Navigator Gas Announces Preliminary Second Quarter 2026 Results (Unaudited)

LONDON, Aug. 04, 2026 (GLOBE NEWSWIRE) -- Navigator Holdings Ltd. (described herein as "Navigator Gas" or the "Company") (NYSE: NVGS), the owner and operator of the world's largest fleet of handysize liquefied gas carriers, announces today its results for the three months ended June 30, 2026.

Second Quarter Financial Highlights

• For the quarter ended June 30, 2026, pursuant to the Company's capital return policy (the "Capital Return Policy") the Board of Directors of the Company declared, on August 4, 2026, a cash dividend of $0.07 per share of the Company's common stock, payable on September 1, 2026, to all shareholders of record as of the close of business U.S. Eastern Time on August 19, 2026, (the "Dividend"). The aggregate amount of the Dividend is expected to be approximately $4.3 million, which the Company anticipates will be funded from cash on hand.

• Also for the quarter ended June 30, 2026, pursuant to the Company's Capital Return Policy, the Company expects to repurchase approximately $14.2 million of its common stock between August 6, 2026, and September 30, 2026, subject to operating needs, market conditions, legal requirements, stock price and other circumstances (the "Share Repurchases"), such that the Dividend and the Share Repurchases together equal 35% of net income attributable to stockholders of the Company for the quarter ended June 30, 2026.

• For the quarter ending September 30, 2026, the Board of Directors of the Company approved, on August 4, 2026, an increase in the Fixed Element of the Company's Capital Return Policy to $0.08 per share of the Company's common stock, while maintaining that the Fixed Element and the Variable Element together should equal 35% of net income attributable to stockholders of the Company. The declaration of any dividends, and the amount of any such dividends or share repurchases, including with respect to the quarter ending September 30, 2026, remain subject to approval by the Company's Board of Directors following the conclusion of each quarter.

• For the quarter ended March 31, 2026, on June 10, 2026, the Company paid a dividend of $0.07 per share of the Company's common stock to all shareholders of record as of the close of business U.S. Eastern Time on May 20, 2026, totaling $4.3 million. The Company also repurchased 272,280 shares of common stock in the open market between March 16, 2026, and June 30, 2026, at an average price of $23.19 per share, totaling $6.3 million, such that the cash dividend and share repurchases together equaled 30% of net income attributable to stockholders of the Company in respect of the quarter ended March 31, 2026.

• The Company reported total operating revenues of $167.9 million for the three months ended June 30, 2026, compared to $129.6 million for the three months ended June 30, 2025. Disruption to transits through the Strait of Hormuz continued throughout the second quarter of 2026, constraining the availability of hydrocarbon products from the Middle East. End users sought alternative sources of supply, with Asian consumers in particular turning to North America for substitute volumes of LPG, ethane and ethylene. As a consequence, the price arbitrage between North America and Asia widened, supporting elevated freight rates for transportation between the two regions, while vessel utilization remained robust. Higher oil prices also increased demand for ethylene produced from competitively priced U.S. ethane. At the same time, a number of European crackers entered planned turnarounds, temporarily removing European ethylene production that had to be replaced by imports. These factors also resulted in record volumes of ethylene being exported through the Ethylene Export Terminal at Morgan's Point in the second quarter of 2026.

• Net income attributable to stockholders of the Company was $53.0 million for the three months ended June 30, 2026, compared to $21.5 million for the three months ended June 30, 2025.

• Adjusted net income attributable to stockholders of the Company1 was $53.1 million for the three months ended June 30, 2026, compared to $22.2 million for the three months ended June 30, 2025. During the three months ended March 31, 2026, the Company revised its definition of Adjusted net income attributable to stockholders of the Company to no longer exclude profit/loss on sale of vessels. The Company believes this change provides improved comparability and better reflects overall earnings generated during the period, which earnings include contributions to net income arising from the Company's ongoing process of fleet renewal. Prior‑period Adjusted net income attributable to stockholders of the Company presented has been recast to conform to the current‑period presentation.

• EBITDA2 was $101.6 million for the three months ended June 30, 2026, compared to $71.9 million for the three months ended June 30, 2025.

• Adjusted EBITDA2 was $86.4 million for the three months ended June 30, 2026, compared to $60.1 million for the three months ended June 30, 2025.

• Basic earnings per share attributable to stockholders of the Company was $0.86 for the three months ended June 30, 2026, compared to $0.31 per share for the three months ended June 30, 2025, with the increase primarily due to an increase in net income attributable to stockholders of Navigator Holdings Ltd., and by a lower number of shares of common stock in issue in the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

• Adjusted basic earnings per share attributable to stockholders3 of the Company was $0.86 per share for the three months ended June 30, 2026, compared to $0.32 per share for the three months ended June 30, 2025, driven primarily by an increase in Adjusted net income attributable to stockholders of the Company4, and by a lower number of shares of common stock in issue in the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

• The Company increased its gross debt by $23.3 million to $920.4 million (net of deferred financing costs) during the three months ended June 30, 2026, as the Company made net repayments on loan facilities and revolving credit facilities of $71.1 million and the Company drew $28.5 million of the revolving credit portion of its $111.8 million December 2022 Term Loan and Revolving Credit Facility and $62.9 million of the revolving credit portion of its $147.6 million August 2024 Term Loan and Revolving Credit Facility, totaling $91.4 million. The Company reduced its gross debt by $3.1 million to $897.1 million (net of deferred financing costs) during the three months ended March 31, 2026, as the Company made net repayments on loan facilities and revolving credit facilities of $29.9 million, offset by the drawdown of $26.8 million from the March 2026 Senior Secured Term Loan (as defined below).

• At June 30, 2026, the Company's cash, cash equivalents, and restricted cash including available but undrawn credit facilities of $nil, was $273.8 million, compared to $291.0 million as of March 31, 2026, and $316.0 million as of June 30, 2025.

• On July 13, 2026, further to the non-binding letter of intent entered into on April 14, 2026, the Company entered into definitive agreements with Bernhard Schulte (Singapore) Holdings Pte. Ltd. ("Bernhard Schulte") and Sloman Neptun Schiffahrts-Aktiengesellschaft ("Sloman Neptun") for the sale of eight gas carriers (the "Unigas Vessels"), together with the Company's shareholding in Unigas International B.V. ("Unigas B.V."), the entity that commercially manages the Unigas Vessels through the Unigas Pool, for aggregate consideration of approximately $183.0 million (the "Unigas Transaction").
  
  

The combined book value in respect of the Unigas Vessels and the Company's holding in Unigas B.V. in the Company's accounts at June 30, 2026, was approximately $114.0 million. At June 30, 2026, the outstanding balance under the Company's May 2025 Secured Term Loan and RCF in respect of the Unigas Vessels was $18.3 million and was prepaid on July 27, 2026, and as a result all the security granted by the Company over Happy Albatross was released.

The Unigas Transaction, which is subject to customary closing conditions, as well as delivery of the Unigas Vessels pursuant to it, is expected to be completed by the fourth quarter of 2026 after which the Company's fleet, all other things being equal, will consist of 46 vessels, 18 of which will be ethylene and ethane-capable. The Company currently expects to recognize a profit on sale of the Unigas Vessels and the Company's holding in Unigas B.V. of between $66.0 million and $69.0 million, pursuant to the exact time at which each individual vessel is delivered based on operational practicalities.

Other Highlights and Developments

Fleet Operational Update

The average daily time charter equivalent ("TCE") rate across the fleet was $33,946 for the three months ended June 30, 2026, compared to $28,216 for the three months ended June 30, 2025, and $29,684 for the three months ended March 31, 2026.

Utilization across the fleet was 90.8% for the three months ended June 30, 2026, compared to 84.2% for the three months ended June 30, 2025, and 90.6% for the three months ended March 31, 2026.

We continue to monitor the ongoing geopolitical situation in the Middle East. During the three months ended June 30, 2026, none of our vessels operated in, or transited through, the Arabian Gulf or the Strait of Hormuz, and we have not experienced any significant operational impact on our vessels as a result.

Disruption to transits through the Strait of Hormuz continued throughout the second quarter of 2026, constraining the availability of hydrocarbon products from the Middle East. End users sought alternative sources of supply, with Asian consumers in particular turning to North America for substitute volumes of LPG, ethane and ethylene. As a consequence, the price arbitrage between North America and Asia widened, supporting elevated freight rates for transportation between the two regions, while vessel utilization remained robust. Higher oil prices also increased demand for ethylene produced from competitively priced U.S. ethane. At the same time, a number of European crackers entered planned turnarounds, temporarily removing European ethylene production that had to be replaced by imports. These factors also resulted in record volumes of ethylene being exported through the Ethylene Export Terminal at Morgan's Point in the second quarter of 2026.

