S-8

As filed with the Securities and Exchange Commission on April 10, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

the Securities Act of 1933

NAVIGATOR HOLDINGS LTD.

(Exact Name of Registrant as Specified in its Charter)

Republic of the Marshall Islands	c/o NGT Services (UK) Ltd, 10 Bressenden Place, London SW1E 5DH, United Kingdom, +44 20 7340 4850	Not applicable
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
(Address of Principal Executive Offices, Including Zip Code)

Navigator Holdings Ltd.2023 Long-Term Incentive Plan

(Full Title of the Plan)

CT Corporation System 28 Liberty Street New York, New York 10005 (212) 894-8940 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copy to: Adorys Velazquez, Esq. Baker Botts L.L.P. 30 Rockefeller Plaza New York, New York 10112 (212) 408-2500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Navigator Holdings Ltd. (the “Registrant”) will send or give to all participants in the Plan document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Form S-8 Registration Statement (the “Registration Statement”) pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428(a)(2) of the Securities Act. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents, previously filed with the Commission by the Registrant pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

1.The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2023 filed on March 27, 2024(“our 2023 Annual Report”); and

2.The description of the Registrant’s common stock included in Exhibit 2.2 to the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2023, filed on March 27, 2024, including any subsequent amendments or reports filed for the purpose of updating such description.

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Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. In addition, the Registrant will incorporate by reference certain future materials furnished to the Commission on Form 6-K, but only to the extent specifically indicated in those submissions or in a future post-effective amendment hereto. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.Description of Securities.

Not applicable.

Item 5.Interests of Named Experts and Counsel.

Not applicable.

Item 6.Indemnification of Directors and Officers.

The articles of incorporation of the Registrant provide that every director and officer of the Registrant shall be indemnified out of the funds of the Registrant as follows:

The Registrant shall indemnify, to the fullest extent now or hereafter permitted or required by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant), by reason of the fact that the person is or was or has agreed to become a director or officer of the Registrant, or by reason of any action alleged to have been taken or omitted in such capacity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

The Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by or in the right of the Registrant to procure judgment in its favor by reason of the fact that the person is or was or has agreed to become a director or officer of the Registrant, or by reason of any action alleged to have been taken or omitted in such capacity, against expenses (including attorneys’ fees) actually and reasonably incurred by such person or in connection with the defense or settlement of such action, suit or proceeding, if he or she was acting in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Registrant unless and only to the extent that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper.

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Section 60 of the Business Corporations Act of the Associations Law of the Republic of the Marshall Islands provides as follows with respect to the indemnification of directors and officers:

Actions not by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Actions by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

When director or officer successful. To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.

Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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Insurance. A corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

The Registrant intends to maintain liability insurance policies that indemnify its directors and officers against various liabilities, including certain liabilities arising under the Securities Act and the Securities Exchange Act of 1934, as amended, which may be incurred by them in their capacity as such.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that, in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7.Exemption from Registration Claimed.

Not applicable.

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Item 8.Exhibits.

Exhibit No.	Description
4.1	Amended and Restated Articles of Incorporation of Navigator Holdings Ltd. (incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form F-1 (File No. 333-191784), filed on November 6, 2013).
4.2	Second Amended and Restated Bylaws of Navigator Holdings Ltd. (incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form F-1 (File No. 333-191784), filed on November 4, 2013).
4.3	Navigator Holdings Ltd. 2023 Long-Term Incentive Plan, effective as of May 24, 2023.
4.4	Form of Stock Option Agreement
4.5	Form of Restricted Stock Agreement for Employees
4.6	Form of Restricted Stock Agreement for Directors
4.7	Amended and Restated Investor Rights Agreement, dated August 4, 2021 among Navigator Holdings Ltd. and BW Group Limited (incorporated by reference to Exhibit 4.2 to the registrant’s Report on Form 6-K (File No. 001-36202), filed on August 4, 2021).
4.8	Investor Rights Agreement, dated August 4, 2021, among Navigator Holdings Ltd., Ultranav International S.A. and Ultranav Denmark ApS. (incorporated by reference to Exhibit 4.3 to the registrant’s Report on Form 6-K (File No. 001-36202), filed on August 4, 2021).
4.9	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.5 to the registrant’s Registration Statement on Form F-1 (File No. 333-191784), filed on November 15, 2013).
5.1	Opinion of Watson Farley & Williams LLP as to the legality of the securities being registered.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Deloitte & Touche LLP.
23.4	Consent of Watson Farley & Williams LLP (included in Exhibit 5.1).
24.1	Power of Attorney (begins on page II-7).
107.1	Filing Fee Table.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on April 10, 2024.

NAVIGATOR HOLDINGS LTD.
By:	/s/ Mads Peter Zacho
Name:	Mads Peter Zacho
Title:	Chief Executive Officer (Principal Executive Officer)

II-6

POWER OF ATTORNEY

Each person whose signature appears below appoints John Reay and Ksenia Morris as their true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement (including any amendments thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Mads Peter Zacho Mads Peter Zacho	Chief Executive Officer (Principal Executive Officer)	April 10, 2024
/s/ Gary Chapman Gary Chapman	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 10, 2024
/s/ Dag von Appen Dag von Appen	Director and Non-executive Chairman of the Board	April 10, 2024
/s/ Yngvil Asheim Yngvil Asheim	Director	April 10, 2024
/s/ Heiko Fischer Dr. Heiko Fischer	Director	April 10, 2024
/s/ Janette Marx Janette Marx	Director	April 10, 2024
/s/ Anita Odedra Dr. Anita Odedra	Director	April 10, 2024
/s/ Peter Stokes Peter Stokes	Director	April 10, 2024
/s/ Florian Weidinger Florian Weidinger	Director	April 10, 2024

II-7

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative of Navigator Holdings Ltd. in the United States, has signed this registration statement in the City of Newark, State of Delaware, on the 10 day of April, 2024.

PUGLISI & ASSOCIATES
By:	/s/ Donald J. Puglisi
Name:	Donald J. Puglisi
Title:	Managing Director

II-8

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Navigator Holdings Ltd.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Common Share (2)	Maximum Aggregate Offering Price (2)	Fee Rate	Amount of Registration Fee (2)
Equity	Common Stock, par value $0.01 per share	Other	3,000,000	$ 15.53	$15.53	0.00014760	$6,876.68
Total Offering Amounts					$46,590,000		$6,876.68
Total Fee Offsets							N/A
Net Fee Due							$6,876.68

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional shares of common stock of Navigator Holdings Ltd. (the “Common Shares”) as may become issuable pursuant to the adjustment provisions of the Navigator Holdings Ltd. 2023 Long Term Incentive Plan.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based on the average of the high and low prices of our Common Shares as reported on the New York Stock Exchange on April 5, 2024.

EX-4.3

Exhibit 4.3

NAVIGATOR HOLDINGS LTD.

