Navigator Holdings Ltd 2025年年度报告和过渡报告

FORM20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from toOR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company reportCommission file number:001-36202 Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Emerging growth company☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. NAVIGATOR HOLDINGS LTD.INDEX TO REPORT ON FORM 20-F PART IItem 1.Identity of Directors, Senior Management and AdvisersItem 2.Offer Statistics and Expected TimetableItem 3.Key InformationA.Selected Financial DataB.Capitalization and IndebtednessC.Reasons for the Offer and Use of ProceedsD.Risk FactorsItem 4.Information on the CompanyA.History and Development of the CompanyB.Business OverviewC.Organizational StructureD.Property, Plant and EquipmentItem 4A.Unresolved Staff CommentsItem 5.Operating and Financial Review and ProspectsA.Operating ResultsB.Liquidity and Capital ResourcesC.Research and Development Patents and Licenses etc.D.Trend InformationE.Critical Accounting EstimatesItem 6.Directors, Senior Management and EmployeesA.Directors and Senior ManagementB.CompensationC.Board PracticesD.EmployeesE.Share OwnershipF.Disclosure of a Registrant’s Action to Recover Erroneously Awarded CompensationItem 7.Major Shareholders and Related Party TransactionsA.Major ShareholdersB.Related Party TransactionsC.Interests of Experts and CounselItem 8.Financial InformationA.Consolidated Statements and Other Financial InformationB.Significant ChangesItem 9.The Offer and ListingA.Offer and Listing DetailsB.Plan of distributionC.MarketsD.Selling ShareholdersE.DilutionF.Expense of the IssueItem 10.Additional InformationA.Share CapitalB.Memorandum and Articles of AssociationC.Material ContractsD.Exchange ControlsE.TaxationF.Dividends and Paying Agents G.Statements by Experts89H.Documents on Display89I.Subsidiary Information90J.Annual Report to Security Holders90Item 11.Quantitative and Qualitative Disclosures About Market Risk90Item 12.Description of Securities Other than Equity Securities90PART II91Item 13.Defaults, Dividend Arrearages and Delinquencies91Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds91Item 15.Controls and Procedures91Item 16A.Audit Committee Financial Expert91Item 16B.Code of Ethics92Item 16C.Principal Accountant Fees and Services92Item 16D.Exemptions from the Listing Standards for Audit Committees92Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers93Item 16F.Change in Registrant’s Certifying Accountant94Item 16G.Corporate Governance94Item 16H.Mine Safety Disclosure94Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections94Item 16J.Insider Trading Policies94Item 16K.Cybersecurity95PART III95Item 17.Financial Statements95Item 18.Financial Statements96Item 19.Exhibits96 Presentation of Information in this Annual Report This annual report on Form 20-F for the year ended December31, 2024, or this “annual report,” should be read in conjunction with our consolidatedfinancial statements and notes thereto included in this annual report. Unless the context otherwise requires, all references in this annual report to “NavigatorGas,” "Navigator Holdings," “our,” “we,” “us” and the “Company” refer to Navigator Holdings Ltd., a Marshall Islands corporation. All references in thisannual report to our wholly-owned subsidiary “Navigator Gas L.L.C.” refer to Navigator Gas L.L.C., a Marshall Islands limited liability company. As usedin this annual report, unless the context indicates or otherwise requires, references to “our fleet” or “our vessels” include the 56 vessels we owned andoperated as of December31, 2024. Subsequent to December 31, 2024, the Company took delivery of an additional three vessels. Cautionary Statement Regarding Forward Looking Statements This annual report contains certain forward-looking statements concerning plans and objectives of management for future operations or economicperformance, or assumptions related thereto, including our financial forecast. In addition, we and our representatives may from time to time make otheroral or written statements that ar