During the three months ended June 30, 2026, ongoing uncertainty around the Strait of Hormuz, including concerns regarding the security of vessel transits and the durability of the ceasefire, reduced our customers' willingness to commit to longer-term charter arrangements, with charterers instead favoring shorter, spot-oriented employment on a wait-and-see basis. Towards the end of the second quarter of 2026 as political tension appeared to ease between the U.S. and Iran, oil prices declined and arbitrage levels normalized.

As of June 30, 2026, we had 30 vessels engaged under time charters, 16 vessels on spot voyage charters and contracts of affreightment ("COAs"), and eight vessels operating in the independently managed Unigas Pool. As of June 30, 2026, for the 12-month period commencing July 1, 2026, approximately 37% of our available days are covered by time charter contracts. For the same forward-looking 12-month period, our midsize vessels are exclusively on time charters, approximately 57% of our fully refrigerated vessels and 34% of our semi-refrigerated vessels are on time charters, while 89% of our ethylene-capable handysize vessels are expected to be employed in the spot voyage market.

Into the third quarter of 2026, oil prices have declined and the price arbitrage between North America and Asia has narrowed from the elevated levels seen during the second quarter of 2026. Uncertainty regarding the direction of the market remains high, driven by continued disruption in the Strait of Hormuz, with traders reluctant to commit to longer-term positions pending greater clarity on outcomes. European crackers that were under turnaround during the second quarter of 2026 have returned to operation, reversing the European production deficit and the associated requirement for imported ethylene. We expect market conditions in the third quarter of 2026 to normalize from the exceptional levels experienced during the second quarter of 2026 while still remaining supportive of vessel demand.

The handysize 12‑month forward‑looking market assessment for semi‑refrigerated vessels increased by $10,000 per calendar month ("pcm") from the end of the first quarter of 2026, to $975,000 pcm at the end of the second quarter of 2026.

The handysize 12‑month forward‑looking market assessment for fully refrigerated vessels increased by $65,000 pcm from the end of the first quarter of 2026, to $850,000 pcm at the end of the second quarter of 2026.

The handysize 12-month forward-looking market assessment for ethylene-capable vessels increased by $75,000 pcm from the end of the first quarter of 2026 to $1,100,000 pcm at the end of the second quarter of 2026.

Ethylene Export Terminal

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") with Enterprise Products Partners. The Ethylene Export Terminal includes an ethylene cryogenic storage tank with a capacity of 30,000 tons, and has a nameplate capacity to export at least 1.55 million tons of ethylene per year and load ethylene-capable gas carriers at rates of 1,000 tons per hour.

Our share of the results of our equity investment in the Ethylene Export Terminal was a gain of $7.1 million for the three months ended June 30, 2026, compared to a gain of $4.8 million for the three months ended June 30, 2025, and a gain of $2.6 million for the three months ended March 31, 2026.

The Ethylene Export Terminal throughput for the three months ended June 30, 2026, reached a high of 374,278 metric tons ("mts"), compared to 268,117 mts for the three months ended June 30, 2025, and 300,537 mts for the three months ended March 31, 2026. The record throughput seen in the second quarter was the result of a much wider international price arbitrage driven by strong demand for U.S. ethylene in both Europe and Asia.

We expect throughput for the third quarter of 2026 to be lower than the first and second quarters of 2026 as international end users are currently de-stocking inventories that were built during the second quarter of 2026. Also, the Ethylene Export Terminal cannot operate above nameplate capacity for an extended period of time, especially as throughput is seasonally impacted by the elevated ambient temperatures during the summer.

Since January 2026, four new offtake contracts related to the Ethylene Export Terminal's available ethylene volumes have been signed by new customers, and we continue to expect that additional capacity will be contracted during the second half of 2026. Ongoing geopolitical uncertainties however reduce customers' desire to commit to long-term contracts, and until further offtake contracts are signed available volumes will be sold and made available on a spot contract basis.

Capital Return Policy

The Company's Capital Return Policy for any quarter comprises a fixed quarterly cash dividend (the "Fixed Element") and a variable payout of either an additional cash dividend and/or share repurchases (the "Variable Element"), such that the Fixed Element and the Variable Element together equal a percentage of net income attributable to stockholders for the given quarter, subject to the approvals, conditions and limitations described below.

On May 5, 2026, the Board of Directors of the Company announced that, in respect of the quarter ending June 30, 2026, subject to operating needs and other circumstances, the Company intended to pay a quarterly cash dividend of $0.07 per share of the Company's common stock as the Fixed Element, and to return additional capital in the form of further cash dividends and/or share repurchases as the Variable Element, such that the Fixed Element and, if any, the Variable Element together equal 35% of net income attributable to stockholders of the Company for the quarter ending June 30, 2026. This represented an increase from the 30% of net income attributable to stockholders of the Company that was approved and paid in respect of the quarter ending March 31, 2026.

On August 4, 2026, the Board of Directors of the Company approved, in respect of the quarter ending September 30, 2026, an increase in the Fixed Element of the Company's Capital Return Policy to $0.08 per share of the Company's common stock, while maintaining that the Fixed Element and the Variable Element together should equal 35% of net income attributable to stockholders of the Company. The declaration of any dividends, and the amount of any such dividends or share repurchases, including with respect to the quarter ending September 30, 2026, remain subject to approval by the Company's Board of Directors following the conclusion of each quarter.

Any acquisition of the Company's common stock under the Company's Capital Return Policy (as revised from time to time) may be made 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 and amount of any dividends and share repurchases will be determined by the Company's Board of Directors and management and will depend on market conditions, legal requirements, stock price, alternative uses of capital, financial results and earnings, restrictions in the Company's debt agreements, required capital expenditures, and the provisions of Marshall Islands law affecting the payment of dividends to shareholders, as well as other factors. The Company's Capital Return Policy (as revised from time to time) does not oblige the Company to pay any dividends or repurchase any of its shares and the payment of dividends and the repurchases of shares of common stock may be suspended, discontinued, or modified by the Company at any time, for any reason.

Financing

July 2026 Post-Delivery Senior Secured Term Loan. On July 31, 2026, the Company and certain of its subsidiaries as part of the Amon Joint Venture (as defined below) entered into a $121.8 million secured term loan (the "July 2026 Post-Delivery Senior Secured Term Loan") with ING Bank N.V., London Branch, Société Générale and Oversea-Chinese Banking Corporation Limited to finance from delivery, up to 70% of the shipyard cost of two newbuild 51,530 cubic-meter capacity ammonia-fueled, ice-class, liquefied ammonia carriers Navigator Amundsen and Navigator Archer (the "Two Ammonia Newbuild Vessels"). All pre-delivery payments under the shipbuilding contracts until delivery of the vessels will be paid by the Company and certain of its subsidiaries as part of the Amon Joint Venture from cash on hand. The July 2026 Post-Delivery Senior Secured Term Loan is amortizing with a balloon payment of $85.26 million, and bears interest at a rate of Term SOFR plus 135 basis points. The July 2026 Post-Delivery Senior Secured Term Loan is expected to be drawn on delivery of each vessel, and matures at the earlier of 72 months after delivery of each vessel or 12 March 2035 (Ship Tranche A) and 12 July 2035 (Ship Tranche B). As of June 30, 2026, the facility was undrawn.

June 2026 Pre-Delivery Secured Term Loan. On June 18, 2026, the Company and certain of its subsidiaries entered into a $164.6 million secured pre-delivery term loan (the "June 2026 Pre-Delivery Secured Term Loan") with BNP PARIBAS (acting through its Tokyo Branch) as lead lender to finance up to 80% of the pre-delivery instalments to the shipyard for two of the Company's Four Ethylene Newbuild Vessels (as defined below), Navigator Polaris and Navigator Proxima. The Company will use cash on hand to pay the remainder of the pre-delivery construction costs. The June 2026 Pre-Delivery Secured Term Loan is non-amortizing with a bullet repayment of $164.6 million, and bears interest at a rate of Term SOFR plus 160 basis points. The June 2026 Pre-Delivery Secured Term Loan is designed to be refinanced by the June 2026 JOLCO Financing (see below) and matures at the earlier of the refinancing of the vessels under the June 2026 JOLCO Financing, delivery of the second vessel, or April 27, 2028. As of June 30, 2026, the June 2026 Pre-Delivery Secured Term Loan was undrawn. On July 17, 2026, the Company drew $57.6 million from the June 2026 Pre-Delivery Secured Term Loan to recoup 80% of all pre-delivery instalments paid to the shipyard for the two vessels to date.

