Navigator Gas Announces the Convening of a General Meeting of Shareholders to Discuss Relocation to England and Wales

London, October 16, 2026 ( GLOBE NEWSWIRE ) – Navigator Holdings Ltd. (hereinafter referred to as “Navigator Gas” or “the Company”) ( NYSE : NVGS ) announced today that on October 8, 2026, the Company entered into a merger agreement and plan (the “Merger Agreement”) with its wholly-owned British subsidiary Navigator Gas plc (hereinafter referred to as the “New Parent Company”), as well as the New Parent Company’s wholly-owned subsidiary Navigator Gas Merger Co Inc. (hereinafter referred to as the “Merger Subsidiary”).

According to the merger agreement, the company will be incorporated into the merged subsidiary (“this merger”). After the merger is completed, the merged subsidiary will continue to exist as a wholly-owned subsidiary of the new parent company. Each share of common stock (“common stock”) of the company will be converted into one share of common stock of the new parent company. Therefore, the new parent company will become the listed parent company of the Navigator group, and it is planned to continue to list its common stock on the New York Stock Exchange under the existing stock code “NVGS”.

The company stated that signing this merger agreement is related to its previously announced plan to relocate the company's registration from the Marshall Islands to England and Wales.

The company expects that the change in registration location will align the corporate structure of Navigator more closely with its operational structure. The company's executive offices, senior management, and many employees are located in the UK, as are the lenders and insurance institutions. The company states that this move is expected to benefit it from a mature legal and governance framework, a competitive and stable tax system, a extensive network of double-taxation agreements, as well as a mature and predictable tonnage tax regime suitable for maritime enterprises like its own.

The completion of this merger depends on the conditions stipulated in the merger agreement, including the approval of at least a majority of the holders of the outstanding common shares entitled to vote on this matter. The company expects that this merger will not have a significant impact on employees, daily operations, or the services provided to customers.

CEO Mads Peter Zacho stated: "The re-registration will align the company's legal structure more closely with the locations of its business management and operations, and it will also be closer to the regions where many of our investors, lenders, and insurance institutions are based. This will further support our commitment to strong corporate governance and transparency, and provide a solid platform for future growth, investment, and strategic opportunities."

The general meeting of shareholders reviewing this merger will be held on November 16, 2026, at 9 a.m. Eastern Time, at 30 Rockefeller Plaza, New York City, New York State, USA, at the offices of Baker Botts L . L.P. The company stated that the final proxy statement for this general meeting of shareholders was submitted to the U.S. Securities and Exchange Commission ( SEC ) earlier today, and it is expected to be sent to all Navigator Gas shareholders as of October 16, 2026 (which is also the record date for this general meeting of shareholders), around October 16, 2026.

Notice of the General Meeting of Shareholders and Power of Attorney statements can be found on the company's website.

About Navigator Gas

Navigator Gas owns and operates the world's largest fleet of flexible liquefied gas carriers and is a global leader in the maritime transportation of petrochemical gases, transporting products such as ethylene, ethane, liquefied petroleum gas, and ammonia. The company also holds a 50% stake in an ethylene export maritime terminal located at Morgan's Point in Texas, USA, which is situated on the Houston Ship Channel, through a joint venture.

The Navigator Gas fleet consists of 48 semi-refrigerated or fully refrigerated liquefied gas (LNG) carriers, 18 of which have the capacity to transport ethylene and ethane. The company states that it plays a vital role in the LNG supply chains of energy companies, industrial users, and commodity traders. Its specialized vessels provide efficient and reliable “floating pipelines at sea” services, “connecting today’s world and creating a sustainable tomorrow.”

Navigator Gas common stocks are traded on the New York Stock Exchange under the code “NVGS”.

Forward-looking Statements

This press release contains certain “forward-looking” statements (as defined by SEC) regarding this merger, future operations or economic performance, and related assumptions. In addition, other oral or written statements made from time to time by the company and its representatives may also constitute forward-looking statements. In some cases, forward-looking statements can be identified by words such as “may”, “be able to”, “should”, “will”, “expect”, “plan”, “anticipate”, “intend”, “predict”, “believe”, “estimate”, “propose”, “potential”, “continue”, “have arranged”, and their negative forms, as well as similar expressions.

These forward-looking statements involve various risks and uncertainties that may lead to significant differences between actual results and the results implied or expressed in these statements. These risks and uncertainties include: (i) the risk that the company may not be able to achieve the expected benefits from this merger; ( ii ) the risk that this merger may not be completed or may not be completed in a timely manner; and ( iii ) other risks listed in the periodic reports submitted by the company to SEC.

All forward-looking statements in this press release are as of the date of issuance of this press release. New factors may arise from time to time, and the company is unable to predict all such factors. In addition, the company is also unable to assess the impact of each factor on its business, or to determine to what extent any single factor or combination of factors may cause actual results to differ significantly from those contained in any forward-looking statement. The company explicitly states that it has no obligation to update or revise any forward-looking statement due to future events, new information, changes in opinions or expectations, or other reasons. The company makes no predictions or statements regarding the performance of its common stock.

Supplementary information regarding this transaction

For this merger, the new parent company has submitted the final proxy statement as part of the Form 6-K filing. The company reminds investors and security holders to read the final proxy statement and other materials regarding the proposed transaction once they become available, as they will contain important information about this transaction and the company. Investors and security holders can obtain a copy of the final proxy statement and other documents submitted to the SEC for free through the SEC website at https :// www.sec.gov or through the company's website at www.navigatorgas.com. Security holders and other interested parties may also request a copy of the final proxy statement and related documents for free by mail or by contacting the investor relations department at 1200 Smith Street, Suite 1000, Houston, Texas, U.S.A .77002, or by phone at +1 713 373 6197 and +44 (0)20 7340 4850.

Parties seeking to collect proxy votes

The company, the new parent company, as well as their respective directors, executive officers, and certain other members of management may be considered participants in soliciting proxy votes from the company's shareholders regarding this merger. Information regarding these individuals is contained in the company's 20-F annual report submitted to SEC on March 12, 2026. Investors and security holders may obtain further information about the interests of these individuals by reviewing the final proxy statements submitted to SEC and other documents related to this transaction; these interests may differ from the overall interests of the company's shareholders.

Compulsory request or solicitation

This press release is for informational purposes only and does not constitute, nor is intended to constitute, an offer or solicitation to buy or sell any securities, nor does it constitute a solicitation for voting or approval. In any jurisdiction where such an offer, solicitation, or sale would be illegal before registration or qualification in accordance with that jurisdiction’s securities laws, no securities may be sold in such jurisdiction. No securities issuance shall take place unless it is conducted through a prospectus that complies with the requirements of Section 10 of the revised Securities Act of 1933.

Category: General