sale of Eight Gas Vessels and its Shareholding in Unigas Joint Venture

LONDON, April 15, 2026 – Navigator Holdings Ltd. (“Navigator Gas” or the “Company”) (NYSE: NVGS), the owner and operator of the world’s largest fleet of handysize liquefied gas carriers, today announces that yesterday, April 14, it signed a non-binding letter of intent with Bernhard Schulte (Singapore) Holdings Pte. Ltd. (“Bernhard Schulte”) and Sloman Neptun Schiffahrts-Aktiengesellschaft (“Sloman Neptun” and, together with Bernhard Schulte, the “Buyers”) for the sale by the Company to the Buyers of eight gas carriers (the “Vessels”) as well as the Company’s shareholding in the Unigas International B.V. joint venture (the “Unigas Pool”), which currently commercially manages the Vessels, for an aggregate purchase price of approximately $183 million (the “Proposed Transaction”).

The eight Vessels intended to be sold as part of the Proposed Transaction are summarised in the table below:

 

Vessel

   Capacity (m3)      Year Built  

Happy Pelican

     6,800        2012  

Happy Penguin

     6,800        2013  

Happy Condor

     9,000        2008  

Happy Osprey

     12,000        2013  

Happy Kestrel

     12,000        2013  

Happy Peregrine

     12,000        2014  

Happy Albatross

     12,000        2015  

Happy Avocet

     12,000        2017  

On completion of the Proposed Transaction, Navigator Gas will fully exit the Unigas Pool, which will continue to operate with the remaining existing partners, Sloman Neptun and Bernhard Schulte. The proceeds from the Proposed Transaction are expected to be used for general corporate purposes.

The Proposed Transaction is consistent with the Company’s ongoing focus on fleet optimization and disciplined capital allocation. The Vessels, with an average age of 13 years, represent non-core tonnage, and the Proposed Transaction will allow the Company to focus on its long-term fleet strategy which is centered on growing and consolidating handysize and midsize ethylene-capable vessels.

The Company expects the Proposed Transaction to be value accretive, with each of the Vessels anticipated to be sold at approximately net asset value (NAV), reflecting a disciplined approach to capital stewardship, whilst also further optimising the balance sheet, enhancing shareholder value, and supporting ongoing fleet renewal, including investment in newer and more efficient vessels in line with our strategy.


LOGO

 

Mads Peter Zacho, Chief Executive Officer, commented:

“As our business continues to develop, it is important that our fleet composition and capital allocation remain tightly aligned with our long-term strategic direction. This step reflects a clear focus on simplifying our portfolio and concentrating on assets that best support our core activities, while maintaining the flexibility to continue refreshing the fleet and positioning Navigator Gas for sustainable long-term performance. We are grateful to our Unigas partners for the constructive and long-standing relationship we have shared over many years.”

The Proposed Transaction is subject to the execution of definitive vessel and share sale documentation, approval by the boards of directors of Navigator Gas, Bernhard Schulte and Sloman Neptun, any regulatory approvals and other customary closing conditions. The parties anticipate closing the Proposed Transaction by the fourth quarter of 2026.

About Navigator Gas

Navigator Holdings Ltd. (described herein as “Navigator Gas” or the “Company”) 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, 24 of which are ethylene and ethane capable. Following completion of the Proposed Transaction, the fleet will consist of 47 semi- or fully-refrigerated liquefied gas carriers, 16 of which are ethylene and ethane-capable. The Company plays a vital role in the liquefied gas supply chain for energy companies, industrial consumers and commodity traders, with its sophisticated vessels providing an efficient and reliable ‘floating pipeline’ between the parties, connecting the world today, creating a sustainable tomorrow.

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


LOGO

 

About Schulte Group

The Schulte Group is a leading, family-owned maritime solutions provider with over 140 years of experience in the industry. Its business activities include ship owning, ship management, maritime software development, newbuilding supervision and other maritime services. The Schulte Group employs 40000 crew members and over 5000 people on shore. It owns or co-owns a modern and diversified fleet of over 75 vessels, manages 670 ships and has a global network of over 30 offices in major shipping locations. The Schulte Group and its shareholders strive to maintain financial stability and independence. Ensuring safety at sea, keeping commitments and maintaining good and fair relationships with business partners are of fundamental importance to the Schulte Group.

For further information please visit www.schultegroup.com

About Sloman Neptun

In shipping since 1873, Sloman Neptun Schiffahrts-Aktiengesellschaft owns and operates a diversified fleet of gas tankers, oil/chemical tankers and dry cargo vessels. As traditionally wholistic ship owning company all relevant management tasks such as technical, human resources, QHSE and commercial management are being performed by in-house departments. In addition to ship owning, Sloman Neptun, through affiliated companies, is engaged in various other shipping related fields. The company is co-founder and shareholder of the Unigas Pool.

For further information please visit www.sloman-neptun.com

Forward looking statements

This press release contains certain “forward-looking” statements (as defined by the U.S. Securities and Exchange Commission) concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto, including statements regarding the anticipated timing, benefits and results of the Proposed Transaction. In addition, we and our representatives may from time to time make other oral or written statements that are also 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.

There can be no assurance that definitive vessel and share purchase agreements relating to the Proposed Transaction will be executed or that the Proposed Transaction will be completed on the terms anticipated or at all.

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 files with the U.S. Securities and Exchange Commission.


LOGO

 

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, excepted as required by law. We make no prediction or statement about the performance of our common stock.

Category: General

FAQ

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

Navigator Holdings signed a non-binding letter of intent to sell eight gas carriers and its shareholding in the Unigas International B.V. joint venture to Bernhard Schulte and Sloman Neptun for about $183 million, as part of a broader fleet optimization strategy.

How will Navigator Holdings (NVGS) use the $183 million of proceeds?

Navigator Holdings expects to use the approximately $183 million of proceeds for general corporate purposes. Management indicates the deal should help optimize the balance sheet, enhance shareholder value, and support ongoing fleet renewal and investment in newer, more efficient vessels.

How does the proposed sale affect Navigator Holdings’ (NVGS) fleet size and mix?

Navigator’s fleet currently consists of 55 liquefied gas carriers, including 24 ethylene and ethane-capable vessels. After the proposed transaction, it would have 47 carriers, of which 16 are ethylene and ethane-capable, reflecting a sharper focus on its core handysize and midsize ethylene-capable segment.

When is the Navigator Holdings (NVGS) vessel and JV sale expected to close?

The parties anticipate closing the proposed transaction by the fourth quarter of 2026. Completion depends on executing definitive vessel and share sale agreements, approvals from the boards of all parties, required regulatory approvals, and other customary closing conditions.

Is the Navigator Holdings (NVGS) agreement with Bernhard Schulte and Sloman Neptun binding?

No, Navigator has signed a non-binding letter of intent with Bernhard Schulte and Sloman Neptun. The proposed transaction will only move forward upon execution of definitive sale documentation and satisfaction of board and regulatory approvals and other customary conditions.

Why does Navigator Holdings (NVGS) view the transaction as value accretive?

Navigator expects each of the eight vessels to be sold at approximately net asset value (NAV), describing the deal as value accretive. Management links this to disciplined capital stewardship, balance sheet optimization, and redeploying capital into newer, more efficient ships aligned with its long-term strategy.

Filing Exhibits & Attachments

1 document