June 2026 JOLCO Financing. On June 18, 2026, the Company obtained committed Japanese Operating Lease with Call Option ("JOLCO") financing of $205.8 million to refinance the June 2026 Pre-Delivery Secured Term Loan and provide long-term post-delivery financing for two of the Company's Four Ethylene Newbuild Vessels (as defined below), Navigator Polaris and Navigator Proxima. The Company has effective break options after 5 years and 8.5 years and the full tenor of the June 2026 JOLCO Financing is 15 years. Under the terms of the arrangement, upon delivery of the vessels in December 2026 and June 2027, the Company is currently expected to make quarterly payments of approximately $2.1 million per vessel. As of June 30, 2026, the June 2026 JOLCO Financing was undrawn. Throughout the June 2026 JOLCO Financing, the Company will at all times retain responsibility for the commercial and technical operation of the two vessels, including crewing, maintenance, insurance and ship management. The June 2026 JOLCO Financing remains subject only to customary conditions precedent and closing procedures at or around the time of delivery of each of the two vessels.

August 2021 Amendment and Restatement Agreement. On August 2, 2021, as part of the Ultragas Transaction, the Company entered into the August 2021 Amendment and Restatement Agreement with Danmarks Skibskredit A/S relating to a previously issued 2019 Senior Term Loan Facility to finance Happy Osprey, Happy Peregrine, Happy Pelican and Happy Penguin. The August 2021 Amendment and Restatement Agreement had a term of six years maturing in June 2026 and was for a maximum principal amount of $67.0 million. A repayment of $21.1 million was made for three of the four tranches of the facility on June 1, 2026, with the fourth and final tranche being repaid on June 15, 2026, for an amount of $8.0 million. As of June 30, 2026, the facility was fully repaid and all security granted by the Company over the four vessels was released.

July 2015 Santander Credit Facility B. On July 31, 2015, the Company entered into the July 2015 Santander Credit Facility B with Banco Santander, S.A to finance two LPG carriers, Arctic Gas and Happy Avocet. The July 2015 Santander Credit Facility B was an amortizing facility, had a term of twelve years, maturing in January 2029, and was for a maximum principal amount of $55.8 million. A final payment of $14.0 million was made on June 2, 2026, and as of June 30, 2026, the facility was fully repaid and all security granted by the Company over the two vessels was released.

Revolving Credit Facilities Drawdown. On April 2, 2026, in light of ongoing geopolitical developments in the Middle East and related market uncertainty, the Company drew $28.5 million of the revolving credit portion of its $111.8 million December 2022 Term Loan and Revolving Credit Facility and $62.9 million of the revolving credit portion of its $147.6 million August 2024 Term Loan and Revolving Credit Facility, totaling $91.4 million as a precautionary liquidity measure, placing the money on deposit. The Company continues to monitor market conditions and intends to repay the revolving credit amounts based on an assessment of market conditions and subject to the availability of cash and cash equivalents and other capital allocation considerations.

Unigas

On July 13, 2026, further to the non-binding letter of intent entered into on April 14, 2026, the Company entered into definitive agreements with Bernhard Schulte (Singapore) Holdings Pte. Ltd. ("Bernhard Schulte") and Sloman Neptun Schiffahrts-Aktiengesellschaft ("Sloman Neptun") for the sale of eight gas carriers (the "Unigas Vessels"), together with the Company's shareholding in Unigas International B.V. ("Unigas B.V."), the entity that commercially manages the Unigas Vessels through the Unigas Pool, for aggregate consideration of approximately $183.0 million (the "Unigas Transaction").

The combined book value in respect of the Unigas Vessels and the Company's holding in Unigas B.V. in the Company's accounts at June 30, 2026, was approximately $114.0 million. At June 30, 2026, the outstanding balance under the Company's May 2025 Secured Term Loan and RCF in respect of the Unigas Vessels was $18.3 million and was prepaid on July 27, 2026, and as a result all the security granted by the Company over Happy Albatross was released.

The Unigas Transaction, which is subject to customary closing conditions, as well as delivery of the Unigas Vessels pursuant to it, is expected to be completed by the fourth quarter of 2026 after which the Company's fleet, all other things being equal, will consist of 46 vessels, 18 of which will be ethylene and ethane- capable. The Company currently expects to recognize a profit on sale of the Unigas Vessels and the Company's holding in Unigas B.V. of between $66.0 million and $69.0 million, pursuant to the exact time at which each individual vessel is delivered based on operational practicalities.

The Unigas Vessels are as follows:

Navigator Gas will fully exit the Unigas Pool and proceeds are expected to be used for general corporate purposes. The Unigas Transaction is consistent with the Company's ongoing focus on fleet optimization and disciplined capital allocation. The Unigas Vessels, with an average age of 13 years, represent non-core tonnage, and the Unigas 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.

Legal Updates

In February 2025, as part of an investigation into allegations of corruption, Muhamad Kerry Adrianto and certain other business partners and executives of PT Pertamina (Persero), Indonesia's state-owned energy company ("Pertamina"), were arrested by Indonesian authorities. The allegations related to the mismanagement of crude oil and oil refinery products at Pertamina between 2018 and 2023. The legal proceedings linked with the investigation by local authorities related to nine individuals and concluded in February 2026, with all nine defendants being found guilty. Mr. Adrianto was given a custodial sentence of 15 years, a fine of around $60,000 and was ordered to pay compensation of approximately $173 million.

On March 5, 2026, Mr. Adrianto lodged an appeal to his sentence with the High Court in Jakarta, Indonesia. On June 10, 2026, the High Court issued its appeal judgment, materially rejecting Mr. Adrianto's appeal, with his fine being reduced from around $60,000 to approximately $30,000 and the compensation order being increased from approximately $173 million to around $840 million. On June 22, 2026, Mr. Adrianto filed an appeal against the High Court's appeal decision to the Indonesian Supreme Court, and the Company continues to monitor developments.

We are not aware of any link or connection between the Company or PTNK, our Indonesian joint venture, and the investigation or its findings other than through Mr. Adrianto, who served as a director of PTNK until September 2025, when he was replaced as a director of PTNK.

Following the above, we continue to believe that the events surrounding Mr. Adrianto will not have a material impact on the Company or our operations.

The following table presents selected operating data for the three months ended June 30, 2026, and 2025, which we believe are useful in understanding the basis of movements in our operating revenues.

* Fleet Data - Our eight owned smaller vessels in the independently managed Unigas Pool at June 30, 2026, compared to the nine owned smaller vessels in the independently managed Unigas Pool at June 30, 2025, are excluded. On December 28, 2025, Happy Falcon, a 2002-built 3,770 cbm semi-refrigerated small gas carrier was redelivered from the Unigas Pool, which decreased the number of our vessels operating in the Unigas Pool from nine to eight.

** Non-GAAP Financial Measure - Time charter equivalent ("TCE") - TCE is a measure of the average daily revenue performance of a vessel. TCE is not calculated in accordance with U.S. GAAP. For all charters, we calculate TCE by dividing total operating revenues (excluding revenue from the Unigas Pool), less any voyage expenses, by the number of earning days for the relevant period. Under a time charter, the charterer pays substantially all of the vessel's voyage-related expenses, whereas for voyage charters, also known as spot market charters, we pay all voyage expenses and charge our customers for these costs through our sales invoicing. TCE is a shipping industry performance measure used primarily to compare period-to-period changes in a company's performance despite changes in the mix of charter types (i.e., voyage charters, time charters and contracts of affreightment) under which vessels may be employed. We include average daily TCE as we believe it provides additional meaningful information. Our calculation of TCE may not be comparable to that reported by other companies.

The following table represents a reconciliation of operating revenues, the most directly comparable financial measure calculated in accordance with U.S. GAAP, to TCE for the periods presented.

*** Operating revenues and voyage expenses of our eight owned smaller vessels in the independently managed Unigas Pool at June 30, 2026, compared to the nine owned smaller vessels in the independently managed Unigas Pool at June 30, 2025, are excluded. On December 28, 2025, Happy Falcon, a 2002-built 3,770 cbm semi-refrigerated small gas carrier was redelivered from the Unigas Pool which decreased the number of our vessels operating in the Unigas Pool from nine to eight.

