First Quarter Financial Highlights.
On May 6, 2026, pursuant to the Company's capital return policy (the "Capital Return Policy"), the Board of Directors of the Company declared a cash dividend of $0.07 per share of the Company's common stock for the quarter ended March 31, 2026, payable on June 10, 2026, to all shareholders of record as of the close of business U.S. Eastern Time on May 20, 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 as part of the Company's Capital Return Policy for the quarter ended March 31, 2026, the Company expects to repurchase approximately $6.3 million of its common stock between May 8, 2026, and June 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 30% of net income for the quarter ended March 31, 2026.
On May 5, 2026, the Board of Directors of the Company approved a revision to the Company's existing Capital Return Policy first announced in May 2023 and revised in November 2025 (the "2026 Revised Capital Return Policy") to take effect from and applying to, the quarter ending June 30, 2026. Under the 2026 Revised Capital Return Policy, the Company intends, subject to operating needs and other circumstances, to pay its existing quarterly cash dividend of $0.07 per share (the "Fixed Element") and return additional capital in the form of further cash dividends and/or share repurchases, such that the Fixed Element and, if any, the variable component, together equal 35% of net income for the applicable quarter, increased from 30% of net income under the Company's existing Capital Return Policy. Declarations of any dividends in the future, and the amount of any such dividends under the 2026 Revised Capital Return Policy, are subject to approval by the Company's Board.
On March 31, 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 March 23, 2026, totaling $4.3 million, and the Company repurchased 50,473 shares of common stock in the open market between March 16, 2026, and March 31, 2026, at an average price of $19.34 per share, totaling $1.0 million, all as part of the Company's Capital Return Policy for the quarter ended December 31, 2025.
On March 23, 2026, the Company closed a secondary public offering of a total of 8.0 million shares of common stock by BW Group Limited, as the selling shareholder, at a public offering price of $17.50 per share. The Company did not offer any of its shares of common stock in the offering and did not receive any proceeds from the sale of its common stock by the selling shareholder in the offering. Concurrent and as part of the offering, the Company purchased from the underwriters 3,500,000 shares of common stock offered by the selling shareholder in the offering, at a price per share of $17.50, which was equal to the price per share paid by the underwriters to the selling shareholder in the offering. The share repurchase totaled $61.2 million and was funded with cash on hand.
The Company reported total operating revenues of $140.6 million for the three months ended March 31, 2026, compared to $151.4 million for the three months ended March 31, 2025.
Net income attributable to stockholders of the Company was $35.5 million for the three months ended March 31, 2026, compared to $27.0 million for the three months ended March 31, 2025.
Adjusted net income attributable to stockholders of the Company1 was $33.1 million for the three months ended March 31, 2026, compared to $25.5 million for the three months ended March 31, 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 the Company's ongoing process of fleet renewal as business in the ordinary course. Prior‑period adjusted net income attributable to stockholders of the Company presented has been recast to conform to the current‑period presentation.
EBITDA2 was $80.3 million for the three months ended March 31, 2026, compared to $74.3 million for the three months ended March 31, 2025.
1 Adjusted net income attributable to stockholders of Navigator Holdings Ltd. is not a measurement prepared in accordance with U.S. GAAP. Adjusted net income attributable to stockholders of Navigator Holdings Ltd. represents net income attributable to stockholders of Navigator Holdings Ltd. adjusted to exclude realized and unrealized gain/loss on non-designated derivative instruments and unrealized foreign currency exchange, write off of deferred financing costs, and other income. Management believes that EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to Stockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share are useful to investors in evaluating the operating performance of the Company but they do not represent and should not be considered alternatives to consolidated net income, earnings per share, cash generated from operations, or any other GAAP measure.
2 EBITDA and Adjusted EBITDA are not measurements prepared in accordance with U.S. GAAP. EBITDA represents net income before net interest expense, income taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA before profit/loss on sale of vessel, realized and unrealized gain/loss on non-designated derivative instruments and unrealized foreign currency exchange, write off of deferred financing costs, and other income. Management believes that EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to Stockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share are useful to investors in evaluating the operating performance of the Company but they do not represent and should not be considered alternatives to consolidated net income, earnings per share, cash generated from operations, or any other GAAP measure.
Adjusted EBITDA2 was $65.9 million for the three months ended March 31, 2026, compared to $72.8 million for the three months ended March 31, 2025.