2023 LONG-TERM INCENTIVE PLAN

Exhibit 4.3

TABLE OF CONTENTS

Page

Page

1. Purpose ..................................................................................................................................1

2. Definitions .............................................................................................................................1

3. Administration .......................................................................................................................5

(a) Authority of the Committee ................................................................................................ 5

(b) Limitation of Liability .....................................................................................................… 5

4. Stock Subject to Plan ............................................................................................................ 5

(a) Overall Number of Shares Available for Delivery ............................................................. 5

(b) Application of Limitation to Grants of Awards .................................................................. 5

(c) Availability of Shares Not Issued under Awards ................................................................ 6

(d) Stock Offered ...................................................................................................................... 6

(e) Director Limits .................................................................................................................... 6

5. Eligibility .............................................................................................................................. 6

6. Specific Terms of Awards .................................................................................................... 6

(a) General ................................................................................................................................ 6

(b) Options ................................................................................................................................ 6

(c) Restricted Stock .................................................................................................................. 7

(d) Restricted Stock Units ........................................................................................................ 7

(e) Bonus Stock and Awards in Lieu of Obligations ................................................................ 8

(f) Dividend Equivalents .......................................................................................................... 8

7. Certain Provisions Applicable to Awards .............................................................................8

(a) Termination of Employment ............................................................................................... 8

(b) Stand-Alone, Additional, Tandem, and Substitute Awards ................................................ 8

(c) Term of Awards .................................................................................................................. 9

(d) Form and Timing of Payment under Awards; Deferrals ..................................................... 9

(e) Non-Competition Agreement.............................................................................................. 9

8. Performance Awards ..............................................................................................................9

9. Subdivision or Consolidation; Recapitalization; Change in Control; Reorganization............9

(a) Existence of Plans and Awards ........................................................................................... 9

(b) Subdivision or Consolidation of Shares .............................................................................. 9

(c) Corporate Recapitalization................................................................................................ 10

(d) Change in Control ............................................................................................................. 10

(e) Change in Control Price .................................................................................................... 11

(f) Impact of Corporate Events on Awards Generally ........................................................... 11

10. General Provisions ................................................................................................................11

(a) Transferability ................................................................................................................… 11

(b) Taxes .............................................................................................................................… . 12

(c) Changes to this Plan and Awards...................................................................................… 13

(d) Limitation on Rights Conferred under Plan ...................................................................... 13

(e) Unfunded Status of Awards .............................................................................................. 14

(f) Nonexclusivity of this Plan ............................................................................................... 14

(g) Fractional Shares ............................................................................................................… 14

(h) Severability ....................................................................................................................... 14

(i) Governing Law ................................................................................................................. 14

(j) Conditions to Delivery of Stock ....................................................................................... 14

(k) Section 409A of the Code ................................................................................................. 15

(l) Data Protection ..............................................................................................................… 15

(m) Plan Effective Date and Term ........................................................................................… 15

Exhibit 4.3

NAVIGATOR HOLDINGS LTD.

2023 Long-Term Incentive Plan

1.Purpose. The purpose of the Navigator Holdings Ltd. 2023 Long-Term Incentive Plan (the “Plan”) is to provide a means through which Navigator Holdings Ltd., a Marshall Islands corporation (the “Company”), and its Subsidiaries may attract and retain able persons as employees, directors and consultants of the Company, and its Subsidiaries, and to provide a means whereby those persons upon whom the responsibilities of the successful administration and management of the Company, and its Subsidiaries, rest, and whose present and potential contributions to the welfare of the Company, and its Subsidiaries, are of importance, can acquire and maintain stock ownership, or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the welfare of the Company, and its Subsidiaries, and their desire to remain employed. A further purpose of this Plan is to provide such employees, directors and consultants with additional incentive and reward opportunities designed to enhance the profitable growth of the Company. Accordingly, this Plan primarily provides for the granting of Options, Restricted Stock Awards, Restricted Stock Units, Dividend Equivalents, Bonus Stock, Performance Awards, or any combination of the foregoing, as is best suited to the circumstances of the particular individual as provided herein.

2.Definitions. For purposes of this Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof:

(a)“Award” means any Option, Restricted Stock Award, Restricted Stock Unit, Bonus Stock, Dividend Equivalent, or Performance Award, together with any other right or interest granted to a Participant under this Plan.

(b)“Board” means the Company’s Board of Directors.

(c)“Bonus Stock” means Stock granted as a bonus pursuant to Section 6(e).

(d)“Cause” shall have the meaning assigned such term or an analogous term in the employment, severance or similar agreement, if any, between the Participant and the Company or any of its Subsidiaries, and if the Participant is not a party to an employment, severance or similar agreement with the Company or any of its Subsidiaries in which such term is defined, then unless otherwise defined in the applicable Award Agreement, “Cause” means the Participant’s: (A) gross misconduct; (B) conviction of a criminal offence (excluding road traffic offences not involving a custodial sentence); (C) any act of fraud, theft or embezzlement, whether or not involving or affecting the Company or any of its Subsidiaries; (D) willful and continuous and/or repeated failure to perform the Participant’s duties pursuant to the Participant’s contract or as assigned by the Company or the Board, if applicable; (E) having a bankruptcy order made against them or similar; (F) being disqualified as a director; or (G) willfully engaging in conduct which in the reasonable opinion of the Company or the Board is injurious to it and/or a material breach of the policies, procedures or rules of the Company.

(e)“Change in Control” means, except as otherwise provided in an Award Agreement, the occurrence of any of the following events:

(i)A “change in the ownership of the Company” which shall occur on the date that any one person, or more than one person acting as a group, acquires ownership of stock in the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; however, if any one person or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or

1

Exhibit 4.3

persons will not be considered a “change in the ownership of the Company” (or to cause a “change in the effective control of the Company” within the meaning of Section 2(e)(ii) below) and an increase of the effective percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this paragraph; provided, further, however, that for purposes of this Section 2(e)(i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (B) any acquisition by investors (immediately prior to such acquisition) in the Company for financing purposes, as determined by the Committee in its sole discretion. This Section 2(e)(i) applies only when there is a transfer of the stock of the Company (or issuance of stock) and stock in the Company remains outstanding after the transaction.

(ii)A “change in the effective control of the Company” which shall occur on the date that either (A) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35% or more of the total voting power of the stock of the Company, except for (1) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (2) any acquisition by investors (immediately prior to such acquisition) in the Company for financing purposes, as determined by the Committee in its sole discretion; or (B) a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of a “change in the effective control of the Company,” if any one person, or more than one person acting as a group, is considered to effectively control the Company within the meaning of this Section 2(e)(ii), the acquisition of additional control of the Company by the same person or persons is not considered a “change in the effective control of the Company,” or to cause a “change in the ownership of the Company” within the meaning of Section 2(e)(i) above.