Operating Revenues. Operating revenues, net of address commissions, were $156.1 million for the three months ended June 30, 2026, an increase of $38.9 million or 33.2% compared to $117.2 million for the three months ended June 30, 2025. This increase was primarily due to:

• an increase of approximately $20.0 million attributable to an increase in average monthly TCE rates, which increased to an average of approximately $33,946 per vessel per day ($1,032,520 per vessel pcm) for the three months ended June 30, 2026, compared to an average of approximately $28,216 per vessel per day ($858,234 per vessel pcm) for the three months ended June 30, 2025;

• an increase of approximately $9.2 million attributable to an increase in fleet utilization, which increased to 90.8% for the three months ended June 30, 2026, compared to 84.2% for the three months ended June 30, 2025;

• a decrease of approximately $3.5 million or 3.4%, attributable to a net 146-day decrease in vessel available days for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily as a result of the prior sales of Navigator Gemini and Navigator Saturn and the sale of Navigator Pegasus during the three months ended June 30, 2026, compared to the three months ended June 30, 2025; and

• an increase of approximately $13.1 million, primarily attributable to an increase in invoiced pass-through voyage expense for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. 
  
  

Operating Revenues – Unigas Pool. Operating revenues – Unigas Pool was $11.9 million, a decrease of 4.6% for the three months ended June 30, 2026, compared to $12.4 million for the three months ended June 30, 2025. The decrease was due to Happy Falcon being redelivered from the Unigas Pool decreasing the number of our vessels operating in the pool from nine to eight, and decreased utilization across the pool fleet. These operating revenues represent our share of the operating revenues earned from our eight vessels operating within the independently managed Unigas Pool, based on agreed pool points.

Brokerage Commissions. Brokerage commissions, which typically vary between 1.25% and 2.5% of operating revenues, were $2.0 million for the three months ended June 30, 2026, compared to $1.5 million for the three months ended June 30, 2025.

Voyage Expenses. Voyage expenses increased by $13.1 million or 86.0% to $28.3 million for the three months ended June 30, 2026, from $15.2 million for the three months ended June 30, 2025. These voyage expenses are substantially pass-through costs and correspond to an increase in operating revenues of the same amount. The increase was primarily due to higher bunker fuel costs associated with higher oil and bunker prices during the three months ended June 30, 2026, including market volatility linked to geopolitical developments in the Middle East.

Vessel Operating Expenses. Vessel operating expenses decreased by $0.3 million or 0.6% to $47.1 million for the three months ended June 30, 2026, from $47.4 million for the three months ended June 30, 2025, as a result of a decrease in the weighted average number of vessels from 58.5 vessels for the three months ended June 30, 2025, compared to 54.2 for the three months ended June 30, 20265. Average daily vessel operating expenses increased by $650 per vessel per day, or 7.3%, to $9,554 per vessel per day for the three months ended June 30, 2026, compared to $8,905 per vessel per day for the three months ended June 30, 2025, mainly driven by higher crewing costs and the timing of project related expenses incurred during the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

Depreciation and Amortization. Depreciation and amortization decreased by $3.4 million to $31.5 million for the three months ended June 30, 2026, compared to $34.8 million for the three months ended June 30, 2025. The decrease is as a result of the sales of Navigator Gemini, Navigator Saturn, Happy Falcon and Navigator Pegasus, and Navigator Pluto which became fully depreciated in August 2025. Depreciation and amortization included amortization of capitalized drydocking costs of $5.5 million for the three months ended June 30, 2026, and $5.7 million for three months ended June 30, 2025.

General and Administrative Costs. General and administrative costs increased by $1.0 million to $11.3 million for the three months ended June 30, 2026, compared to $10.3 million for the three months ended June 30, 2025. The increase is primarily driven by project-specific legal and professional fees, as well as increased office-related expenses.

Profit from Sale of Vessels. Profit from sale of vessels for the three months ended June 30, 2026, was $15.3 million related to the sale of Navigator Pegasus, compared to $12.6 million related to the sale of Navigator Venus during the three months ended June 30, 2025.

Realized Loss on Non-designated Derivative Instruments. The realized loss of $0.4 million on non-designated derivative instruments for the three months ended June 30, 2026, relates to the termination and settlement of interest rate swaps that hedged the $55.8 million July 2015 Santander Credit Facility B which was repaid during the three months ended June 30, 2026.

Unrealized Gain/Loss on Non-Designated Derivative Instruments. The unrealized gain of $2.4 million on non-designated derivative instruments for the three months ended June 30, 2026, relates to non-cash fair value gains on interest rate swaps that are used to hedge a number of our variable rate secured term loan and revolving credit facilities, as a result of increase in forward U.S. Dollar SOFR interest rates. This is compared to an unrealized loss of $1.3 million for the three months ended June 30, 2025.

Interest Expense. Interest expense decreased by $1.7 million, or 11.4%, to $13.3 million for the three months ended June 30, 2026, from $15.1 million for the three months ended June 30, 2025. This is primarily a result of increased interest capitalized on the vessels under construction for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, which reduced the amount of interest expense recognized for the three months ended June 30, 2026.

Unrealized Foreign Exchange Loss and Gain. The unrealized foreign exchange loss of $2.0 million for the three months ended June 30, 2026, relates to losses on foreign currency cash balances held, driven primarily by the Indonesian Rupiah weakening against the U.S. dollar during the three months ended June 30, 2026, compared to an unrealized foreign exchange gain of $0.8 million for the three months ended June 30, 2025.

Income Taxes. Income taxes relate to taxes on our subsidiaries and businesses incorporated around the world, including those incorporated in the United States of America. Income taxes were an expense of $2.0 million for the three months ended June 30, 2026, compared to an expense of $1.5 million for the three months ended June 30, 2025, primarily related to movements in current and deferred taxes in relation to our equity investment in the Ethylene Export Terminal.

Share of Result of Equity Method Investments. The share of the result of the Company's 50% ownership in the Export Terminal Joint Venture was an income of $7.1 million for the three months ended June 30, 2026, compared to income of $4.8 million for the three months ended June 30, 2025. Volumes exported through the Ethylene Export Terminal were 374,278 tons for the three months ended June 30, 2026, compared to 268,117 tons for the three months ended June 30, 2025.

Non-Controlling Interests. On September 30, 2022, the Company entered into a joint venture (the "Navigator Greater Bay Joint Venture") with Greater Bay Gas Co. Ltd. ("Greater Bay Gas"). The Navigator Greater Bay Joint Venture was owned 60% by the Company and 40% by Greater Bay Gas. On October 14, 2025, the Company increased its ownership interest in the Navigator Greater Bay Joint Venture from 60% to 75.1% through the acquisition of an additional 15.1% interest for total cash consideration of $16.8 million. The Navigator Greater Bay Joint Venture continues to be accounted for as a consolidated subsidiary in our consolidated financial statements, with the proportion owned by Greater Bay Gas accounted for as a non-controlling interest. Net income attributable to Greater Bay Gas of $3.9 million is presented as part of the non-controlling interest in our financial results for the three months ended June 30, 2026, compared to net income attributable to Greater Bay Gas of $0.7 million for the three months ended June 30, 2025.

The following table presents selected operating data for the six months ended June 30, 2026, and 2025, which we believe are useful in understanding the basis for movement in our operating revenues.

* Fleet Data - Our eight owned smaller vessels in the independently managed Unigas Pool at June 30, 2026, are excluded. On December 28, 2025, Happy Falcon, a 2002-built 3,770 cbm semi-refrigerated small gas carrier was redelivered from the Unigas Pool which decreased the number of our vessels operating in the Unigas Pool from nine to eight.

** Non-GAAP Financial Measure - Time charter equivalent ("TCE") - TCE is a measure of the average daily revenue performance of a vessel. TCE is not calculated in accordance with U.S. GAAP. For all charters, we calculate TCE by dividing total operating revenues (excluding revenue from the Unigas Pool), less any voyage expenses, by the number of earning days for the relevant period. Under a time charter, the charterer pays substantially all of the vessel's voyage-related expenses, whereas for voyage charters, also known as spot market charters, we pay all voyage expenses and charge our customers for these costs through our sales invoicing. TCE is a shipping industry performance measure used primarily to compare period-to-period changes in a company's performance despite changes in the mix of charter types (i.e., voyage charters, time charters and contracts of affreightment) under which vessels may be employed. We include average daily TCE as we believe it provides additional meaningful information. Our calculation of TCE may not be comparable to that reported by other companies.

The following table represents a reconciliation of operating revenues to TCE. Operating revenues are the most directly comparable financial measure calculated in accordance with U.S. GAAP for the periods presented.

*** Operating revenues and voyage expenses of our eight owned vessels in the independently managed Unigas Pool are excluded.