Basic earnings per share attributable to stockholders of the Company was $0.55 for the three months ended March 31, 2026, compared to $0.39 per share for the three months ended March 31, 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 March 31, 2026, compared to the three months ended March 31, 2025.
Adjusted basic earnings per share attributable to stockholders3 of the Company was $0.51 per share for the three months ended March 31, 2026, compared to $0.37 per share for the three months ended March 31, 2025, driven primarily by an increase in adjusted 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 March 31, 2026, compared to the three months ended March 31, 2025. During the three months ended March 31, 2026, the Company revised its definition of adjusted net income to no longer exclude profit/loss on sale of vessels. The Company believes this change provides improved comparability and better reflects the Company's ongoing process of fleet renewal as business in the ordinary course. Prior‑period adjusted net income presented has been recast to conform to the current‑period presentation.
The Company reduced its 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). The Company reduced its debt by $33.0 million to $900.2 million (net of deferred financing costs) during the three months ended December 31, 2025, as the Company made net repayments on loan facilities and revolving credit facilities of $33.0 million.
At March 31, 2026, the Company's cash, cash equivalents, and restricted cash were $199.6 million, and together with available but undrawn credit facilities of $91.4 million, the Company's total liquidity as of March 31, 2026, was $291.0 million, compared to $204.9 million as of December 31, 2025, and $139.0 million as of March 31, 2025.
On April 14, 2026, the Company signed a non-binding letter of intent with Bernhard Schulte (Singapore) Holdings Pte. Ltd. ("Bernhard Schulte") and Sloman Neptun Schiffahrts-Aktiengesellschaft ("Sloman Neptune") for the sale by the Company to Bernhard Schulte and Sloman Neptun of eight gas carriers (the "Unigas Vessels") as well as the Company's shareholding in Unigas International B.V. ("Unigas B.V."), the entity which commercially manages the Unigas Vessels (the "Unigas Pool"), for an aggregate purchase price of approximately $183 million (the "Proposed Unigas Transaction"). The combined book value and outstanding loan facilities in respect of the Unigas Vessels and the Company's holding in Unigas B.V. in the Company's accounts at March 31, 2026, were approximately $117 million and $54 million respectively. Closing of the Proposed Unigas Transaction is subject to the execution of definitive vessel and share sale documentation, approval by the boards of directors of Navigator Gas, Bernhard Schulte and Sloman Neptun, any regulatory approvals, and other customary closing conditions. The parties anticipate closing the Proposed Unigas Transaction by the fourth quarter of 2026. We cannot assure you that the Proposed Unigas Transaction will be completed on the terms set out in the non-binding letter of intent as described above, or at all.
3 Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share are not measurements prepared in accordance with U.S. GAAP. Adjusted Basic Earnings per Share represents basic earnings per share adjusted to exclude realized and unrealized gain/loss on non-designated derivative instruments and unrealized foreign currency exchange, write off of deferred financing costs, and other income. Adjusted Diluted Earnings per Share represents Adjusted Basic Earnings per Share adjusting the weighted average number of common shares used for calculating Adjusted Basic Earnings per Share for the effects of all potentially dilutive shares. Management believes that EBITDA, Adjusted Net Income Attributable to Stockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share are useful to investors in evaluating the operating performance of the Company but they do not represent and should not be considered alternatives to consolidated net income, earnings per share, cash generated from operations, or any other GAAP measure.
Other Highlights and Developments.
Fleet Operational Update
The average daily time charter equivalent ("TCE") rate across the fleet was $29,684 for the three months ended March 31, 2026, compared to $30,476 for the three months ended March 31, 2025, and $30,647 for the three months ended December 31, 2025.
Utilization across the fleet was a normalized 90.6% for the three months ended March 31, 2026, compared to 92.4% for the three months ended March 31, 2025, and 90.0% for the three months ended December 31, 2025.
We continue to monitor the ongoing geopolitical situation in the Middle East. During the three months ended March 31, 2026, none of our vessels operated in, or transited through, the region, and we have not experienced any significant operational impact.