(iii)A “change in the ownership of a substantial portion of the Company’s assets” which shall occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Any transfer of assets to an entity that is controlled by the shareholders of the Company immediately after the transfer, as provided in guidance issued pursuant to the Nonqualified Deferred Compensation Rules, shall not constitute a Change in Control.

For purposes of this Section 2(e), the provisions of section 318(a) of the Code regarding the constructive ownership of stock will apply to determine stock ownership; provided, that, stock underlying unvested options (including options exercisable for stock that is not substantially vested) will not be treated as owned by the individual who holds the option. In addition, for purposes of this Section 2(e) and except as otherwise provided in an Award agreement, “Company” includes (x) the Company, (y) the entity for whom a Participant performs the services for which an Award is granted, and (z) an entity that is a stockholder owning more than 50% of the total fair market value and total voting power (a “Majority Shareholder”) of the Company or the entity identified in (y) above, or any entity in a chain of entities in which each entity is a Majority Shareholder of another entity in the chain, ending in the Company or the entity identified in (y) above.

2

Exhibit 4.3

(f)“Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto.

(g)“Committee” means a committee of two or more directors designated by the Board to administer this Plan.

(h)“Disability” shall have the meaning assigned such term or an analogous term in the employment, severance or similar agreement, if any, between the Participant and the Company or any of its Subsidiaries, and if the Participant is not a party to an employment, severance or similar agreement with the Company or any of its Subsidiaries in which such term is defined, then unless otherwise defined in the applicable Award Agreement, “Disability” means a Participant’s inability to perform the Participant’s duties by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than three months as determined by the Company and certified in writing by a competent medical physician selected by the Company.

(i)“Dividend Equivalent” means a right, granted to an Eligible Person under Section 6(f), to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.

(j)“Effective Date” means May 24, 2023.

(k)“Eligible Person” means all officers and employees of the Company or of any its Subsidiaries, and otheor fpersons who provide services to the Company or any of its Subsidiaries, including directors of the Company. An employee on leave of absence may be considered as still in the employ of the Company or any of its Subsidiaries for purposes of eligibility for participation in this Plan. Notwithstanding the foregoing, an individual that resides in the United Kingdom and/or is a citizen of one of the countries that comprise the United Kingdom shall only qualify as an “Eligible Person” to the extent that such individual is a bona fide employee of the Company or of any of its subsidiaries.

(l)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.

(m)“Fair Market Value” means, as of any specified date, (i) if the Stock is listed on a national securities exchange, (a) for purposes of setting the initial exercise price of Options, the volume- weighted average sales price of the Stock over the trading days that occur within the thirty (30) calendar- day period ending on and including the day that is immediately prior to the specified date and (b) for all other purposes, the closing sales price of the Stock, as reported on the stock exchange composite tape on that date (or if no sales occur on that date, on the last preceding date on which such sales of the Stock are so reported); (ii) if the Stock is not traded on a national securities exchange but is traded over the counter at the time a determination of its fair market value is required to be made under the Plan, the average between the reported high and low bid and asked prices of Stock on the most recent date on which Stock was publicly traded; or (iii) in the event Stock is not publicly traded at the time a determination of its value is required to be made under the Plan or if the Fair Market Value is not determinable by any of the foregoing means, the amount determined by the Committee in its discretion in such manner as it deems appropriate, taking into account all factors the Committee deems appropriate including, without limitation, the Nonqualified Deferred Compensation Rules.

(n)“Nonqualified Deferred Compensation Rules” means the limitations or requirements of section 409A of the Code and the guidance and regulations promulgated thereunder.

3

Exhibit 4.3

(o)“Option” means a right, granted to an Eligible Person under Section 6(b) hereof, to purchase Stock or other Awards at a specified price during specified time periods.

(p)“Participant” means a person who has been granted an Award under this Plan which remains outstanding, including a person who is no longer an Eligible Person.

(q)“Performance Award” means a right, granted to an Eligible Person under Section 8 hereof, to receive Awards based upon performance criteria specified by the Committee.

(r)“Person” means any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a limited liability company, a trust or other entity; a Person, together with that Person’s Affiliates and Associates (as those terms are defined in Rule 12b-2 under the Exchange Act, provided that “registrant” as used in Rule 12b-2 shall mean the Company), and any Persons acting as a partnership, limited partnership, joint venture, association, syndicate or other group (whether or not formally organized), or otherwise acting jointly or in concert or in a coordinated or consciously parallel manner (whether or not pursuant to any express agreement), for the purpose of acquiring, holding, voting or disposing of securities of the Company with such Person, shall be deemed a single “Person.”

(s)“Restricted Stock” means Stock granted to an Eligible Person under Section 6(c) hereof, that is subject to certain restrictions and to a risk of forfeiture.

(t)“Restricted Stock Unit” means a right, granted to an Eligible Person under Section 6(d) hereof, to receive Stock, cash or a combination thereof upon the satisfaction of the terms, conditions and restrictions applicable to such Restricted Stock Unit.

(u)“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder, or any successor law, as it may be amended from time to time.

(v)“Stock” means the Company’s Common Stock, par value $0.01 per share, and such other securities as may be substituted (or resubstituted) for Stock pursuant to Section 9.

(w)“Subsidiary” means with respect to the Company, any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by the Company.

(x)“Tax Liability” means the total of (i) any United Kingdom income tax and primary class 1 (employee) national insurance contributions (or their equivalents in any jurisdiction) for which any employer (or former employer) of the Participant is or may be liable to account (or reasonably believes it is or may be liable to account) as a result of any Award made under the Plan; and (ii) any United Kingdom secondary class 1 (employer) national insurance contributions (or the equivalent in any jurisdiction) that any employer (or former employer) of the Participant is or may be liable to pay (or reasonably believes it is or may be liable to pay) as a result of any Award made under the Plan which can be recovered lawfully from the Participant (“Employer NICs”).

(y)In interpreting any terms defined in this Plan the term shall, where it appears appropriate to do so, be taken to include in each case the equivalent in any other jurisdiction.

4

Exhibit 4.3

1.Administration.