Operating Revenues. Operating revenues, net of address commissions, were $285.9 million for the six months ended June 30, 2026, an increase of $28.8 million or 11.2% compared to $257.1 million for the six months ended June 30, 2025. This increase was primarily due to:

• an increase of approximately $17.7 million attributable to an increase in average monthly time charter equivalent rates, which increased to an average of approximately $31,826 per vessel per day ($968,056 per vessel per calendar month) for the six months ended June 30, 2026, compared to an average of approximately $29,391 per vessel per day ($893,969 per vessel per calendar month) for the six months ended June 30, 2025;

• an increase in operating revenues of approximately $6.4 million attributable to an increase in fleet utilization, which increased to 90.7% for the six months ended June 30, 2026, compared to 88.3% for the six months ended June 30, 2025;

• a decrease in operating revenues of approximately $7.2 million or 4.1% driven by a 276-day decrease in vessel available days for the six months ended June 30, 2026, due to the sales of Navigator Gemini, Navigator Saturn, and Navigator Pegasus, compared to the six months ended June 30, 2025;

• an increase in operating revenues of approximately $11.8 million, primarily attributable to an increase in pass-through voyage costs for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
  
  

Operating Revenues – Unigas Pool. Operating revenues – Unigas Pool was $22.6 million for the six months ended June 30, 2026, a decrease of 5.4% compared to $23.9 million for the six months ended June 30, 2025. The decrease was due to Happy Falcon being redelivered from the Unigas Pool decreasing the number of our vessels operating in the pool from nine to eight, and decreased utilization across the pool fleet. These operating revenues represent our share of the operating revenues earned from our eight vessels operating within the independently managed Unigas Pool, based on agreed pool points.

Brokerage Commissions. Brokerage commissions, which typically vary between 1.25% and 2.5% of operating revenue, were $3.8 million for the six months ended June 30, 2026, compared to $3.5 million for the six months ended June 30, 2025.

Voyage Expenses. Voyage expenses increased by $11.8 million or 33.0% to $47.7 million for the six months ended June 30, 2026, from $35.9 million for the six months ended June 30, 2025. These voyage expenses are substantially pass-through costs and correspond to an increase in operating revenues of the same amount. The increase was primarily due to higher bunker fuel costs associated with higher oil and bunker prices during the six months ended June 30, 2026, including market volatility linked to geopolitical developments in the Middle East.

Vessel Operating Expenses. Vessel operating expenses decreased by $1.5 million or 1.6% to $92.9 million for the six months ended June 30, 2026, from $94.4 million for the six months ended June 30, 2025, as a result of a decrease in the weighted average number of vessels from 57.7 vessels for the six months ended June 30, 2025, compared to 54.9 for the six months ended June 30, 2026. Average daily vessel operating expenses increased by $311 per vessel per day, or 3.4%, to $9,353 per vessel per day for the six months ended June 30, 2026, compared to $9,042 per vessel per day for the six months ended June 30, 20256. The increase is driven by higher crew and maintenance costs incurred during the six months ended June 30, 2026, compared to the six months ended June 30, 2025.

Depreciation and Amortization. Depreciation and amortization decreased by $5.6 million to $63.4 million for the six months ended June 30, 2026, from $69.0 million for the six months ended June 30, 2025, primarily due to the sales of Navigator Gemini, Navigator Saturn, Happy Falcon and Navigator Pegasus, and Navigator Pluto which became fully depreciated in August 2025. Depreciation and amortization included amortization of capitalized drydocking costs of $11.4 million and $11.4 million for the six months ended June 30, 2026, and 2025, respectively.

General and Administrative Costs. General and administrative costs increased by $3.1 million or 17.1% to $21.5 million for the six months ended June 30, 2026, from $18.4 million for the six months ended June 30, 2025. The increase is primarily driven by project-specific legal and professional fees, as well as increased office-related expenses.

Profit from Sale of Vessels. Profit from sale of vessels for the six months ended June 30, 2026, was $27.3 million related to the sales of Navigator Saturn and Happy Falcon in January 2026 and Navigator Pegasus in April 2026, compared to $12.6 million related to the sale of Navigator Venus during the six months ended June 30, 2025.

Realized Loss on Non-Designated Derivative Instruments. The realized loss of $0.4 million on non-designated derivative instruments for the six months ended June 30, 2026, relates to the termination and settlement of interest rate swaps that hedged the $55.8 million July 2015 Santander Credit Facility B which was repaid during the six months ended June 30, 2026, compared to a realized loss of $1.2 million on non-designated derivative instruments for the six months ended June 30, 2025, which related to the termination and settlement of interest rate swaps that hedged the $210 million secured term loan and revolving credit facilities which was repaid during the six months ended June 30, 2025.

Unrealized Gain and Loss on Non-Designated Derivative Instruments. The unrealized gain of $4.0 million on non-designated derivative instruments for the six months ended June 30, 2026, relates to non-cash fair value gains on interest rate swaps that are used to hedge a number of our variable rate secured term loan and revolving credit facilities, as a result of an increase in forward U.S. Dollar SOFR interest rates. This is compared to an unrealized loss of $2.4 million for the six months ended June 30, 2025.

Interest Expense. Interest expense decreased by $2.3 million, or 8.3%, to $25.5 million for the six months ended June 30, 2026, from $27.8 million for the six months ended June 30, 2025. This is primarily a result of increased interest capitalized on the vessels under construction for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, which reduced the amount of interest expense recognized for the six months ended June 30, 2026.

Unrealized Foreign Exchange Loss. The unrealized foreign exchange loss of $2.6 million for the six months ended June 30, 2026, relates to losses on foreign currency cash balances held, primarily driven by the Indonesian Rupiah weakening against the U.S. dollar during the period, compared to an unrealized loss of $0.1 million for the six months ended June 30, 2025.

Net Other Income. In March 2026, the Company recognized $1.3 million for the six months ended June 30, 2026, in other income from a third party relating to a claim for damages caused to Navigator Neptune in 2021. The amount is the final settlement and no further amounts in relation to this matter are anticipated, compared to $4.8 million recognized in the six months ended June 30, 2025, in other income relating to a claim and damages caused to Navigator Aries in 2016 and received from a third party.

Income Taxes. Income taxes relate to taxes on our subsidiaries and businesses incorporated around the world including those incorporated in the United States of America. Income taxes were an expense of $3.0 million for the six months ended June 30, 2026, compared to an expense of $1.4 million for the six months ended June 30, 2025, primarily related to movements in current and deferred taxes in relation to our equity investment in the Ethylene Export Terminal.

Share of Result of Equity Method Investments. The share of the result of the Company's 50% ownership in the Export Terminal Joint Venture was income of $9.7 million for the six months ended June 30, 2026, compared to income of $3.9 million for the six months ended June 30, 2025. Throughput rates increased to 674,815 tons for the six months ended June 30, 2026, compared to 353,669 tons for the six months ended June 30, 2025.

Non-Controlling Interest. On September 30, 2022, the Company entered into the Navigator Greater Bay Joint Venture. The joint venture was owned 60% by the Company and 40% by Greater Bay Gas. On October 14, 2025, the Company increased its ownership interest in the Navigator Greater Bay Joint Venture from 60% to 75.1% through the acquisition of an additional 15.1% interest for total cash consideration of $16.8 million. The Navigator Greater Bay Joint Venture continues to be accounted for as a consolidated subsidiary in our consolidated financial statements, with the proportion owned by Greater Bay Gas accounted for as a non-controlling interest. Net income attributable to Greater Bay Gas of $4.9 million is presented as part of the non-controlling interest in our financial results for the six months ended June 30, 2026, compared to net income attributable to Greater Bay Gas of $2.5 million for the six months ended June 30, 2025.

Reconciliation of Non-GAAP Financial Measures

The following table shows a reconciliation of Net income to EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2026, and 2025:

Profit from sale of vessels is included in Adjusted Net Income but excluded from Adjusted EBITDA. Management believes Adjusted Net Income is useful in evaluating overall earnings generated during the period, while Adjusted EBITDA is useful in evaluating the operating performance of the Company's fleet, independent of vessel disposition activities. Management uses both measures, together with results reported in accordance with U.S. GAAP, to assess financial performance, and the measures are designed to provide insight into different aspects of performance. Accordingly, the adjustments reflected in Adjusted Net Income and Adjusted EBITDA are not identical.