Given the timing of developments in the Middle East and our diversified fleet and cargo portfolio, any indirect effects, including potential impacts on global shipping markets arising from the disruption and closure of the Strait of Hormuz, have not materially impacted our financial results for the three months ended March 31, 2026. Then as continuing constraints on shipping routes and disruptions in supply chains have led to changes in vessel supply and demand dynamics, and with elevated oil prices and supply constraints incentivizing alternative feedstocks, we have to date seen a beneficial impact on our segment of the shipping market in the second quarter of 2026.
As of March 31, 2026 we had 32 vessels engaged under time charters, 15 vessels on spot voyage charters and contracts of affreightment ("COAs"), and eight vessels operating in the independently managed Unigas Pool. As of March 31, 2026, for the 12-month period commencing April 1, 2026, approximately 36% 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, about 70% of our fully and semi-refrigerated vessels are on time charters, and about 75% of our ethylene-capable handysize vessels are expected to be employed in the spot voyage market.
The handysize 12‑month forward‑looking market assessment for semi‑refrigerated vessels increased by $9,000 per calendar month ("pcm") from the end of the fourth quarter of 2025 to $965,000 pcm at the end of the first quarter of 2026.
The handysize 12‑month forward‑looking market assessment for fully refrigerated vessels increased by $10,000 pcm from the end of the fourth quarter of 2025 to $785,000 pcm at the end of the first quarter of 2026.
The handysize 12-month forward-looking market assessment for ethylene-capable vessels remained unchanged from the end of the fourth quarter of 2025 to the end of the first quarter of 2026, at $1,025,000 pcm.
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.
Our share of the results of our equity investment in the Ethylene Export Terminal was a gain of $2.6 million for the three months ended March 31, 2026, compared to a loss of $0.9 million for the three months ended March 31, 2025, and a gain of $0.9 million for the three months ended December 31, 2025.
The Ethylene Export Terminal throughput for the three months ended March 31, 2026, was 300,537 metric tons ("mts"), compared to 85,553 mts for the three months ended March 31, 2025, and 191,707 mts for the three months ended December 31, 2025, and exceeding the quarterly average throughout 2025 of 204,000 mts. During the first quarter of 2026, 100% of exports were destined for Europe, with no volumes shipped to Asia or the Middle East.
We expect throughput for the second quarter of 2026 to be at or above the first quarter of 2026, supported by strong demand from Europe, and influenced by the geopolitical disruptions that have led to changes in vessel supply and demand dynamics and elevated oil prices and supply constraints, all of which are currently incentivizing exports of U.S. produced ethylene and ethane.
Total ethane exports from the U.S. continued to rise in the first quarter of 2026, with the four export terminals at Morgans Point, Beaumont, Nederland and Marcus Hook having throughput of approximately 3,150,000 mts, with the majority moving to China, compared to the average quarterly throughput in 2025 of 2,633,000 mts. The increase was driven by additional export capacity that came on stream in August 2025 at the Beaumont terminal, operated by Enterprise Products Partners.
Our Ethylene Export Terminal, owned by the Export Terminal Joint Venture, includes an ethylene cryogenic storage tank with a capacity of 30,000 tons, and has the 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. Since January 2026, three 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 2026. Until further offtake contracts are signed, volumes will be sold and made available on a spot contract basis.
2026 Revised Capital Return Policy
The Company's existing Capital Return Policy was further revised by the Board of the Company on May 5, 2026, commencing with, and applying to, the dividend relating to the quarter ending June 30, 2026. Under the 2026 Revised Capital Return Policy and subject to operating needs and other circumstances, the Company intends to continue to pay the Fixed Element and return additional capital in the form of further cash dividends and/or share repurchases, such that the Fixed Element and, if any, the variable element, together equal 35% of net income for the applicable quarter, increased from 30% of net income under the Company's existing Capital Return Policy.
Any acquisition of the Company's common stock under the 2026 Revised Capital Return Policy 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 under the 2026 Revised Capital Return Policy will be determined by Navigator'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 our 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 2026 Revised Capital Return Policy does not oblige Navigator to pay any dividends or repurchase any of its shares and the 2026 Revised Capital Return Policy, including dividends and repurchases of shares of common stock, may be suspended, discontinued or modified by the Company at any time, for any reason.
