navigator holdings limited us ipo prospectus (march 19, 2026 version)

Navigator Holdings Ltd. 7,000,000 Shares of Common Stock This prospectus relates to the offer and sale by the selling shareholder identified in this prospectus supplement (the “SellingShareholder”) of 7,000,000 shares of our common stock, $0.01 par value per share (“Common Stock”). All of the shares ofCommon Stock offered by the Selling Shareholder pursuant to this prospectus will be sold by the Selling Shareholder for its own Subject to the completion of this offering, we intend to purchase from the underwriters 3,500,000 shares of our CommonStock offered by the Selling Shareholder in this offering (the “Stock Repurchase”), at a price per share equal to the publicoffering price. The closing of the Stock Repurchase is expected to be concurrent with the closing of this offering. The shares ofCommon Stock repurchased in the Stock Repurchase will no longer be outstanding after this offering. The completion of the Our shares of Common Stock are traded on the New York Stock Exchange (the “NYSE”) under the ticker symbol“NVGS.” The last reported sale price of our Common Stock on the NYSE on March18, 2026 was $18.81 per share. Investing in our Common Stock involves a high degree of risk. You should carefully consider thesection entitled “Risk Factors” beginning on page S-14 of this prospectus supplement and page 7 ofthe accompanying base prospectus, and any risk factors included in the documents incorporated by (1)The public offering price for the shares of our Common Stock offered to the public is $per share. We intend topurchase from the underwriters 3,500,000 shares of our Common Stock offered by the Selling Shareholder in this offeringat the public offering price. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the Delivery of the shares of Common Stock is expected to be made on or about March ParetoSecurities Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTINCORPORATION OF CERTAIN INFORMATION BY REFERENCEWHERE YOU CAN FIND MORE INFORMATIONPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGSUMMARY HISTORICAL AND OTHER FINANCIAL DATARISK FACTORSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSSTOCK REPURCHASEUSE OF PROCEEDSCAPITALIZATIONDIVIDEND POLICYSELLING SHAREHOLDERMATERIAL TAX CONSIDERATIONSUNDERWRITINGSERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIESLEGAL MATTERSEXPERTSEXPENSES Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONFORWARD-LOOKING STATEMENTSABOUT NAVIGATOR HOLDINGS LTD.RISK FACTORSUSE OF PROCEEDSCAPITALIZATION DESCRIPTION OF THE COMMON STOCK SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of shares ofCommon Stock and adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference intothe accompanying base prospectus. The second part is the accompanying base prospectus, which provides more general information about the Common This prospectus supplement and the accompanying base prospectus are part of a registration statement on FormF-3that we filed with the U.S.Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. This prospectus supplement and the accompanying baseprospectus, which form a part of the registration statement, do not contain all of the information set forth in the registration statement. For furtherinformation with respect to us and our Common Stock, reference is made to the registration statement, including the exhibits thereto and the documentsincorporated by reference therein. Statements contained in this prospectus supplement and the accompanying base prospectus as to the contents of anycontract or other document referred to herein and therein are not necessarily complete and, where that contract or other document is an exhibit to the Any statement made in this prospectus or in a document incorporated by reference into this prospectus will be deemed to be modified orsuperseded for purposes of this prospectus to the extent that a statement contained in this prospectus supplement or in any other subsequently filed We have not, and the Selling Shareholder and the underwriters have not, authorized anyone to provide any information or to make anyrepresentations other than those contained in or incorporated by reference into this prospectus supplement, the accompanying base prospectusor any free writing prospectuses prepared by us or on our behalf relating to this offering of shares of Common Stock. We, the SellingShareholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information thatothers may give