UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE ~~13a~~13-16 ORor 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~March~~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 206-~~F ☒ Form~~K 40in paper as permitted by Regulation S-FT 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

~~On March 19, 2026,~~ Navigator Holdings Ltd. (the “Company”), ~~entered into an Underwriting Agreement~~ (~~the~~NYSE: ~~“Underwriting Agreement”~~NVGS) ~~with~~announces BWtoday ~~Group~~that ~~Limited~~on April 14, as2026, ~~the~~it ~~selling~~signed ~~shareholder~~a non-binding letter of ~~the~~intent ~~Company~~for (the ~~“Selling~~proposed ~~Shareholder”),~~sale ~~and~~of ~~Citigroup~~eight ~~Global~~of ~~Markets~~the ~~Inc.,~~Company’s ~~DNB~~small ~~Carnegie,~~gas ~~Inc.,~~vessels ~~Fearnley~~to ~~Securities~~Bernhard ASSchulte ~~and~~(Singapore) ~~Pareto~~Holdings ~~Securities~~Pte. ~~AS,~~Ltd. asand ~~the~~Sloman ~~underwriters~~Neptun Schiffahrts-Aktiengesellschaft (together, the “~~Underwriters~~Buyers”), inas ~~connection~~well ~~with~~as the ~~previously announced public offering by the Selling Shareholder (the “Secondary Offering”) of a total of 8,000,000 shares (the “Offered Shares”) of the~~ Company’s ~~common~~shareholding ~~stock,~~in ~~$0.01 par value per share (~~the ~~“Common~~Unigas ~~Stock”),~~International ~~at a public offering price of $17~~B.~~50 per share~~V. ~~The~~joint ~~Company~~venture, ~~did~~which ~~not~~currently ~~offer~~commercially ~~any~~manages ~~shares of its Common Stock in~~ the ~~Secondary~~Vessels, ~~Offering~~for ~~and~~an ~~did~~aggregate ~~not~~purchase ~~receive~~price ~~any proceeds from the sale~~ of ~~its~~approximately $183 million ~~shares of Common Stock in~~ (the ~~Secondary~~“Proposed ~~Offering~~Transaction”). ~~The Secondary Offering closed on March 23, 2026.~~

InThe ~~addition,~~Proposed ~~in connection~~Transaction ~~with~~is ~~the~~subject ~~Company’s~~to ~~previously~~the ~~announced~~execution ~~intention~~of todefinitive ~~purchase~~vessel ~~shares~~and inshare ~~the~~sale documentation, ~~Secondary~~approval ~~Offering,~~by the ~~Company~~boards ~~purchased~~of ~~3,500,000~~directors of the ~~Offered~~Company ~~Shares~~and ~~from~~ the ~~Underwriters~~Buyers, inany ~~the~~regulatory ~~Secondary~~approvals ~~Offering~~and ~~(the~~other ~~“Share Repurchase”),~~customary atclosing aconditions. ~~price~~The ~~per~~proceeds from ~~share~~the Proposed ~~equal~~Transaction are expected to ~~the~~be used for general corporate ~~public offering price~~purposes.

~~Pursuant~~THE toINFORMATION ~~the~~INCLUDED ~~Underwriting~~IN ~~Agreement,~~“ITEM ~~the~~1—INFORMATION ~~Company,~~CONTAINED ~~its~~IN ~~executive~~THIS ~~officers and~~FORM ~~directors~~6-K ~~and~~REPORT” ~~the~~OF ~~Selling~~THIS ~~Shareholder~~REPORT ~~and~~ON ~~Ultranav~~FORM ~~ApS,~~6-K ~~our~~(THE ~~principal~~“INCORPORATED ~~shareholders,~~INFORMATION”) ~~have~~IS ~~agreed~~HEREBY ~~that,~~INCORPORATED ~~for~~BY aREFERENCE ~~period~~INTO ofTHE 60FOLLOWING ~~days~~REGISTRATION ~~from~~STATEMENTS ~~the~~OF ~~date~~THE REGISTRANT: ofFORM ~~the~~F-3 ~~Underwriting~~(FILE ~~Agreement,~~NO. ~~they~~333-272980) ~~will~~ORIGINALLY ~~not,~~FILED ~~without~~WITH ~~the~~THE ~~prior~~SECURITIES ~~written~~AND ~~consent~~EXCHANGE ofCOMMISSION ~~the~~ON ~~Underwriters~~JUNE 28, 2023; AND FORM ~~offer,~~S-8 ~~sell~~(FILE orNO. ~~otherwise~~333-278593) ~~dispose~~ORIGINALLY ofFILED ~~any~~WITH ~~shares~~THE ofSECURITIES ~~capital~~AND ~~stock~~EXCHANGE ofCOMMISSION ~~the~~ON ~~Company~~APRIL 10, ~~subject~~2024. toEXCEPT ~~certain~~FOR ~~exceptions~~THE INCORPORATED INFORMATION, NO OTHER PORTION OF THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE INTO THE ABOVE REGISTRATION STATEMENTS.

The Underwriting Agreement includes customary representations, warranties and covenants, and indemnities, including by the Company and the Selling Shareholder.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Report on Form 6-K and incorporated by reference herein.

The Underwriters did 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 was conditioned upon the completion of the Secondary Offering, as well as the satisfaction of customary closing conditions, and closed concurrently with the completion of the Secondary Offering. The completion of the Secondary Offering was not conditioned upon the completion of the Share Repurchase.

ITEM 2—EXHIBITS

~~Attached~~The tofollowing ~~this~~exhibits ~~Report on~~are ~~Form~~filed ~~6-K~~ as ~~Exhibit~~part ~~1.1~~of isthis aReport ~~copy~~on ofForm ~~the~~6-K: ~~Underwriting Agreement.~~

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 Closing of Upsized Secondary Public Offering by Selling Shareholder and Concurrent Repurchase of Shares by Navigator Gas”, dated March 23, 2026.


Exhibit No.		Description

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

Exhibit No.		Description
1.1		Underwriting Agreement, dated March 19, 2026, by and among Navigator Holdings Ltd., BW Group Limited and Citigroup Global Markets Inc., DNB Carnegie, Inc., Fearnley Securities AS and Pareto Securities AS.
99.1		Press Release of Navigator Holdings Ltd., dated March 23, 2026.

“ITEM 1—INFORMATION CONTAINED IN THIS FORM 6-K REPORT” AND EXHIBIT 1.1 OF “ITEM 2—EXHIBITS” 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 U.S. SECURITIES AND EXCHANGE COMMISSION (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.

	NAVIGATOR HOLDINGS LTD.	~~NAVIGATOR HOLDINGS LTD.~~
Date: March 23, 2026	By:	/s/ John Reay
Date: April 15, 2026
		Name: John Reay
	By:	/s/ John Reay
		Title: Corporate Secretary
	Name:	John Reay
	Title:	Corporate Secretary

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