First Quarter Financial Highlights

• On May 14, 2025, the Board of Navigator Holdings Ltd., NVGS declared a cash dividend of $0.05 per share of the Company’s common stock for the quarter ended March 31, 2025, under the Company’s Return of Capital policy, payable on June 17, 2025, to all shareholders of record as of the close of business U.S. Eastern Time on May 29, 2025 (the “Dividend”).
• Also as part of the Company’s Return of Capital policy for the quarter ended March 31, 2025, the Company expects to repurchase approximately $3.3 million of its common stock between May 19, 2025, and June 30, 2025, subject to operating needs, market conditions, legal requirements, stock price and other circumstances (the “share repurchases”), such that the Dividend and share repurchases together equal 25% of net income for the quarter ended March 31, 2025.
• On April 3, 2025 the Company paid a dividend of $0.05 per share of the Company’s common stock to all shareholders of record as of the close of business U.S. Eastern Time on March 24, 2025, totaling $3.5 million, and repurchased 136,295 shares of common stock in the open market between March 17, 2025, and March 31, 2025, at an average price of $14.17 per share, totaling approximately $1.9 million, all as part of the Company’s Return of Capital policy for the quarter ended December 31, 2024.
• On May 13, 2025, the Board authorized a new share repurchase plan enabling the Company to repurchase up to an aggregate of $50 million of the Company’s common stock.
• The Company reported total operating revenues of $151.4 million for the three months ended March 31, 2025, compared to $134.2 million for the three months ended March 31, 2024.
• Net income attributable to stockholders of the Company was $27.0 million for the three months ended March 31, 2025, compared to $22.6 million for the three months ended March 31, 2024.
• EBITDA1 was $74.3 million for the three months ended March 31, 2025, compared to $72.8 million for the three months ended March 31, 2024.
• Adjusted EBITDA1 was $72.8 million for the three months ended March 31, 2025, compared to $74.1 million for the three months ended March 31, 2024.
• Basic earnings per share attributable to stockholders of the Company was $0.39 for the three months ended March 31, 2025, compared to $0.31 per share for the three months ended March 31, 2024.
• Adjusted basic earnings per share attributable to stockholders of the Company1 was $0.37 per share for the three months ended March 31, 2025, compared to $0.33 per share for the three months ended March 31, 2024.
• During March 2025, the Company received $4.8 million in other income from a third party relating to a claim and damages caused to Navigator Aries in 2016. The amount received is the final settlement and no further amounts in relation to this matter are anticipated.
• The Company increased its debt by $48.6 million to $902.1 million during the three months ended March 31, 2025 as the Company borrowed an aggregate of $76.8 million under its February 2025 Facility (as defined below), which borrowings were offset by quarterly repayments on loan facilities of $28.2 million. This increase is compares to an increase in debt of $51.9 million to $853.5 million during the three months ended December 31, 2024 as the Company borrowed an aggregate of $68.5 million under its revolving credit facilities and closed the refinancing of a $147.8 million facility, which borrowings were offset by the repayment with respect to OCY Aurora of $43 million and quarterly repayments on loan facilities of $35.4 million.
• The Company’s cash, cash equivalents, and restricted cash was $139.0 million as of March 31, 2025, compared to $139.8 million as at December 31, 2024.

Other Highlights and Developments

Fleet Operational Update

The average daily time charter equivalent (“TCE”) rate across the fleet was $30,476 for the three months ended March 31, 2025, compared to $28,339 for the three months ended March 31, 2024, and $28,341 for the three months ended December 31, 2024.

Utilization across the fleet remained robust at 92.4% for the three months ended March 31, 2025 compared to 92.3% for three months ended December 31, 2024, and 89.3% for the three months ended March 31, 2024.

U.S. domestic ethylene prices started the first quarter elevated compared to the fourth quarter of 2024, reaching a high of $700 per metric ton (“pmt”) in January, which pricing suppressed appetite for exports from the U.S.; it being above the annual average price in 2024 of $530 pmt. The price at the end of March 2025 was $450 pmt. Despite falling U.S. prices of ethylene over the course of the first quarter of 2025, the arbitrage between the U.S. and Asia remained too narrow to accommodate significant ethylene flows from the U.S. Approximately 11% of the ethylene tons loaded in the U.S. in the first quarter of 2025 had a destination in Asia and the balance of 89% of the ethylene tons loaded in the U.S. had a European destination.