Existing Capital Return Policy
Under the existing Capital Return Policy, until the 2026 Revised Capital Return Policy takes effect from, and applying to, the quarter ending June 30, 2026 and subject to operating needs and other circumstances, the Company intends to pay the Fixed Element and return additional capital in the form of further cash dividends and/or share repurchases, such that the Fixed Element and, if any, the variable element, together equal at least 30% of net income for the applicable quarter. Any acquisition of the Company's common stock under the Capital Return Policy 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 under the existing Capital Return Policy 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 our 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 existing Capital Return Policy does not oblige the Company to pay any dividends or repurchase any of its shares and the existing Capital Return Policy, including dividends and repurchases of shares of common stock, may be suspended, discontinued, or modified by the Company at any time, for any reason.
Financing
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 March 31, 2026, the facility was partially drawn in the amount of $26.8 million.
The Company expects to finance the cost of its other two ethylene newbuild vessels, Navigator Proxima and Navigator Polaris, and its two ammonia vessels, Navigator Amundsen and Navigator Archer, using debt and cash on hand, and the Company is well-progressed with arranging such third-party debt finance, targeting closing in May and June 2026 respectively.
Vessel Sales
Navigator Pegasus, a 2000-built 22,085 cbm ethylene-capable semi-refrigerated handysize gas carrier, was held for sale as of March 31, 2026, and was subsequently sold to an independent third party on April 17, 2026, for net proceeds of $30.5 million, generating a profit on sale of approximately $15.2 million.
Happy Falcon, a 2002-built 3,770 cbm semi-refrigerated small gas carrier was sold to an independent third party on January 28, 2026, for net proceeds of $4.0 million, generating a profit on sale of approximately $1.8 million.
Navigator Saturn, a 2000-built 22,085 cbm ethylene-capable semi-refrigerated handysize gas carrier, was sold to an independent third party on January 28, 2026, for net proceeds of $15.9 million, generating a profit on sale of approximately $10.3 million.
On January 6, 2026, following the natural cessation of the Company's PT Navigator Khatulistiwa ("PTNK") business in Indonesia in February 2025, Navigator Pluto was transferred to an entity under common control of the Company in order to continue operating within the group's ordinary fleet.
Unigas
On April 14, 2026, the Company signed a non-binding letter of intent with Bernhard Schulte (Singapore) Holdings Pte. Ltd. ("Bernhard Schulte") and Sloman Neptun Schiffahrts-Aktiengesellschaft ("Sloman Neptune") for the sale by the Company to Bernhard Schulte and Sloman Neptun of eight gas carriers (the "Unigas Vessels") as well as the Company's shareholding in Unigas International B.V. ("Unigas B.V."), the entity which commercially manages the Unigas Vessels (the "Unigas Pool"), for an aggregate purchase price of approximately $183 million (the "Proposed Unigas Transaction"). The combined book value and outstanding loan facilities in respect of the Unigas Vessels and the Company's holding in Unigas B.V. in the Company's accounts at March 31, 2026, were approximately $117 million and $54 million respectively. Closing of the Proposed Unigas Transaction is subject to the execution of definitive vessel and share sale documentation, approval by the boards of directors of Navigator Gas, Bernhard Schulte and Sloman Neptun, any regulatory approvals, and other customary closing conditions. The parties anticipate closing the Proposed Unigas Transaction by the fourth quarter of 2026. We cannot assure you that the Proposed Unigas Transaction will be completed on the terms set out in the non-binding letter of intent as described above, or at all.
The following table presents the Unigas Vessels to be sold:
Unigas Vessels
Capacity (m3)
Year Built
Happy Pelican
6,800
2012
Happy Penguin
6,800
2013
Happy Condor
9,000
2008
Happy Osprey
12,000
2013
Happy Kestrel
12,000
2013
Happy Peregrine
12,000
2014
Happy Albatross
12,000
2015
Happy Avocet
12,000
2017
Should the Proposed Unigas Transaction complete, Navigator Gas will fully exit the Unigas Pool and proceeds are expected to be used for general corporate purposes. The Proposed 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 Proposed 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 Indonesia and we continue 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 this, we continue to believe that the events surrounding Mr. Adrianto will not have a material impact on the Company or our operations.