The following table shows a reconciliation of Net income attributable to stockholders of Navigator Holdings Ltd. to Adjusted net income attributable to stockholders of Navigator Holdings Ltd., for the three and six months ended June 30, 2026, and 2025:

During the three and six months ended June 30, 2026, the Company revised its definition of Adjusted net income attributable to stockholders of Navigator Holdings Ltd. to no longer exclude profit/loss on sale of vessels. The Company believes this change provides improved comparability and better reflects overall earnings generated during the period, which earnings include contributions to net income arising from the Company's ongoing process of fleet renewal. Prior‑period Adjusted net income attributable to stockholders of the Company presented has been recast to conform to the current‑period presentation.

Liquidity and Capital Resources

Our primary sources of funds are cash and cash equivalents and restricted cash, cash from operations, undrawn bank borrowings, proceeds from vessel sales, and proceeds from bond issuances.

Our primary uses of funds are drydocking and other vessel maintenance expenditures, voyage expenses, vessel operating expenses, general and administrative costs, insurance costs, tax costs, expenditures incurred in connection with ensuring that our vessels comply with international and regulatory standards, financing expenses and quarterly repayment of bank loans. We also expect to use funds in connection with our Capital Return Policy. In addition, our medium-term and long-term liquidity needs relate to debt repayments, repayment of bonds, payments for the Four Ethylene Newbuild Vessels (as defined below), the Two Ammonia Newbuild Vessels (as defined below) and other potential future joint ventures, future vessel newbuilds, related investments, and other potential future vessel acquisitions, and/ or related port or terminal projects.

As of June 30, 2026, the Company had unrestricted cash and cash equivalents of $225.9 million, restricted cash of $47.9 million, and credit facilities available to be drawn of $nil, and in total cash, cash equivalents, restricted cash and undrawn facilities of $273.8 million.

Revolving Credit Facilities Drawdown. On April 2, 2026, in light of ongoing geopolitical developments in the Middle East and related market uncertainty, the Company drew $28.5 million of the revolving credit portion of its $111.8 million December 2022 Term Loan and Revolving Credit Facility and $62.9 million of the revolving credit portion of its $147.6 million August 2024 Term Loan and Revolving Credit Facility, totaling $91.4 million as a precautionary liquidity measure, placing the money on deposit. The Company continues to monitor market conditions and intends to repay the revolving credit amounts based on an assessment of market conditions and subject to the availability of cash and cash equivalents and other capital allocation considerations.

Financing Covenants. Our secured term loan facilities and revolving credit facilities contain covenants that require the Company to maintain liquidity of no less than (i) up to $50.0 million, as applicable to the relevant loan facility, or (ii) 5% of total indebtedness (representing $46.3 million as of June 30, 2026), whichever is greater.

July 2026 Post-Delivery Senior Secured Term Loan. On July 31, 2026, the Company and certain of its subsidiaries as part of the Amon Joint Venture (as defined below) entered into a $121.8 million secured term loan (the "July 2026 Post-Delivery Senior Secured Term Loan") with ING Bank N.V., London Branch, Société Générale and Oversea-Chinese Banking Corporation Limited to finance from delivery, up to 70% of the shipyard cost of two newbuild 51,530 cubic-meter capacity ammonia-fueled, ice-class, liquefied ammonia carriers Navigator Amundsen and Navigator Archer (the "Two Ammonia Newbuild Vessels"). All pre-delivery payments under the shipbuilding contracts until delivery of the vessels will be paid by the Company and certain of its subsidiaries as part of the Amon Joint Venture from cash on hand. The July 2026 Post-Delivery Senior Secured Term Loan is amortizing with a balloon payment of $85.26 million, and bears interest at a rate of Term SOFR plus 135 basis points. The July 2026 Post-Delivery Senior Secured Term Loan is expected to be drawn on delivery of each vessel, and matures at the earlier of 72 months after delivery of each vessel or 12 March 2035 (Ship Tranche A) and 12 July 2035 (Ship Tranche B). As of June 30, 2026, the facility was undrawn.

June 2026 Pre-Delivery Secured Term Loan. On June 18, 2026, the Company and certain of its subsidiaries entered into a $164.6 million secured pre-delivery term loan (the "June 2026 Pre-Delivery Secured Term Loan") with BNP PARIBAS (acting through its Tokyo Branch) as lead lender to finance up to 80% of the pre-delivery instalments to the shipyard for two of the Company's Four Ethylene Newbuild Vessels (as defined below), Navigator Polaris and Navigator Proxima. The Company will use cash on hand to pay the remainder of the pre-delivery construction costs. The June 2026 Pre-Delivery Secured Term Loan is non-amortizing with a bullet repayment of $164.6 million, and bears interest at a rate of Term SOFR plus 160 basis points. The June 2026 Pre-Delivery Secured Term Loan is designed to be refinanced by the June 2026 JOLCO Financing (see below) and matures at the earlier of the refinancing of the vessels under the June 2026 JOLCO Financing, delivery of the second vessel, or April 27, 2028. As of June 30, 2026, the June 2026 Pre-Delivery Secured Term Loan was undrawn. On July 17, 2026, the Company drew $57.6 million from the June 2026 Pre-Delivery Secured Term Loan to recoup 80% of all pre-delivery instalments paid to the shipyard for the two vessels to date.

June 2026 JOLCO Financing. On June 18, 2026, the Company obtained committed Japanese Operating Lease with Call Option ("JOLCO") financing of $205.8 million to refinance the June 2026 Pre-Delivery Secured Term Loan and provide long-term post-delivery financing for two of the Company's Four Ethylene Newbuild Vessels (as defined below), Navigator Polaris and Navigator Proxima. The Company has effective break options after 5 years and 8.5 years and the full tenor of the June 2026 JOLCO Financing is 15 years. Under the terms of the arrangement, upon delivery of the vessels in December 2026 and June 2027, the Company is currently expected to make quarterly payments of approximately $2.1 million per vessel. As of June 30, 2026, the June 2026 JOLCO Financing was undrawn. Throughout the June 2026 JOLCO Financing, the Company will at all times retain responsibility for the commercial and technical operation of the two vessels, including crewing, maintenance, insurance and ship management. The June 2026 JOLCO Financing remains subject only to customary conditions precedent and closing procedures at or around the time of delivery of each of the two vessels.

August 2021 Amendment and Restatement Agreement. On August 2, 2021, as part of the Ultragas Transaction, the Company entered into the August 2021 Amendment and Restatement Agreement with Danmarks Skibskredit A/S relating to a previously issued 2019 Senior Term Loan Facility to finance Happy Osprey, Happy Peregrine, Happy Pelican and Happy Penguin. The August 2021 Amendment and Restatement Agreement had a term of six years maturing in June 2026 and was for a maximum principal amount of $67.0 million. A repayment of $21.1 million was made for three of the four tranches of the facility on June 1, 2026, with the fourth and final tranche being repaid on June 15, 2026, for an amount of $8.0 million. As of June 30, 2026, the facility was fully repaid and all security granted by the Company over the four vessels was released.

July 2015 Santander Credit Facility B. On July 31, 2015, the Company entered into the July 2015 Santander Credit Facility B with Banco Santander, S.A to finance two LPG carriers, the Arctic Gas and Happy Avocet. The July 2015 Santander Credit Facility B was an amortizing facility, had a term of twelve years, maturing in January 2029, and was for a maximum principal amount of $55.8 million. A final payment of $14.0 million was made on June 2, 2026, and as of June 30, 2026, the facility was fully repaid and all security granted by the Company over the two vessels was released.

Future Obligations As of June 30, 2026, the Company had $1,389 million in outstanding future obligations, which includes principal repayments on long-term debt, including our Bonds, vessels under construction, and office lease commitments. Of the total outstanding obligation, $336 million falls due within the twelve months ending June 30, 2027, and the balance of $1,053 million falls due after June 30, 2027.

Going Concern

The Company has a responsibility to evaluate whether conditions and/or events raise substantial doubt over its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are expected to be issued. We believe, given our current cash balances, that our financial resources, including the cash expected to be generated within the year, will be sufficient to meet our liquidity and working capital needs for at least the next twelve months, taking into account our existing capital commitments and debt service requirements.

Capital Expenditures

On August 23, 2024, the Company entered into contracts to build the new 48,500 cubic meter capacity liquefied ethylene gas carriers with Jiangnan Shipyard (Group) Co., Ltd. and China Shipbuilding Trading Co. Ltd., in China (the "Original Newbuild Vessels"). As part of the agreements then made, the Company held an option to build two additional vessels of the same specification and price (the "Additional Newbuild Vessels" and, together with the Original Newbuild Vessels, the "Four Ethylene Newbuild Vessels"). On November 21, 2024, the Company exercised the option and entered into contracts to build the Additional Newbuild Vessels. The Four Ethylene Newbuild Vessels are scheduled to be delivered to the Company in December 2026, June 2027, September 2027 and December 2027 respectively, at an average shipyard price of $102.9 million per vessel. The Four Ethylene Newbuild Vessels will be able to carry a wide variety of gas products, ranging from complex petrochemical gases, including ethylene and ethane, to liquefied petroleum gas ("LPG") and clean ammonia. Additionally, the Four Ethylene Newbuild Vessels will be fitted with dual-fuel engines for ethane, a low-carbon intensity transitional fuel, and made retrofit-ready for using ammonia as a fuel in the future, and they will be capable of transiting through both the former and the new Panama Canal locks, providing enhanced flexibility.