(a)Authority of the Committee. This Plan shall be administered by the Committee except to the extent the Board elects to administer this Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” The Committee shall have the authority, in its sole and absolute discretion, to (i) adopt, amend, and rescind administrative and interpretive rules and regulations relating to the Plan; (ii) determine the Eligible Persons to whom, and the time or times at which, Awards shall be granted; (iii) determine the amount of cash and/or the number of shares of Stock, Restricted Stock Units, Restricted Stock Awards, Dividend Equivalents, Bonus Stock, Performance Awards, or any combination thereof, that shall be the subject of each Award; (iv) determine the terms and provisions of each Award agreement (which need not be identical), including provisions defining or otherwise relating to (A) the term and the period or periods and extent of exercisability of the Options, (B) the extent to which the transferability of shares of Stock issued or transferred pursuant to any Award is restricted, (C) except as otherwise provided herein, the effect of termination of employment, or the service relationship with the Company, of a Participant on the Award, and (D) the effect of approved leaves of absence (consistent with any applicable regulations of the Internal Revenue Service); (v) accelerate the time of vesting or exercisability of any Award that has been granted; (vi) construe the respective Award agreements and the Plan; (vii) make determinations of the Fair Market Value of the Stock pursuant to the Plan; (viii) delegate its duties under the Plan (including, but not limited to, the authority to grant Awards) to such agents as it may appoint from time to time, provided that the Committee may not delegate its duties where such delegation would violate state corporate law; (ix) subject to Section 10(c), terminate, modify or amend the Plan; (x) adopt sub-plans, not inconsistent with the Plan, in jurisdictions where it appears appropriate to do so; and (xi) make all other determinations, perform all other acts, and exercise all other powers and authority necessary or advisable for administering the Plan, including the delegation of those ministerial acts and responsibilities as the Committee deems appropriate. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan, in any Award, or in any Award agreement in the manner and to the extent it deems necessary or desirable to carry the Plan into effect, and the Committee shall be the sole and final judge of that necessity or desirability. The determinations of the Committee on the matters referred to in this Section 3(a) shall be final and conclusive.

(b)Limitation of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company or any of its Subsidiaries, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of this Plan. Members of the Committee and any officer or employee of the Company or any of its Subsidiaries acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to this Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.

2.Stock Subject to Plan.

(a)Overall Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with any adjustment made pursuant to Section 9, the total number of shares of Stock reserved and available for issuance in connection with Awards under this Plan shall not exceed 3,000,000 shares.

(b)Application of Limitation to Grants of Awards. Subject to Section 4(c), no Award may be granted if the number of shares of Stock to be delivered in connection with such Award exceeds the number of shares of Stock remaining available under this Plan minus the number of shares of Stock

5

Exhibit 4.3

issuable in settlement of or relating to then-outstanding Awards. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award.

(c)Availability of Shares Not Issued under Awards. Shares of Stock subject to an Award under this Plan that expire or are canceled, forfeited, exchanged, settled in cash or otherwise terminated will, to the extent of such cancellation, forfeiture, exchange, cash settlement or termination, again be available for Awards under this Plan, except that if any such shares could not again be available for Awards to a particular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. Notwithstanding anything to the contrary contained in this Plan, shares of Stock (i) withheld in payment of any exercise or purchase price of an Award or taxes relating to Awards and (ii) the number of shares surrendered in payment of any exercise or purchase price of an Award or relating to taxes of any Award will not be added back to be available for Awards under this Plan.

(d)Stock Offered. The shares to be delivered under the Plan shall be made available from (i) authorized but unissued shares of Stock, (ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company, including shares purchased on the open market.

(e)Director Limits. Notwithstanding any plan or program of the Company or any Subsidiary to the contrary, the maximum amount of compensation that may be paid to any single non- employee director of the Company in respect of any fiscal year (including Awards under the Plan, determined based on the Fair Market Value of such Award as of the grant date, as well as any retainer fees) shall not exceed $750,000.

3.Eligibility. Awards may be granted under this Plan only to Persons who are Eligible Persons at the time of grant thereof.

4.Specific Terms of Awards.

(a)General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(c)), such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment by the Participant, or termination of the Participant’s service relationship with the Company, and terms permitting a Participant to make elections relating to his or her Award. The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory under this Plan; provided, however, that the Committee shall not have any discretion to accelerate the terms of payment of any Award that provides for a deferral of compensation under the Nonqualified Deferred Compensation Rules if such acceleration would subject a Participant to additional taxes under the Nonqualified Deferred Compensation Rules.

(b)Options. The Committee is authorized to grant Options to Eligible Persons on the following terms and conditions:

(i)Exercise Price. Each Option agreement shall state the exercise price per share of Stock (the “Exercise Price”), which Exercise Price may not be less than the Fair Market Value of a share of Stock on the date the Option is granted.

6

Exhibit 4.3

(ii)Time and Method of Exercise. The Committee shall determine the time or times at which or the circumstances under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the methods by which such Exercise Price may be paid or deemed to be paid, the form of such payment, including without limitation cash, Stock, other Awards or awards granted under other plans of the Company or any Subsidiary, and the methods by or forms in which Stock will be delivered or deemed to be delivered to Participants, including, but not limited to, the delivery of Restricted Stock subject to Section 6(c). In the case of an exercise whereby the Exercise Price is paid with Stock, such Stock shall be valued as of the date of exercise. Except as otherwise provided in an Award Agreement, in the event of termination of employment by the Participant, or termination of the Participant’s service relationship with the Company for any reason other than for Cause, the Participant may exercise his or her Options to the extent vested, but only within the following period of time; provided, however, that in no event may such Option be exercised after the expiration of its maximum term as set forth in Section 7(c) hereof:

(A)90 days following the date of such termination (other than any termination due to the Participant’s death or Disability); or

(B)12 months following the date of such termination if such termination is due to the Participant’s death or Disability.

(c)Restricted Stock. The Committee is authorized to grant Restricted Stock to Eligible Persons on the following terms and conditions:

(i)Grant and Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. During the restricted period applicable to the Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant.

(ii)Certificates for Stock. Restricted Stock granted under this Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.

(iii)Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may require or permit a Participant to elect that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock, applied to the purchase of additional Awards under this Plan or deferred without interest to the date of vesting of the associated Award of Restricted Stock; provided, that, to the extent applicable, any such election shall comply with the Nonqualified Deferred Compensation Rules. Unless otherwise determined by the Committee, Stock distributed in connection with a Stock split or Stock dividend, and other property (other than cash) distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.

(d)Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units, which are rights to receive Stock or cash (or a combination thereof) upon the satisfaction of the

7

Exhibit 4.3

terms, conditions and restrictions applicable to such Restricted Stock Unit, to Eligible Persons, subject to the following:

(i)Award and Restrictions. Settlement of an Award of Restricted Stock Units shall occur upon the satisfaction of the terms, conditions and restrictions applicable to such Restricted Stock Unit specified for such Restricted Stock Unit by the Committee (or, if permitted by the Committee, as elected by the Participant). The restrictions applicable to Restricted Stock Units shall be determined by the Committee and such restrictions may lapse at the times (including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Committee may determine. Restricted Stock Units shall be satisfied by the delivery of cash or Stock in the amount equal to the Fair Market Value of the specified number of shares of Stock covered by the Restricted Stock Units, or a combination thereof, as determined by the Committee at the date of grant or thereafter.

(ii)Dividend Equivalents. Unless otherwise determined by the Committee, Stock distributed in connection with a Stock split or Stock dividend, and other property (other than cash) distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed. Unless otherwise determined by the Committee, Dividend Equivalents on the specified number of shares of Stock covered by an Award of Restricted Stock Units shall be either (A) paid with respect to such Restricted Stock Units on the dividend payment date in cash or in shares of unrestricted Stock having a Fair Market Value equal to the amount of such dividends, or (B) subject to terms, conditions and restrictions to the same extent applicable to the Restricted Stock Units.