Unaudited Results of Operations for the Three Months Ended March 31, 2026, compared to the Three Months Ended March 31, 2025
Three months endedMarch 31, 2025
Three months endedMarch 31, 2026
Percentagechange
(in thousands, except percentage change)
Operating revenues
$
139,903
$
129,837
(7.2)%
Operating revenues, Unigas Pool
11,504
10,782
(6.3)%
Total operating revenues
151,407
140,619
(7.1)%
Brokerage commission
1,915
1,814
(5.3)%
Voyage expenses
20,661
19,398
(6.1)%
Vessel operating expenses
47,014
45,814
(2.6)%
Depreciation and amortization
34,186
31,933
(6.6)%
General and administrative costs
8,124
10,251
26.2
%
Profit from sale of vessel
—
(12,064
)
—
Total net operating expenses
111,900
97,146
(13.2)%
Operating income
39,507
43,473
10.0
%
Unrealized (loss)/gain on non-designated derivative instruments
(2,262
)
1,593
(170.4)%
Interest expense
(12,692
)
(12,115
)
(4.5)%
Interest income
1,121
1,128
0.6
%
Net Other income
4,801
1,337
(72.2)%
Unrealized foreign exchange loss
(991
)
(591
)
(40.4)%
Income before taxes and share of result of equity method investments
29,484
34,825
18.1
%
Income taxes
143
(1,036
)
(823.4)%
Share of result of equity method investments
(904
)
2,596
(387.3)%
Net income
28,723
36,385
26.7
%
Net income attributable to non-controlling interest
(1,687
)
(923
)
(45.3)%
Net income attributable to stockholders of Navigator Holdings Ltd.
$
27,036
$
35,462
31.2
%
The following table presents selected operating data for the three months ended March 31, 2026, and 2025, which we believe are useful in understanding the basis of movements in our operating revenues.
Three months endedMarch 31, 2025
Three months endedMarch 31, 2026
Fleet Data*:
Weighted average number of vessels
48.0
47.3
Ownership days
4,321
4,257
Available days
4,234
4,105
Earning days
3,913
3,721
Fleet utilization
92.4
%
90.6
%
Average daily Time Charter Equivalent**
$
30,476
$
29,684
* Fleet Data - Our eight owned smaller vessels in the independently managed Unigas Pool at March 31, 2026, compared to the nine owned smaller vessels in the independently managed Unigas Pool at March 31, 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 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 the 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.
Three months endedMarch 31, 2025
Three months endedMarch 31, 2026
Average daily time charter equivalent***:
(in thousands, except earning days and average daily time charter equivalent rate)
Operating revenues
$
139,903
$
129,837
Voyage expenses
20,661
19,398
Operating revenues less voyage expenses
$
119,242
$
110,439
Earning days
3,913
3,721
Average daily time charter equivalent
$
30,476
$
29,684
*** Operating revenues and voyage expenses of our eight owned smaller vessels in the independently managed Unigas Pool at March 31, 2026, compared to the nine owned smaller vessels in the independently managed Unigas Pool at March 31, 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 $129.8 million for the three months ended March 31, 2026, a decrease of $10.1 million or 7.2% compared to $139.9 million for the three months ended March 31, 2025. This decrease was primarily due to:
a decrease of approximately $3.0 million attributable to a decrease in average monthly TCE rates, which decreased to an average of approximately $29,684 per vessel per day ($902,885 per vessel pcm) for the three months ended March 31, 2026, compared to an average of approximately $30,476 per vessel per day ($926,990 per vessel pcm) for the three months ended March 31, 2025;
a decrease of approximately $2.1 million attributable to a decrease in fleet utilization, which decreased to 90.6% for the three months ended March 31, 2026, compared to 92.4% for the three months ended March 31, 2025;
a decrease of approximately $3.6 million or 3.1%, attributable to a net 129-day decrease in vessel available days for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily as a result of the sale of Navigator Saturn during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, and
a decrease of approximately $1.3 million, primarily attributable to a decrease in invoiced pass-through voyage expense for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.
Operating Revenues, Unigas Pool. Operating revenues, Unigas Pool was $10.8 million, a decrease of 6.3% for the three months ended March 31, 2026, compared to $11.5 million for the three months ended March 31, 2025. This 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 $1.8 million for the three months ended March 31, 2026, compared to $1.9 million for the three months ended March 31, 2025.
Voyage Expenses. Voyage expenses decreased by $1.3 million or 6.1% to $19.4 million for the three months ended March 31, 2026, from $20.7 million for the three months ended March 31, 2025. These voyage expenses are effectively pass-through costs and correspond to a decrease in operating revenues of the same amount.