On July 17, 2025, the Company announced that it had entered into a joint venture agreement with Amon Gas. The Amon Joint Venture intends to acquire two newbuild 51,530 cubic-meter capacity ammonia-fueled, ice-class, liquefied ammonia carriers (the "Two Ammonia Newbuild Vessels"), which will also be capable of carrying LPG. On December 31, 2025, the Company owned 61% of the Amon Joint Venture, and Amon Gas owned 39%. Under the terms and conditions of the investment, the Company expects to own 79.5% of the Amon Joint Venture and Amon Gas expects to own 20.5% when the vessels are delivered in 2028. The Amon Joint Venture has entered into contracts with Nantong CIMC Sinopacific Offshore & Engineering Co., Ltd. to build the Two Ammonia Newbuild Vessels, with deliveries scheduled to take place in May 2028 and September 2028 respectively, at an average yard price of $87 million per vessel. Once delivered, subject to customary conditions, each of the Two Ammonia Newbuild Vessels is expected to be operated by the Amon Joint Venture pursuant to a five-year time charter with Yara Clean Ammonia.

Cash Flows

The following table summarizes our cash, cash equivalents and restricted cash provided by/(used in) operating, investing and financing activities for the six months ended June 30, 2026, and 2025:

Net Cash Provided by Operating Activities. Net cash provided by operating activities for the six months ended June 30, 2026, decreased to $95.8 million, from $103.7 million for the six months ended June 30, 2025, a decrease of $8.0 million. Net income increased by $42.4 million to $93.4 million for the six months ended June 30, 2026, after adjusting for non‑cash items, including unrealized losses on non‑designated derivative instruments and our share of results from equity method investments. However, this improvement in earnings was offset by an unfavorable year-over-year movement in working capital of $22.3 million during the period, driven primarily by increases in accounts receivable, insurance claim receivables, other current assets, accounts payable and accrued liabilities. This compared to a decrease in net income attributable to stockholders of the Company of $0.8 million for the six months ended June 30, 2025, and an increase in working capital of $7.9 million during the six months ended June 30, 2025.

Net cash flow from operating activities principally depends upon charter rates attainable, fleet utilization, fluctuations in working capital balances, operating expenditures, repairs and maintenance activity, the amount and duration of drydocks, and changes in foreign currency rates.

We are required to drydock each vessel once every five years until it reaches 15 years of age, after which we drydock vessels approximately every two and a half years. Drydocking each vessel, including travelling to and from the drydock, takes on average approximately 20-30 days in total. Drydocking days generally include approximately 5-10 days of voyage time to and from the drydocking shipyard and approximately 15-20 days of actual drydocking time. Three of our vessels completed their respective drydockings during the six months ended June 30, 2026.

We estimate the current cost of a five-year drydocking for one of our vessels to be approximately $1.5 million, a ten-year drydocking cost to be approximately $1.7 million, and the 15-year and 17-year drydocking costs to be approximately $2.0 million each (including the cost of classification society surveys). As our vessels age and our fleet expands, our drydocking expenses will increase. Ongoing costs for compliance with environmental regulations are primarily included as part of drydocking, such as the requirement to install ballast water treatment plants, and classification society survey costs, with a balance included as a component of our operating expenses.

Cash Used in/Provided by Investing Activities. Net cash provided by investing activities was $38.8 million for the six months ended June 30, 2026, primarily related to $50.5 million of proceeds from the sale of Navigator Saturn, Happy Falcon and Navigator Pegasus and distributions from our investment in the Ethylene Export Terminal of $11.5 million, offset by $21.6 million of payments for vessels under construction.

Net cash used in investing activities was $86.7 million for the six months ended June 30, 2025, primarily related to contributions to our investment in an expansion of the Ethylene Export Terminal (the "Terminal Expansion Project") of $4.0 million, $20.6 million as payments for our Four Ethylene Newbuild Vessels under construction, and $83.7 million for the purchase of the Purchased Vessels, offset by $3.1 million of distributions received from our investment in the Export Terminal Joint Venture and $17.5 million from proceeds from sale of Navigator Gemini during the period.

Cash Provided by/Used in Financing Activities. Net cash used in financing activities was $63.0 million for the six months ended June 30, 2026, primarily as a result of the Company's purchase of 3,500,000 shares of common stock from BW Group Limited and other share repurchase programs of $68.5 million, $99.2 million of scheduled quarterly debt and revolving credit facility repayments, and quarterly dividend payments of $8.6 million. These outflows were partially offset by a $26.8 million drawdown from our March 2026 Senior Secured Term Loan and $28.5 million of the revolving credit portion of our $111.8 million December 2022 Term Loan and Revolving Credit Facility and $62.9 million of the revolving credit portion of our $147.6 million August 2024 Term Loan and Revolving Credit Facility.

Net cash provided by financing activities was $130.8 million for the six months ended June 30, 2025, primarily as a result of the drawdown of our February 2025 Facility of $74.6 million and our May 2025 Facility of $300 million, and proceeds from our March 2025 Bond Tap Issue of $40.0 million, offset by our repayment of our September 2020 Facility of $143.4 million and our October 2013 Facility of $14.7 million and regular quarterly debt repayments totaling $81.2 million, and $41.8 million paid under our Capital Return Policy and share repurchases.

Secured Term Loan Facilities, Revolving Credit Facilities, and Terminal Facility

General. Navigator Gas LLC., our wholly-owned subsidiary, and certain of our vessel-owning subsidiaries have entered into various secured term loan facilities and revolving credit facilities as summarized in the table below. For additional information regarding our secured term loan facilities and revolving credit facilities, please read "Item 5—Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities" in the Company's 2025 Annual Report.

The table below summarizes our facilities as of June 30, 2026: 

July 2026 Post-Delivery Senior Secured Term Loan. On July 31, 2026, the Company and certain of its subsidiaries entered into a $121.8 million post-delivery secured term loan (the "July 2026 Post-Delivery Senior Secured Term Loan") with ING Bank N.V., London Branch, Société Générale and Oversea-Chinese Banking Corporation Limited to finance the delivery of the Two Ammonia Newbuild Vessels. All pre-delivery payments under the shipbuilding contracts and the remaining portion of the delivery instalments for the Two Ammonia Newbuild Vessels will be funded from the cash resources. The July 2026 Post-Delivery Senior Secured Term Loan is amortizing on the six-year maturity date, and bears interest at a rate of Term SOFR plus 135 basis points. As of June 30, 2026, the facility was not drawn.

June 2026 Pre-Delivery Secured Term Loan. On June 18, 2026, the Company and certain of its subsidiaries entered into a $164.6 million secured pre-delivery term loan (the "June 2026 Pre-Delivery Secured Term Loan") with BNP PARIBAS (acting through its Tokyo Branch) as lead lender to finance up to 80% of the pre-delivery instalments to the shipyard for two of the Company's Four Ethylene Newbuild Vessels (as defined below), Navigator Polaris and Navigator Proxima. The Company will use cash on hand to pay the remainder of the pre-delivery construction costs. The June 2026 Pre-Delivery Secured Term Loan is non-amortizing with a bullet repayment of $164.6 million, and bears interest at a rate of Term SOFR plus 160 basis points. The June 2026 Pre-Delivery Secured Term Loan is designed to be refinanced by the June 2026 JOLCO Financing (see below) and matures at the earlier of the refinancing of the vessels under the June 2026 JOLCO Financing, delivery of the second vessel, or April 27, 2028. As of June 30, 2026, the June 2026 Pre-Delivery Secured Term Loan was undrawn. On July 17, 2026, the Company drew $57.6 million from the June 2026 Pre-Delivery Secured Term Loan to recoup 80% of all pre-delivery instalments paid to the shipyard for the two vessels to date.