(e)Bonus Stock and Awards in Lieu of Obligations. The Committee is authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu of obligations to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements. Stock or Awards granted hereunder shall be subject to such other terms as shall be determined by the Committee. In the case of any grant of Stock to an officer of the Company or any of its Subsidiaries in lieu of salary or other cash compensation, the number of shares granted in place of such compensation shall be reasonable, as determined by the Committee.

(f)Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to a Participant, entitling the Participant to receive cash, Stock, other Awards, or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may specify.

5.Certain Provisions Applicable to Awards.

(a)Termination of Employment. Except as provided herein, the treatment of an Award upon a termination of employment or any other service relationship by and between a Participant and the Company or any Subsidiary shall be specified in the agreement controlling such Award.

(b)Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under this Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, or any of its Subsidiaries, or of any business entity to be acquired by the Company or any of its

8

Exhibit 4.3

Subsidiaries, or any other right of an Eligible Person to receive payment from the Company or any of its Subsidiaries. Such additional, tandem and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, the Committee shall require the surrender of such other Award in consideration for the grant of the new Award.

(c)Term of Awards. Except as specified herein, the term of each Award shall be for such period as may be determined by the Committee; provided, that in no event shall the term of any Option exceed a period of ten years.

(d)Form and Timing of Payment under Awards; Deferrals. Subject to the terms of this Plan and any applicable Award agreement, payments to be made by the Company or any of its Subsidiaries upon the exercise of an Option or other Award or settlement of an Award may be made in such forms as the Committee shall determine, including without limitation cash, Stock, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis; provided, however, that any such deferred payment will be set forth in the agreement evidencing such Award and/or otherwise made in a manner intended to comply with the Nonqualified Deferred Compensation Rules. Except as otherwise provided herein, the settlement of any Award may be accelerated, and cash paid in lieu of Stock in connection with such settlement, in the discretion of the Committee or upon occurrence of one or more specified events (in addition to a Change in Control). This Plan shall not constitute an “employee benefit plan” for purposes of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

(e)Non-Competition Agreement. Each Participant to whom an Award is granted under this Plan may be required to agree in writing as a condition to the granting of such Award not to engage in conduct in competition with the Company or any of its Subsidiaries for a period after the termination of such Participant’s employment with the Company and its Subsidiaries as determined by the Committee.

6.Performance Awards. The right of an Eligible Person to receive a grant, and the right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions.

7.Subdivision or Consolidation; Recapitalization; Change in Control; Reorganization.

(a)Existence of Plans and Awards. The existence of this Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

(b)Subdivision or Consolidation of Shares. The terms of an Award and the number of shares of Stock authorized pursuant to Section 4 for issuance under the Plan shall be subject to adjustment from time to time, in accordance with the following provisions:

9

Exhibit 4.3

(i)If at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock, or otherwise) or in the event the Company distributes an extraordinary cash dividend the number of shares of Stock then outstanding into a greater number of shares of Stock, then, as appropriate (A) the maximum number of shares of Stock available for the Plan or in connection with Awards as provided in Section 4 shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be increased proportionately, and (C) the price (including the exercise price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be reduced proportionately, as determined by the Committee.

(ii)If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, by reverse Stock split, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, (A) the maximum number of shares of Stock for the Plan or available in connection with Awards as provided in Sections 4 and 5 shall be decreased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be decreased proportionately, and (C) the price (including the exercise price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be increased proportionately, as determined by the Committee.

(iii)Adjustments under Sections 9(b)(i) and (ii) shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under the Plan on account of any such adjustments.

(c)Corporate Recapitalization. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”) without the occurrence of a Change in Control, the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted so that such Option shall thereafter cover the number and class of shares of stock and securities to which the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the holder had been the holder of record of the number of shares of Stock then covered by such Option and the share limitations provided in Sections 4 and 5 shall be adjusted in a manner consistent with the recapitalization.

(d)Change in Control. Upon a Change in Control the Committee, acting in its sole discretion without the consent or approval of any holder, may affect one or more of the following alternatives, which may vary among individual holders and which may vary among Awards held by any individual holder: (i) provide that an outstanding Award shall be continued or assumed, by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent, (ii) provide that a substitute award be granted by the surviving company or corporation or its parent of equity, equity-based and/or cash awards with substantially the same terms for outstanding Awards, (iii) provide for the acceleration of the vesting, exercisability, or lapse of restrictions, in whole or in part, with respect to an Award, (iv) upon written notice, accelerate the time at which Options then outstanding may be exercised so that such Options may be exercised for a limited period of time on or before a specified date (before or after such Change in Control) fixed by the Committee, after which specified date all unexercised Options and all rights of holders thereunder shall terminate, (v) require the mandatory surrender to the Company by selected holders of some or all of the outstanding Awards held by such holders (irrespective of whether such Awards are then exercisable under the provisions of this Plan) as of a date, before or after such Change in Control, specified by the Committee, in which event the Committee

10

Exhibit 4.3

shall thereupon cancel such Awards and pay to each holder an amount of cash (or other consideration including securities or other property) per share equal to the amount calculated in Section 9(e) (the “Change in Control Price”), or with respect to Options, the excess, if any, on such date of the Change in Control Price and the shares subject to such Options over the Exercise Price(s) under such Options for such shares (except that to the extent the Exercise Price under any such Option is equal to or exceeds the Change in Control Price, in which case no amount shall be payable with respect to such Option), or (vi) make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control; provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to Awards then outstanding.

(e)Change in Control Price. The “Change in Control Price” shall equal the amount determined in the following clause (i), (ii), (iii), (iv) or (v), whichever is applicable, as follows: (i) the price per share offered to holders of Stock in any merger or consolidation, (ii) the per share Fair Market Value of the Stock immediately before the Change in Control without regard to assets sold in the Change in Control and assuming the Company has received the consideration paid for the assets in the case of a sale of the assets, (iii) the amount distributed per share of Stock in a dissolution transaction, (iv) the price per share offered to holders of Stock in any tender offer or exchange offer whereby a Change in Control takes place, or (v) if such Change in Control occurs other than pursuant to a transaction described in clauses (i), (ii), (iii), or (iv) of this Section 9(e), the Fair Market Value per share of the Stock that may otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the consideration offered to stockholders of the Company in any transaction described in this Section 9(e) or in Section 9(d) consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash and such determination shall be binding on all affected Participants to the extent applicable to Awards held by such Participants.