Vessel Operating Expenses. Vessel operating expenses decreased by $1.2 million or 2.6% to $45.8 million for the three months ended March 31, 2026, from $47.0 million for the three months ended March 31, 2025. Average daily vessel operating expenses decreased by $10 per vessel per day, or 0.11%, to $9,154 per vessel per day for the three months ended March 31, 2026, compared to $9,164 per vessel per day for the three months ended March 31, 2025, mainly driven by lower crewing costs due to vessel disposals and the timing of project related expenses incurred during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Depreciation and Amortization. Depreciation and amortization decreased by $2.3 million to $31.9 million for the three months ended March 31, 2026, compared to $34.2 million for the three months ended March 31, 2025. The decrease is as a result of the sale of Navigator Gemini, Navigator Saturn, and Happy Falcon, offset by the Purchased Vessels during the first quarter of 2025, and additionally Navigator Pluto is fully depreciated for the three months ended March 31, 2026, compared to a depreciation charge of $1.3 million for the three months ended March 31, 2025. Depreciation and amortization included amortization of capitalized drydocking costs of $5.5 million for the three months ended March 31, 2026, and $5.7 million for three months ended March 31, 2025.
General and Administrative Costs. General and administrative costs increased by $2.1 million to $10.3 million for the three months ended March 31, 2026, compared to $8.1 million for the three months ended March 31, 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 March 31, 2026, was $12.1 million related to the sales of Navigator Saturn and Happy Falcon in January 2026, compared to no sale of vessels for the three months ended March 31, 2025.
Unrealized Gain/Loss on Non-Designated Derivative Instruments. The unrealized gain of $1.6 million on non-designated derivative instruments for the three months ended March 31, 2026 relates to a non-cash fair value gain 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 increases in forward U.S. Dollar SOFR interest rates. This is compared to an unrealized loss of $2.3 million for the three months ended March 31, 2025.
Interest Expense. Interest expense decreased by $0.6 million, or 4.5%, to $12.1 million for the three months ended March 31, 2026, from $12.7 million for the three months ended March 31, 2025. This is primarily a result of a decrease in the average amount of debt outstanding, offset by lower U.S. dollar SOFR rates and lower average margins paid by the Company for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.
Unrealized Foreign Exchange Loss. The unrealized foreign exchange loss of $0.6 million for the three months ended March 31, 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 March 31, 2026, compared to an unrealized foreign exchange loss of $1.0 million for the three months ended March 31, 2025.
Net other income. The Company recognized $1.3 million for the three months ended March 31, 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 three months ended March 31, 2025 in other income from a third party relating to a claim and damages caused to Navigator Aries in 2016.
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 $1.0 million for the three months ended March 31, 2026, compared to a credit of $0.1 million for the three months ended March 31, 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 $2.6 million for the three months ended March 31, 2026, compared to a loss of $0.9 million for the three months ended March 31, 2025. Volumes exported through the Ethylene Export Terminal were 300,537 tons for the three months ended March 31, 2026, compared to 85,553 tons for the three months ended March 31, 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 $0.7 million is presented as part of the non-controlling interest in our financial results for the three months ended March 31, 2026, compared to net income attributable of $1.6 million for the three months ended March 31, 2025.
Reconciliation of Non-GAAP Financial Measures
The following table shows a reconciliation of net income to EBITDA and adjusted EBITDA for the three months ended March 31, 2026, and 2025:
Three months endedMarch 31, 2025
Three months endedMarch 31, 2026
(in thousands)
Net income
$
28,723
$
36,385
Net interest expense
11,571
10,987
Income taxes
(143
)
1,036
Depreciation and amortization
34,186
31,933
EBITDA4
74,337
80,341
Unrealized loss/(gain) on non-designated derivative instruments
2,262
(1,593
)
Unrealized foreign exchange loss
991
591
Net other income
(4,801
)
(1,337
)
Profit from sale of vessels
—
(12,064
)
Adjusted EBITDA4
$
72,789
$
65,938
4 EBITDA and Adjusted EBITDA are not measurements prepared in accordance with U.S. GAAP. EBITDA represents net income before net interest expense, income taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA before profit/loss on sale of vessel, realized and unrealized gain/loss on non-designated derivative instruments and unrealized foreign currency exchange, write off of deferred financing costs, and other income. Management believes that EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to Stockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share are useful to investors in evaluating the operating performance of the Company but they do not represent and should not be considered alternatives to consolidated net income, earnings per share, cash generated from operations, or any other GAAP measure.