For the three months ended March 31, 2025, we had an average of 30 vessels engaged under time charters, 20 vessels on spot voyage charters and contracts of affreightment (“COAs”), and 9 vessels operating in the independently managed Unigas Pool. For the 12-month period commencing April 1, 2025, we have 39% of our available days covered by time charter contracts. For the same 12-month period our midsize vessels are exclusively on time charter contracts, about 50% of our fully and semi-refrigerated vessels are on time charter contracts, and most of our ethylene-capable vessels are expected to be employed in the spot voyage market.

The average handysize 12-month forward-looking market assessment for semi-refrigerated vessels maintained its level from the fourth quarter of 2024 to the first quarter of 2025, at an average of $958,000 per calendar month “pcm”. The fully refrigerated 12-month forward-looking market assessment for the first quarter of 2025 decreased by $17,000 pcm, to an average of $806,000 pcm compared to $823,000 pcm in the fourth quarter of 2024. The handysize ethylene 12-month forward-looking market assessment for the first quarter of 2025 maintained its level from the fourth quarter of 2024 at $1,166,000 pcm.

Sale of vessel

On May 13, 2025, the Company sold and delivered, Navigator Venus, a 2000-built 22,085 cbm ethylene capable semi-refrigerated handysize vessel to a third party for net proceeds of $17.5 million.

Ethylene Export Terminal Update

We own a 50% share in an ethylene export marine terminal at Morgan’s Point, Texas (the “Ethylene Export Terminal”) through a joint venture (the “Export Terminal Joint Venture”). The Ethylene Export Terminal throughput for the three months ended March 31, 2025, was 85,553 metric tons, compared 220,703 metric tons for the three months ended March 31, 2024. Our share of the results of our equity investment in the Ethylene Export Terminal was a loss of $0.9 million for the three months ended March 31, 2025, compared to a gain of $4.4 million for the three months ended March 31, 2024. The result in the first quarter of 2025 was primarily due to lower export volumes as a result of narrower price arbitrage between the U.S. and Asia which in turn was driven by high U.S. domestic ethylene prices which disincentivized U.S. exports.

We expect throughput for the second quarter of 2025 to be materially higher than the first quarter of 2025 as U.S. ethylene crackers continue to complete turnarounds, further decreasing domestic ethylene prices in the U.S. and re-expanding the arbitrage between U.S. and international prices.

Together with Enterprise Products Partners L.P., our joint venture partner, we have expanded the Ethylene Export Terminal (the “Terminal Expansion Project”). The Terminal Expansion Project was completed and put into service on December 19, 2024, increasing the export capacity of the Ethylene Export Terminal from approximately one million tons of ethylene per annum to at least 1.55 million tons per annum. Two new multi-year offtake contracts related to the expanded volume have been signed, and we continue to expect that additional capacity will be contracted throughout 2025. Until further offtake contracts are signed, volumes will be sold on a spot basis.

The total capital contributions required from us for our share of the construction cost for the Terminal Expansion Project was $128 million which balance was fully contributed as of March 31, 2025 using existing cash resources. The final balance of approximately $4 million was contributed during the first quarter of 2025. It is anticipated that additional debt could be raised in 2025 to recoup some of the cash reserves expended on the Terminal Expansion Project and the Company continues to assess its options in this respect.

May 2025 Term Loan and Revolving Credit Facility

On May 2, 2025, the Company entered into a Senior Secured Term Loan and Revolving Credit Facility for up to $300 million (the “May 2025 Facility”) with Nordea Bank Abp filial i Norge, Danish Ship Finance A/S, Danske Bank A/S, DNB (UK) Limited, ING Bank N.V., London Branch, and Skandinaviska Enskilda Banken AB (publ). The May 2025 Facility will be used to repay the Company’s existing September 2020 secured loan facility in the current outstanding amount of $143.4 million that is due to mature in September 2025, and the Company’s existing October 2013 secured loan facility that is due to mature in May 2027 in the current outstanding amount of $14.7 million, and thereafter the remaining funds will be made available for general corporate and working capital purposes. The May 2025 Facility has a term of six years maturing in May 2031, is for a maximum principal amount of $300 million (split as $230 million Term Loan and $70 million Revolving Credit Facility), bears interest at Term Secured Overnight Financing Rate (“SOFR”) plus 170 basis points, and is to be repaid through 24 quarterly instalments on an age-adjusted 20 to 0 years profile, followed by a final balloon payment of $146.5 million, which balloon payment includes amounts relating to both the Term Loan and Revolving Credit components of the May 2025 Facility.

Resolution of Going Concern

Following the signing of the May 2025 Facility, the substantial doubt over the Company’s ability to continue as a going concern that was disclosed in both the Company’s Preliminary Fourth Quarter and Financial Year 2024 Results (Unaudited) released on March 12, 2025 and in the Company’s Annual Report on Form 20-F for the Year Ended December 31, 2024 filed with the SEC on March 25, 2025, has been alleviated.