(f)Impact of Corporate Events on Awards Generally. In the event of a Change in Control or changes in the outstanding Stock by reason of a recapitalization, reorganization, merger, consolidation, combination, exchange or other relevant change in capitalization (including an extraordinary repurchase of Stock by the Company) occurring after the date of the grant of any Award and not otherwise provided for by this Section 9, any outstanding Awards and any Award agreements evidencing such Awards shall be subject to adjustment by the Committee at its discretion, which adjustment may, in the Committee’s discretion, be described in the Award agreement and may include, but not be limited to, adjustments as to the number and price of shares of Stock or other consideration subject to such Awards, accelerated vesting (in full or in part) of such Awards, conversion of such Awards into awards denominated in the securities or other interests of any successor Person, or the cash settlement of such Awards in exchange for the cancellation thereof. In the event of any such change in the outstanding Stock, the aggregate number of shares of Stock available under this Plan may be appropriately adjusted by the Committee, whose determination shall be conclusive.

8.General Provisions.

(a)Transferability.

(i)Permitted Transferees. The Committee may, in its discretion, permit a Participant to transfer all or any portion of an Award, or authorize all or a portion of an Award to be granted to an Eligible Person to be on terms which permit transfer by such Participant; provided that, in either case the transferee or transferees must be any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,

11

Exhibit 4.3

daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, in each case with respect to the Participant, an individual sharing the Participant’s household (other than a tenant or employee of the Company), a trust in which any of the foregoing individuals have more than fifty percent of the beneficial interest, a foundation in which any of the foregoing individuals (or the Participant) control the management of assets, and any other entity in which any of the foregoing individuals (or the Participant) own more than fifty percent of the voting interests (collectively, “Permitted Transferees”); provided further that, (X) there may be no consideration for any such transfer and (Y) subsequent transfers of Awards transferred as provided above shall be prohibited except subsequent transfers back to the original holder of the Award and transfers to other Permitted Transferees of the original holder. Agreements evidencing Awards with respect to which such transferability is authorized at the time of grant must be approved by the Committee, and must expressly provide for transferability in a manner consistent with this Section 10(a)(i).

(ii)Qualified Domestic Relations Orders. An Option, Restricted Stock Unit Award, Restricted Stock Award or other Award may be transferred, to a Permitted Transferee, pursuant to a domestic relations order entered or approved by a court of competent jurisdiction upon delivery to the Company of written notice of such transfer and a certified copy of such order.

(iii)Other Transfers. Except as expressly permitted by Sections 10(a)(i) and 10(a)(ii), Awards shall not be transferable other than by will or the laws of descent and distribution.

(iv)Effect of Transfer. Following the transfer of any Award as contemplated by Sections 10(a)(i), 10(a)(ii) and 10(a)(iii), (A) such Award shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that the term “Participant” shall be deemed to refer to the Permitted Transferee, the recipient under a qualified domestic relations order, or the estate or heirs of a deceased Participant or other transferee, as applicable, to the extent appropriate to enable the Participant to exercise the transferred Award in accordance with the terms of this Plan and applicable law and (B) the provisions of the Award relating to exercisability shall continue to be applied with respect to the original Participant and, following the occurrence of any applicable events described therein the Awards shall be exercisable by the Permitted Transferee, the recipient under a qualified domestic relations order, or the estate or heirs of a deceased Participant, as applicable, only to the extent and for the periods that would have been applicable in the absence of the transfer.

(v)Procedures and Restrictions. Any Participant desiring to transfer an Award as permitted under Sections 10(a)(i), 10(a)(ii) or 10(a)(iii) shall make application therefor in the manner and time specified by the Committee and shall comply with such other requirements as the Committee may require to assure compliance with all applicable securities laws. The Committee shall not give permission for such a transfer if it may not be made in compliance with all applicable federal, state and foreign securities laws.

(vi)Registration. To the extent the issuance to any Permitted Transferee of any shares of Stock issuable pursuant to Awards transferred as permitted in this Section 10(a) is not registered pursuant to the effective registration statement of the Company generally covering the shares to be issued pursuant to this Plan to initial holders of Awards, the Company shall not have any obligation to register the issuance of any such shares of Stock to any such transferee.

(b)Taxes.

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Exhibit 4.3

(i)Withholding. The Company and any of its Subsidiaries are authorized to withhold from any Award granted, or any payment relating to an Award under this Plan, including from a distribution of Stock, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold, sell or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis in the discretion of the Committee. To the extent applicable, each Award shall include a requirement that the Participant irrevocably agree to pay to the Company or the employing Subsidiary (as appropriate) the amount of any Tax Liability or enter into arrangements to the satisfaction of the Company or his employing Subsidiary (as appropriate) for payment of any Tax Liability.

(ii)Tax Elections. Unless the Company or the employing Subsidiary directs that it shall not, each Award shall include a requirement that the Participant irrevocably agree that the Company or the employing Subsidiary (as appropriate) may recover the whole or any part of any Employer NICs from the Participant and at the request of the Company or the employing Subsidiary (as appropriate) the Participant shall elect (using a form approved by HM Revenue & Customs) that the whole or any part of the liability for Employer NICs shall be transferred to the Participant. The Company or the employing Subsidiary may decide to release the Participant from or not to enforce any part of the Participant’s obligations in respect of Employer NICs under this Section 10(b)(ii). An Award shall include a requirement that the Participant irrevocably agree to enter into a joint election, under section 431(1) or section 431(2) of the United Kingdom Income Tax (Earnings and Pensions) Act 2003 in respect of the Stock to be acquired pursuant to the Award if required to do so by the Company or the employing Subsidiary before any Stock is acquired. Notwithstanding the foregoing, this Section 10(b)(ii) shall only apply to Eligible Persons that reside in the United Kingdom and/or are citizens of one of the countries that comprise the United Kingdom.

(c)Changes to this Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate this Plan or the Committee’s authority to grant Awards under this Plan without the consent of stockholders or Participants, except that any amendment or alteration to this Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to this Plan to stockholders for approval; provided, that, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award agreement relating thereto, except as otherwise provided in this Plan; provided, however, that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under such Award. For purposes of clarity, any adjustments made to Awards pursuant to Section 9 will be deemed not to materially and adversely affect the rights of any Participant under any previously granted and outstanding Award and therefore may be made without the consent of affected Participants.

(d)Limitation on Rights Conferred under Plan. Neither this Plan nor any action taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or any of its Subsidiaries, (ii) interfering in any way with the right of the Company or any of its Subsidiaries to terminate any Eligible

13

Exhibit 4.3

Person’s or Participant’s employment or service relationship at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under this Plan or to be treated uniformly with other Participants and/or employees and/or other service providers whether or not that Eligible Person or Participant has previously been granted an Award, (iv) giving an Eligible Person or Participant any rights to compensation or damages on account of any loss in respect of any Award or the Plan where such loss arises (or is claimed to arise), in whole or in part, from termination of office or employment with or notice to terminate office or employment given by or to the Company or any of its Subsidiaries. This exclusion of liability shall apply however termination of office or employment, or the giving of notice, is caused, and however compensation or damages may be claimed; or (v) giving an Eligible Person or Participant any rights to compensation or damages on account of any loss in respect of any Award or the Plan where such loss arises (or is claimed to arise), in whole or in part, from any company ceasing to be a Subsidiary of the Company or the transfer of any business from a Subsidiary to any Person which is not a Subsidiary. This exclusion of liability shall apply however the change of status of the relevant Subsidiary, or the transfer of the relevant business, is caused, and however compensation or damages may be claimed; or (vi) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award. Furthermore, the rights and obligations of any Eligible Person or Participant under the terms of that Eligible Person’s or Participant’s office or employment with Company or any Subsidiary shall not be affected by being an

Option holder and the value of any benefit realized under the Plan shall not be taken into account in determining any pension or similar entitlements.