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 months ended March 31, 2026 and 2025:
Three months endedMarch 31, 2025
Three months endedMarch 31, 2026
(in thousands except earnings per share and number of shares)
Net income attributable to stockholders of Navigator Holdings Ltd.
$
27,036
$
35,462
Unrealized loss /(gain) on non-designated derivative instruments
2,262
(1,593
)
Unrealized foreign exchange loss
991
591
Net other income
(4,801
)
(1,337
)
Adjusted net income attributable to stockholders of Navigator Holdings Ltd.5
$
25,488
$
33,123
Earnings per share attributable to stockholders of Navigator Holdings Ltd.
Basic
$
0.39
$
0.55
Diluted
$
0.39
$
0.54
Adjusted Basic6
$
0.37
$
0.51
Adjusted Diluted6
$
0.36
$
0.50
Basic weighted average number of shares
69,380,259
64,936,248
Diluted weighted average number of shares
70,093,465
65,630,318
During the three months ended March 31, 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 the Company's ongoing process of fleet renewal as business in the ordinary course. Prior‑period adjusted net income attributable to stockholders of Navigator Holdings Ltd. has been recast to conform to the current‑period presentation.
5 Adjusted net income attributable to stockholders of Navigator Holdings Ltd. is not a measurement prepared in accordance with U.S. GAAP.Adjusted net income attributable to stockholders of Navigator Holdings Ltd. represents net income attributable to stockholders of Navigator Holdings Ltd. adjusted to exclude realized and unrealized gain/loss on non-designated derivative instruments and unrealized foreign currency exchange, write off of deferred financing costs, and other income. Management believes that EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to Stockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share are useful to investors in evaluating the operating performance of the Company but they do not represent and should not be considered alternatives to consolidated net income, earnings per share, cash generated from operations, or any other GAAP measure.
6 Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share are not measurements prepared in accordance with U.S. GAAP.Adjusted Basic Earnings per Share represents basic earnings per share adjusted to exclude realized and unrealized gain/loss on non-designated derivative instruments and unrealized foreign currency exchange, write off of deferred financing costs, and other income. Adjusted Diluted Earnings per Share represents Adjusted Basic Earnings per Share adjusting the weighted average number of common shares used for calculating Adjusted Basic Earnings per Share for the effects of all potentially dilutive shares. Management believes that EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to Stockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share are useful to investors in evaluating the operating performance of the Company but they do not represent and should not be considered alternatives to consolidated net income, earnings per share, cash generated from operations, or any other GAAP measure.
Liquidity and Capital Resources
Liquidity and Cash Needs. Our primary sources of funds are cash and cash equivalents, 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, 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 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.
The Company repaid $28.5 million of the revolving credit portion of its $111.8 million December 2022 Term Loan and Revolving Credit Facility in June 2025 and $62.9 million of the revolving credit portion of its $147.6 million August 2024 Term Loan and Revolving Credit Facility in August 2025, totaling $91.4 million.
As of March 31, 2026, the Company had unrestricted cash and cash equivalents of $150.0 million, restricted cash of $49.6 million, and available but undrawn credit facilities of $91.4 million, providing the Company with total liquidity of $291.0 million.
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 when conditions stabilize, subject to the availability of cash and cash equivalents and other capital allocation considerations.
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 debt (representing $38.3 million as of March 31, 2026), whichever is greater.
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 March 31, 2026, the facility was partially drawn in the amount of $26.8 million.
The Company expects to finance the cost of its other two ethylene newbuild vessels, Navigator Proxima and Navigator Polaris, and its two ammonia vessels, Navigator Amundsen and Navigator Archer, using debt and cash on hand, and the Company is well-progressed with arranging such third-party debt finance, targeting closing in May and June 2026 respectively.
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.
Future Obligations. As of March 31, 2026, the Company had $1,388.4 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, $297.8 million falls due within the twelve months ending March 31, 2027, and the balance of $1,090.6 million falls due after March 31, 2027.