2024 Senior Unsecured Bonds and 2025 Bond Tap Issue
On October 17, 2024, the Company issued an aggregate principal amount of $100 million of new Senior Unsecured Bonds in the Nordic bond market (the “October 2024 Bonds”). The net proceeds of the October 2024 Bonds were used to redeem in full all of our previously outstanding 2020 Bonds. The borrowing limit under the bond terms governing the October 2024 Bonds is $200 million.

On March 28, 2025, pursuant to an addendum (the “March 2025 Bond Tap Issue Addendum”), the Company completed an additional aggregate principal amount of $40 million tap issue in the Nordic bond market under the same bond terms governing its outstanding October 2024 Bonds and bearing the same coupon rate as the October 2024 Bonds (the “March 2025 Bond Tap Issue”). The March 2025 Bond Tap Issue matures in October 2029, in line with the October 2024 Bonds, and also bears a fixed coupon of 7.25% per annum payable semi-annually in arrears on April 30 and October 30. Settlement in respect of the March 2025 Bond Tap Issue occurred on April 4, 2025. Following the issuance of the October 2024 Bonds and the March 2025 Bond Tap Issue, a further $60 million in aggregate principal amount of bonds remains available to be issued by the Company under the bond terms governing the October 2024 Bonds.

Newly Acquired Vessels

On January 7, 2025, the Company entered into an agreement to acquire three German-built 17,000 cubic meter capacity, ethylene-capable liquefied gas vessels (the “Purchased Vessels”).

On February 7, 2025, the Company entered into a $74.6 million Senior Secured Term Loan (the “February 2025 Facility”) with Nordea Bank Abp, to partially finance the purchase price of the three Purchased Vessels and used cash on hand to pay the remainder of the total purchase price. The February 2025 Facility is initially non-amortizing, bears interest at a rate of Term SOFR plus 180 basis points and matures after 18 months. At that time the borrower has an option to extend the February 2025 Facility for a further 18 months on payment of a $25 million balloon. Should the borrower take the extension option the February 2025 Facility would become amortizing with repayments made on the basis of an age-adjusted 20 to 0 years repayment profile and would continue to bear interest at Term SOFR plus 180 basis points.

On February 19, 2025, the Company acquired the first of the three Purchased Vessels, now renamed Navigator Hyperion for $27.4 million. On February 24, 2025, the Company acquired the second of the Purchased Vessels, now renamed Navigator Titan for $27.4 million. On March 17, 2025 the Company acquired the third of the Purchased Vessels, now renamed Navigator Vesta, for $29.2 million. The Purchased Vessels are operating in the spot market.

PT Navigator Khatulistiwa

As of December 31, 2024 and March 31, 2025, the Company has consolidated 100% of PT Navigator Khatulistiwa, a VIE for which the Company is deemed to be the primary beneficiary, i.e. it has a controlling financial interest in this entity with the power to direct the activities that most significantly impact the entity’s economic performance and has the right to residual gains or the obligation to absorb losses that could potentially be significant to the VIE. The Company owns 49% of PT Navigator Khatulistiwa common stock, all of its secured debt and has voting control. All economic interests in the residual net assets reside with the Company. By virtue of the accounting principle of consolidation, transactions between PT Navigator Khatulistiwa and the Company are eliminated on consolidation.

Navigator Crewing Services Philippines Inc. and Navigator Gas Services Philippines Inc.

We own a 25% and a 40% share in Navigator Crewing Services Philippines Inc. (“NCSPI”) and Navigator Gas Services Philippines Inc. (“NSSPI”), respectively. These companies were established primarily to provide marine services as principals or agents to ship owners, ship operators, managers engaged in international maritime business, and business support services.

The Company has determined that it has a variable interest in NCSPI and NSSPI and is considered to be the primary beneficiary as a result of having a controlling financial interest in the entities and has the power to direct the activities that most significantly impact NCSPI’s and NSSPI’s economic performance.

OCY Aurora Ltd.