(e)Unfunded Status of Awards. This Plan is intended to constitute an “unfunded” plan for certain incentive awards.

(f)Nonexclusivity of this Plan. Neither the adoption of this Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable. Nothing contained in this Plan shall be construed to prevent the Company or any of its Subsidiaries from taking any corporate action which is deemed by the Company or such Subsidiary to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award made under this Plan. No employee, beneficiary or other person shall have any claim against the Company or any of its Subsidiaries as a result of any such action.

(g)Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(h)Severability. If any provision of this Plan is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein.

(i)Governing Law. All questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws of the State of New York, without giving effect to any conflict of law provisions thereof, except to the extent New York law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable

14

Exhibit 4.3

federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

(j)Conditions to Delivery of Stock. Nothing herein or in any Award granted hereunder or any Award agreement shall require the Company to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act or any similar or superseding statute or statutes, any other applicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. At the time of any exercise of an Option , or at the time of any grant of a Restricted Stock Award, Restricted Stock Unit, or other Award the Company may, as a condition precedent to the exercise of such Option or settlement of any Restricted Stock Award, Restricted Stock Unit or other Award, require from the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or disposition of the shares of Stock being acquired pursuant to the Award and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Company, may be necessary to ensure that any disposition by that holder (or in the event of the holder’s death, his or her legal representatives, heirs, legatees, or distributees) will not involve a violation of the Securities Act or any similar or superseding statute or statutes, any other applicable state or federal statute or regulation, or any rule of any applicable securities exchange or securities association, as then in effect. No Option shall be exercisable and no settlement of any Restricted Stock Award or Restricted Stock Unit shall occur with respect to a Participant unless and until the holder thereof shall have paid cash or property to, or performed services for, the

Company or any of its Subsidiaries that the Committee believes is equal to or greater in value than the par value of the Stock subject to such Award.

(k)Section 409A of the Code. In the event that any Award granted pursuant to this Plan provides for a deferral of compensation within the meaning of the Nonqualified Deferred Compensation Rules, it is the general intention, but not the obligation, of the Company to design such Award to comply with the Nonqualified Deferred Compensation Rules and such Award should be interpreted accordingly.

(l)Data Protection. In accepting an Award or by participating in the Plan each Participant consents to the collection, holding, processing and transfer of his personal data by the Company or any Subsidiary for all purposes connected with the operation of the Plan. The purposes of the Plan include, but are not limited to: (i) holding and maintaining details of the Participant’s Awards; (ii) transferring the Participant’s personal data to the Company’s registrars or brokers or any administrators of the Plan; (iii) transferring the Participant’s personal data to a bona fide prospective buyer of the Company or the employing Subsidiary or business unit (or the prospective buyer’s advisers), provided that the prospective buyer, and its advisers, irrevocably agree to use the Participant’s personal data only in connection with the proposed transaction and in accordance with the data protection principles set out in the United Kingdom Data Protection Act 1998; and (iv) transferring the Participant’s personal data to a person who is resident in a country or territory outside the European Economic Area that may not provide the same statutory protection for the information as countries within the European Economic Area.

(m)Plan Effective Date and Term. This Plan was adopted by the Board on the Effective Date, and approved by the stockholders of the Company on June 20, 2023, to be effective on the Effective Date. No Awards may be granted under this Plan on or after the ten-year anniversary of the Effective Date.

15

EX-4.4

Exhibit 4.4

NAVIGATOR HOLDINGS LTD.
2023 LONG TERM INCENTIVE PLAN

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) evidences an award made as of the [____] day of [____] (the “Date of Grant”), between NAVIGATOR HOLDINGS LTD., a Marshall Islands corporation (the “Company”), and [__________] (the “Employee”).

1.The Grant. Pursuant to the NAVIGATOR HOLDINGS LTD. 2023 LONG-TERM INCENTIVE PLAN, as the same may be amended from time to time (the “Plan”), and subject to the conditions set forth below, the Company hereby awards to the Employee, effective as of the Date of Grant, the right and option to purchase (the “Option”) an aggregate number of [_______] shares (the “Option Shares”) of the Company’s common stock, par value $0.01 per share (“Stock”), at the Exercise Price per share set forth in Section 2, in accordance with the terms and conditions set forth herein and in the Plan [in the Agreement on the Application of Section 7P of the Danish Tax Assessment Act]1. This Option is intended to be a non-qualified stock Option and not an Incentive Stock Option within the meaning of Section 422 of the Code. To the extent any provision of this Agreement conflicts with the expressly applicable terms of the Plan, those terms of the Plan shall control, and if necessary, the applicable terms of this Agreement shall be deemed amended so as to carry out the purpose and intent of the Plan.

2.Definitions. Capitalized terms used in this Agreement that are not defined in this Section 2 or in the body of this Agreement shall have the meanings given to them in the Plan. In addition to the terms defined in the body of this Agreement, the following capitalized words and terms shall have the meanings indicated below:

(a)[“Employer” shall mean, to the extent to the Employee is not directly employed by the Company, the Company’s employing affiliate that employs the Employee.]2

(b)“Exercise Price” shall mean [$[____], increased by a compounding annual rate of 5 percent beginning on the first anniversary of the Date of Grant and on each annual anniversary of the Date of Grant thereafter, until the time at which the Option Shares become Vested Shares. For the avoidance of doubt, in no event will the Exercise Price, at any time during the term of the Option, be less than the Fair Market Value of one share of Stock on the Date of Grant.]

(c)“Involuntary Termination” shall mean a termination of the Employee’s employment by the Company or an affiliate for a reason other than for Cause.

(d)[“Sufficient Shares” shall mean the smallest number of Option Shares which, when sold, will produce an amount at least equal to the relevant Tax Liability (after deduction of brokerage fees and any other charges or taxes on the sale).

1 Note to Draft: Language to be included for Danish recipients, only.

2 Note to Draft: Language to be included for UK recipients, only.

(e)“Taxable Event” shall mean any event or circumstance that gives rise to a liability for the Employee to pay any income tax or national insurance contributions or both (or their equivalents in any jurisdiction) in respect of:

(i)the Option, including its exercise, its assignment or surrender for consideration, or the receipt of any benefit in connection with it;

(ii)any Stock and/or Option Shares (or other securities or assets):

(A)earmarked or held to satisfy the Option;

(B)acquired on exercise of the Option;

(C)acquired as a result of holding the Option; or

(D)acquired in consideration of the assignment or surrender of the Option;

(iii)any securities (or other assets) acquired or earmarked as a result of holding Stock and/or Option Shares (or other securities or assets) mentioned in (ii); or

(iv)any amount due under United Kingdom PAYE in respect of securities or assets within (i) to (iii) above, including any failure by the Employee to make good such an amount within the time limit specified in section 222 of the United Kingdom’s Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”).

