Navigator Holdings Ltd 2026年3月20日版美国存根股招股说明书

8,000,000 Shares of Common Stock This prospectus relates to the offer and sale by the selling shareholder identified in this prospectus supplement (the “Selling Shareholder”) of8,000,000 shares of our common stock, $0.01 par value per share (“Common Stock”). All of the shares of Common Stock offered by the SellingShareholder pursuant to this prospectus will be sold by the Selling Shareholder for its own account. We are not selling any shares of Common Stock in Subject to the completion of this offering, we intend to purchase from the underwriters 3,500,000 shares of our Common Stock offered by theSelling Shareholder in this offering (the “Stock Repurchase”), at a price per share equal to the public offering price. The closing of the Stock Repurchaseis expected to be concurrent with the closing of this offering. The shares of Common Stock repurchased in the Stock Repurchase will no longer beoutstanding after this offering. The completion of the Stock Repurchase is contingent on the satisfaction of customary closing conditions and Our shares of Common Stock are traded on the New York Stock Exchange (the “NYSE”) under the ticker symbol “NVGS.” The last reported saleprice of our Common Stock on the NYSE on March19, 2026 was $19.17 per share. Investing in our Common Stock involves a high degree of risk. You should carefully consider the section entitled“Risk Factors” beginning on page S-14 of this prospectus supplement and page 7 of the accompanying base prospectus,and any risk factors included in the documents incorporated by reference into this prospectus supplement, before you (1)The public offering price for the shares of our Common Stock offered to the public is $17.5000 per share. We intend to purchase from theunderwriters 3,500,000 shares of our Common Stock offered by the Selling Shareholder in this offering at the public offering price.(2)The underwriting discount for the shares of our Common Stock offered to the public is $0.6125 per share. No underwriting discount orcommissions will be paid to the underwriters with respect to the shares of our Common Stock we intend to purchase from the underwriters. See“Underwriting” for additional information regarding underwriting compensation. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to thecontrary is a criminal offense. Delivery of the shares of Common Stock is expected to be made on or about March 23, 2026. Joint Book-Running Managers 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 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 theregistration statement, we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. The registration Any statement made in this prospectus or in a document incorporated by reference into this prospectus w