In October 2019, the Company entered into a sale and leaseback to refinance one of its vessels, Navigator Aurora, with OCY Aurora Ltd., a Maltese limited liability company. OCY Aurora Ltd. is a wholly owned subsidiary of Ocean Yield Malta Limited, whose parent is Ocean Yield ASA, a listed company on the Oslo stock exchange. The Company does not hold any shares or voting rights in OCY Aurora Ltd. Under U.S. GAAP the entity, OCY Aurora Ltd, is considered to be a VIE. On October 29, 2024, the Company terminated the sale and leaseback transaction provided by OCY Malta Limited, the parent of OCY Aurora Ltd., and paid $44.8 million to acquire full ownership of Navigator Aurora. As of this date OCY Aurora Ltd is no longer consolidated into our financial statements and we are not deemed the primary beneficiary of the VIE. As of December 31, 2024, the balance was fully settled.

As of March 31, 2025, Ultranav International ApS held a 30.6% share in the Company and BW Group held a 21.5% share in the Company and they are our principal shareholders. They may exert considerable influence on the directors and other significant corporate actions.

During 2021 the Company entered into a Transitional Services Agreement (“TSA”) with Ultranav Business Support ApS (“UBS”) to provide office and reception services. The Company pays UBS a monthly fee for services provided. The TSA agreement with UBS can be terminated by the Company by giving six-months’ notice.

17. Subsequent Events

Sale of vessel

On May 13, 2025, the Company sold and delivered Navigator Venus, a 2000-built 22,085 cbm ethylene capable semi-refrigerated handysize vessel to a third party for net proceeds of $17.5 million.

New Share Repurchase Plan

On May 13, 2025, the Board of Navigator Holdings Ltd. authorized a new share repurchase plan in relation to Navigator’s common stock. Pursuant to the New Share Repurchase Plan, Navigator may repurchase up to an aggregate of $50 million of the Company’s common stock via open market transactions, privately negotiated transactions or any other method permitted under U.S. securities laws and the rules of the U.S. Securities and Exchange Commission. The timing of any purchases and the number of shares to be purchased under the New Share Repurchase Plan will be determined by Navigator’s management and will depend on market conditions, legal requirements, stock price and alternative uses of capital, as well as other factors. The New Share Repurchase Plan does not oblige Navigator to repurchase any of its shares, and it may be suspended, discontinued, or modified by the Company at any time, for any reason.

Return of Capital

On May 14, 2025, the Company’s Board of Directors declared a cash dividend of $0.05 per share of the Company’s common stock for the quarter ended March 31, 2025 under the Company’s Return of Capital policy, payable on June 17, 2025 to all shareholders of record as of the close of business U.S Eastern time on May 29, 2025. The aggregate amount of the Dividend is expected to be approximately $3.5 million, which the Company anticipates will be funded from cash on hand.

Also as part of the Company’s Return of Capital policy for the quarter ended March 31, 2025, the Company expects to repurchase approximately $3.3 million of common stock between May 19, 2025, and June 30, 2025, subject to operating needs, market conditions, legal requirements, stock price and other circumstances , such that the Dividend and share repurchases together equal 25% of net income for the quarter ended March 31, 2025

May 2025 Term Loan and Revolving Credit Facility

On May 2, 2025, the Company entered into a Senior Secured Term Loan and Revolving Credit Facility for up to $300 million (the “May 2025 Facility”) with Nordea Bank Abp filial i Norge, Danish Ship Finance A/S, Danske Bank A/S, DNB (UK) Limited, ING Bank N.V., London Branch, and Skandinaviska Enskilda Banken AB (publ). The May 2025 Facility will be used to repay the Company’s existing September 2020 secured loan facility in the current outstanding amount of $143.4 million that is due to mature in September 2025, and the Company’s existing October 2013 secured loan facility that is due to mature in May 2027 in the current outstanding amount of $14.7 million, and thereafter the remaining funds will be made available for general corporate and working capital purposes. The May 2025 Facility has a term of six years maturing in May 2031, is for a maximum principal amount of $300 million (split as $230 million Term Loan and $70 million Revolving Credit Facility), bears interest at Term SOFR plus 170 basis points, and is repaid through 24 quarterly instalments on an age-adjusted 20 to 0 years profile, followed by a final balloon payment of $146.5 million, which balloon payment includes amounts relating to both the Term Loan and Revolving Credit components of the May 2025 Facility.

2024 Bonds

On March 28, 2025, the Company completed an additional $40 million tap issue in the Nordic bond market under its outstanding 2024 Bonds (the “March 2025 Bond Tap Issue”). The March 2025 Bond Tap Issue matures in October 2029 in line with the October 2024 Bonds, and also bears a fixed coupon of 7.25% per annum. Settlement in respect of the March 2025 Bond Tap Issue occurred on April 4, 2025. Following the issuance of the October 2024 Bonds and the March 2025 Bond Tap Issue, a further $60 million of the October 2024 Bonds remains available to be issued by the Company.

Source: Navigator Gas