June 2026 JOLCO Financing. On June 18, 2026, the Company obtained committed Japanese Operating Lease with Call Option ("JOLCO") financing of $205.8 million to refinance the June 2026 Pre-Delivery Secured Term Loan and provide long-term post-delivery financing for two of the Company's Four Ethylene Newbuild Vessels (as defined below), Navigator Polaris and Navigator Proxima. The Company has effective break options after 5 years and 8.5 years and the full tenor of the June 2026 JOLCO Financing is 15 years. Under the terms of the arrangement, upon delivery of the vessels in December 2026 and June 2027, the Company is currently expected to make quarterly payments of approximately $2.1 million per vessel. As of June 30, 2026, the June 2026 JOLCO Financing was undrawn. Throughout the June 2026 JOLCO Financing, the Company will at all times retain responsibility for the commercial and technical operation of the two vessels, including crewing, maintenance, insurance and ship management. The June 2026 JOLCO Financing remains subject only to customary conditions precedent and closing procedures at or around the time of delivery of each of the two vessels.

August 2021 Amendment and Restatement Agreement. On August 2, 2021, as part of the Ultragas Transaction, the Company entered into the August 2021 Amendment and Restatement Agreement with Danmarks Skibskredit A/S relating to a previously issued 2019 Senior Term Loan Facility to finance Happy Osprey, Happy Peregrine, Happy Pelican and Happy Penguin. The August 2021 Amendment and Restatement Agreement had a term of six years maturing in June 2026 and was for a maximum principal amount of $67.0 million. A repayment of $21.1 million was made for three of the four tranches of the facility on June 1, 2026, with the fourth and final tranche being repaid on June 15, 2026, for an amount of $8.0 million. As of June 30, 2026, the facility was fully repaid and all security granted by the Company over the four vessels was released.

July 2015 Santander Credit Facility B. On July 31, 2015, the Company entered into the July 2015 Santander Credit Facility B with Banco Santander, S.A to finance two LPG carriers, the Arctic Gas and Happy Avocet. The July 2015 Santander Credit Facility B was an amortizing facility, had a term of twelve years, maturing in January 2029, and was for a maximum principal amount of $55.8 million. A final payment of $14.0 million was made on June 2, 2026, and as of June 30, 2026, the facility was fully repaid and all security granted by the Company over the two vessels was released.

March 2026 Senior Secured Term Loan. On March 2, 2026, the Company and certain of its subsidiaries entered into a $133.8 million senior secured pre- and post-delivery term loan (the "March 2026 Senior Secured Term Loan") with ABN AMRO Bank N.V., Credit Agricole Corporate & Investment Bank and, Nordea Bank Abp, filial i Norge to partially finance the construction across two tranches of two of its ethylene newbuild vessels, Navigator Parsec and Navigator Pleione, and will use cash on hand to pay the remainder of the construction costs. The March 2026 Senior Secured Term Loan matures five years after delivery of the second vessel, and the borrowers have the option to extend the facility for a further 12 months. The facility is non-amortizing for the pre-delivery period and then each tranche amortizes from each vessel delivery, with a balloon repayment of $100.3 million on the five-year maturity date (if the 12-month extension is not taken). The facility bears interest at a rate of Term SOFR plus 150 basis points. As of June 30, 2026, the facility was partially drawn in the amount of $26.8 million.

Revolving Credit Facilities Drawdown. On April 2, 2026, in light of ongoing geopolitical developments in the Middle East and related market uncertainty, the Company drew $28.5 million of the revolving credit portion of its $111.8 million December 2022 Term Loan and Revolving Credit Facility and $62.9 million of the revolving credit portion of its $147.6 million August 2024 Term Loan and Revolving Credit Facility, totaling $91.4 million as a precautionary liquidity measure, placing the money on deposit. The Company continues to monitor market conditions and intends to repay the revolving credit amounts based on an assessment of market conditions and subject to the availability of cash and cash equivalents and other capital allocation considerations.

Loan Facility Covenants. There are certain financial covenants within each of the Company's secured loan facilities that are typical for transactions of this type. These covenants include:

• maintenance at all times of a minimum balance of cash and cash equivalents of up to the greater of $50 million and 5% of total indebtedness;

• maintenance of the ratio of value adjusted total stockholders' equity to value adjusted total assets of not less than 30%;

• that the aggregate fair market value of the collateral vessels be not less than 110% of the aggregate amount outstanding under the relevant facility.
  

Restrictive Covenants. The secured loan facilities provide that the borrowers may not declare or pay dividends to shareholders out of operating revenue generated by the vessels securing the indebtedness if an event of default has occurred and is continuing. The secured term loan facilities and revolving credit facilities also typically limit the borrowers from, among other things, incurring further indebtedness or entering into mergers and divestitures. The secured facilities also contain general covenants that require the borrowers to maintain adequate insurance coverage and to maintain the vessels, and include customary events of default including those relating to a failure to pay principal or interest, a breach of covenant, representation or warranty, a cross-default to other indebtedness, or non-compliance with security documents.

Borrowers are required to deliver quarterly compliance certificates, which are provided on a semi-annual basis on June 30 and December 31, including providing average valuations of the vessels securing the applicable facility from two independent ship brokers. Upon delivery of the valuations, if the market value of the collateral vessels is less than 110% to 135% of the outstanding indebtedness under the applicable facilities, the borrowers must either provide additional collateral or repay any amount in excess of 110% to 135% of the market value of the collateral vessels, as applicable. As of June 30, 2026, the Company considers that it was in full compliance with all such covenants under all of its facilities.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For a description of our material accounting policies, please read Note "2—Summary of Significant Accounting Policies" to the Company's 2025 Annual Report.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in interest rates and foreign currency fluctuations, as well as inflation. We use interest rate swaps to manage some of our interest rate risks. We do not use interest rate swaps or any other financial instruments for trading or speculative purposes.

Interest Rate Risk. We are exposed to the impact of interest rate changes through borrowings that require us to make interest payments based on SOFR. We are party to a fixed-rate unsecured bond and our wholly-owned subsidiaries and certain of our vessel-owning subsidiaries are party to secured term loans and revolving credit facilities that bear interest at rates of SOFR plus margins of between 150 and 247 basis points. At June 30, 2026, $510.8 million of our outstanding debt (including our bond and excluding deferred finance costs) had fixed rates or was hedged using interest rate swaps and therefore is not exposed to changes in interest rate movements, whereas $416.1 million (excluding deferred finance costs) was not hedged and is therefore subject to variable interest rates. Based on this, a hypothetical increase in SOFR of 100 basis points would, all other things being equal, result in $4.2 million of additional annual interest expense on our indebtedness outstanding as of June 30, 2026.

We use interest rate swaps to reduce our exposure to market risk from changes in interest rates. The principal objective of these contracts is to minimize the risks and costs associated with our floating-rate debt. The Company is exposed to the risk of credit loss in the event of non-performance by the counterparty to the interest rate swap agreements.

Foreign Currency Exchange Rate Risk. Our primary economic environment is the international shipping market. This market utilizes the U.S. Dollar as its functional currency. Consequently, most of our revenue is generated in U.S. Dollars. Our expenses are in the currency invoiced by each supplier, and we remit funds in various currencies. We incur some vessel operating expenses and general and administrative costs in foreign currencies, primarily Euros, Pound Sterling, Danish Kroner, and Polish Zloty, and therefore there is a transactional risk that currency fluctuations could have a negative effect on our cash flows and financial condition. We have not entered into any derivative contracts to mitigate our exposure to foreign currency exchange rate risk as of June 30, 2026.

Inflation. We are exposed to increases in operating costs arising from vessel operations, including crewing, vessel repair costs, drydocking costs, insurance and fuel prices as well as from general inflation, and we are subject to fluctuations as a result of general market forces. Increases in bunker costs could have a material effect on our future operations if the number and duration of our voyage charters or contracts of affreightment ("COAs") increase. In the case of the 46 vessels owned and commercially managed by us as of June 30, 2026, 30 were employed on time charter and as such it is the charterers who pay for the fuel on those vessels. If our vessels are employed under voyage charters or COAs, freight rates are generally sensitive to the price of fuel, however a sharp rise in bunker prices may have a temporary negative effect on our results as, typically, freight rates do not adjust immediately, unless the charter contract includes a bunker adjustment clause.

Credit Risk. We may be exposed to credit risks in relation to vessel employment, and at times we may have multiple vessels employed by the same charterer. We consider and evaluate the concentration of credit risk and perform ongoing evaluations of these charterers. At June 30, 2026, four of our vessels were employed by the same charterer, resulting in a concentration of credit exposure with that counterparty, which we actively monitor as part of our ongoing credit risk assessment. We invest our surplus funds with reputable financial institutions, and as of June 30, 2026, all such deposits had maturities of