Capital Expenditures
On August 23, 2024, the Company entered into contracts to build the two 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 March 2027, July 2027, November 2027 and January 2028 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 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, which will also be capable of carrying liquefied petroleum gas. 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 June and October 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 three months ended March 31, 2026 and 2025:
Three months endedMarch 31, 2025
Three months endedMarch 31, 2026
(in thousands)
Net cash provided by operating activities
$
63,305
$
41,816
Net cash (used in)/provided by investing activities
(107,557
)
23,910
Net cash provided by/(used in) financing activities
44,464
(70,400
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(991
)
(591
)
Net decrease in cash, cash equivalents and restricted cash
$
(779
)
$
(5,265
)
Net Cash Provided by Operating Activities. Net cash provided by operating activities for the three months ended March 31, 2026, decreased to $41.8 million, from $63.3 million for the three months ended March 31, 2025, a decrease of $21.5 million. Net income increased by $7.0 million to $36.4 million for the three months ended March 31, 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 a net decrease in working capital of $10.5 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 an increase in net income of $3.8 million for the three months ended March 31, 2025 and an increase in working capital of $7.9 million during the three months ended March 31, 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 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 three months ended March 31, 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 $23.9 million for the three months ended March 31, 2026, primarily related to $20.0 million of proceeds from the sale of Navigator Saturn and Happy Falcon, and distributions from our investment in the Ethylene Export Terminal of $4.8 million.
Net cash used in investing activities was $107.6 million for the three months ended March 31, 2025, primarily related to contributions to our investment in 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.
Cash Provided by/Used in Financing Activities. Net cash used in financing activities was $70.4 million for the three months ended March 31, 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 $62.2 million, $29.3 million of scheduled quarterly debt and revolving credit facility repayments, and quarterly dividend payments of $4.3 million. These outflows were partially offset by a $26.8 million drawdown from our March 2026 Senior Secured Term Loan.
Net cash provided by financing activities was $44.5 million for the three months ended March 31, 2025, primarily as a result of the drawdown of the February 2025 Secured Term Loan of $74.6 million, offset by scheduled debt facility repayments totaling $26.3 million, and $1.9 million of share repurchases under our Return of Capital policy.
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 March 31, 2026:
Facility agreement
Original facility amount
Principal amount outstanding
Undrawn RCF component
Interest rate
Facilitymaturity date
(in millions)
August 2021 Loan Agreement
67.0
29.1
—
Fixed 378 BPS
June 2026
February 2025 Secured Term Loan
74.6
74.6
—
Term SOFR + 180 BPS
August 2026/ February 20287
October 2013 DB Credit Facility A
57.7
6.0
—
Comp SOFR + 247 BPS
April 2027
December 2022 Secured Term loan and RCF
111.8
39.4
28.5
Term SOFR + 209 BPS
September 2028
July 2015 DB Credit Facility B
60.9
14.0
—
Comp SOFR + 247 BPS
December 2028
July 2015 Santander Credit Facility B
55.8
14.0
—
Comp SOFR + 247 BPS
January 2029
March 2023 Secured Term Loan
200.0
100.2
—
Comp SOFR + 205 BPS
March 2029
December 2022 Secured Term Loan
151.3
117.1
—
Term SOFR + 220 BPS
December 2029
August 2024 Secured Term Loan and RCF
147.6
64.5
62.9
Term SOFR + 190 BPS
August 2030
May 2025 Secured Term Loan and RCF
300.0
280.0
—
Term SOFR + 170 BPS
May 2031
March 2026 Senior Secured Term Loan
133.8
26.8
—
Term SOFR + 150 BPS
January 2033
Total
$
1,360.5
$
765.7
$
91.48
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 March 31, 2026, the facility was partially drawn in the amount of $26.8 million.
Loan Facility Covenants. There are certain financial covenants within each of the Company's secured loan facilities that are typical for transactions of this types. These covenants include:
7 The February 2025 Secured Term Loan facility matures in August, 2026, however the borrower has an option to extend the facility for a further 18 months on payment of a $25 million partial bullet repayment, which if paid would extend the maturity date from August 2026 to February 2028. 8 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 when conditions stabilize, subject to the availability of cash and cash equivalents and other capital allocation considerations.
maintenance at all times of a minimum balance of cash and cash equivalents of up to the greater of $50 million and 5% of the 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 no 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 March 31, 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 326 basis points. At March 31, 2026, $508.4 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 $397.0 million (excluding deferred finance costs) was not hedged and is therefore subject to variable interest rates. Based on this, a hypothetical increase in ...