(f)“Tax Liability” shall mean the total of:

(i)any United Kingdom income tax and primary class 1 (employee) national insurance contributions (“NICs”) (or their equivalents in any jurisdiction) for which the Company and/or any Employer (or former Employer) of the Employee is or may be liable to account (or reasonably believes it is or may be liable to account) as a result of any Taxable Event; and

(ii)any United Kingdom secondary class 1 (employer) NICs (or the equivalent in any jurisdiction) that the Company and/or any Employer (or former Employer) of the Employee is or may be liable to pay (or reasonably believes it is or may be liable to pay) as a result of any Taxable Event which can be recovered lawfully from the Employee.]3

3.Vesting.

(a)Option Shares shall be deemed “Nonvested Shares” unless and until they become “Vested Shares”. Subject to other terms and conditions set forth herein, the Option shall vest and become exercisable (i.e., become Vested Shares [on the third anniversary of the Date of

3 Note to Draft: Language to be included for UK recipients, only.

2    

Grant (the “Vesting Date”)]4[as to the specified percentage of Option Shares on the applicable dates set forth in the table below (each such date, a “Vesting Date”)]5, provided that the Employee has been continuously employed by the Company from the Date of Grant through the [applicable] Vesting Date and that, as of the [applicable] Vesting Date, Employee has not provided the Company, nor has the Company provided the Employee, notice of Employee’s termination of employment. Any Option Shares that do not become Vested Shares in accordance with this Section 3(a), Section 3(b), Section 3(c), Section 3(d) or Section 4 shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company.

[

Vesting Date Percentage of Option Shares that become Vested and Exercisable

]

(b)Death or Disability. Notwithstanding anything in Section 3(a), if the Employee’s employment with the Company is terminated by reason of death or Disability, subject to the Employee’s (or the Employee’s legal representative’s, heir’s, legatee’s or distributee’s, as applicable) (i) timely execution of a general release of claims in a form satisfactory to the Company and (ii) if applicable, failure to revoke such execution or signature in accordance with the terms of such release, in each case, during the period to execute and revoke such release of claims (such period, the “Consideration Period”), to the extent any Option Shares are Nonvested Shares, a prorated portion (based on the number days Employee is employed from the Date of Grant through the [final / applicable] Vesting Date) of the Option Shares shall become Vested Shares. The Committee shall retain the discretion to accelerate the vesting of the remainder of the Option Shares in the event that the Committee determines, in its sole discretion, that such accelerated vesting is appropriate.

(c)Involuntary Termination. Notwithstanding anything in Section 3(a), if the Employee’s employment with the Company is terminated as a result of an Involuntary Termination, subject to the Employee’s (i) timely execution of a general release of claims in a form satisfactory to the Company and (ii) if applicable, failure to revoke such execution or

4 Note to Draft: Language to be included for three-year cliff-vesting.

5 Note to Draft: Language, along with the remainder of the bracketed language in this section to be included if an annual vesting schedule is implemented.

3    

signature in accordance with the terms of such release, in each case, during the Consideration Period, to the extent any Option Shares are Nonvested Shares, a prorated portion (based on the number days Employee is employed from the Date of Grant through the [final / applicable] Vesting Date) of the Option Shares shall become Vested Shares. The Committee shall retain the discretion to accelerate the vesting of the remainder of the Option Shares in the event that the Committee determines, in its sole discretion, that such accelerated vesting is appropriate.

(d)Retirement. Notwithstanding anything in Section 3(a), if the Employee’s employment with the Company is terminated as a result of the Employee’s retirement (as defined in the Employee’s employment contract, if at all), the Option shall be forfeited or vest and remain exercisable in accordance with the terms of the Employee’s employment contract.

(e)Termination for Cause. For the avoidance of doubt, any Option Shares, whether deemed Nonvested Shares or Vested Shares that have not been exercised as of the date of the Employee’s termination of employment by the Company for Cause shall be forfeited to the Company for no consideration as of the date of such termination.

(f)Continuous Employment. If the Employee is on a leave of absence for any reason, the Company may, in its sole discretion, determine that the Employee is still considered to be in the employ of or providing services for the Company, provided that rights to the Option will be limited to the extent to which those rights were earned or vested when the leave of absence began. No period of [UK] applicable statutory maternity, paternity or adoption leave shall count as a leave of absence for the purposes of this Agreement, and any Employee on such leave shall be deemed to be continuing to provide services for the Company throughout any such period.

4.Change in Control. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the Option Shares.

5.Exercise and Settlement of Options.

(a)Expiration. The Option shall, in any event, terminate at the close of business on the sixth (6th) anniversary of the Date of Grant (the “Expiration Date”). Subject to the Employee’s continuous employment with the Company, the Employee may exercise the Option to purchase all or a portion of the Vested Shares at any time prior to the termination of the Option pursuant to this Agreement. Notwithstanding the foregoing, unless otherwise provided for by the Committee, upon the termination of the Employee’s employment, the Option shall remain exercisable with respect to the Vested Shares until the date that is set forth in the Plan, or the Expiration Date, if sooner; provided, that, if following the Employee’s termination of employment for any reason the exercise of the Option is prohibited because the exercise of the Option would violate the registration requirements under the Securities Act or any other state or federal securities law or the rules of any securities exchange or interdealer quotation system, then the expiration of the Option shall be tolled until the date that is thirty (30) days after the end of the period during which the exercise of the Option would be in violation of such registration or other securities requirements.

4    

(b)Election to Exercise. Any exercise of the Option by the Employee shall be in writing and addressed to the Company’s Head of Legal and Communications. Exercise of the Option shall be made by delivery to the Company by the Employee (or other person entitled to exercise the Option as entitled hereunder) of (i) an executed “Notice of Stock Option Exercise” (in substantially the form attached hereto as Exhibit A) and (ii) payment of the aggregate Exercise Price for Option Shares purchased pursuant to the exercise. No less than 500 Vested Shares may be purchased at any one time unless the number purchased is the total number of Vested Shares at that time purchasable under the Option. In no event shall the Employee be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share.

(c)Payment of Exercise Price. Payment of the Exercise Price shall be payable in full at the time of exercise and payment may be made, at the Employee’s election, with the approval of the Company, (i) in cash, by certified or official bank check or by wire transfer of immediately available funds, (ii) by delivery to the Company of a number of shares of Stock having a Fair Market Value as of the date of exercise equal to the Exercise Price, or (iii) by net issue exercise, pursuant to which the Company will issue to the Employee a number of shares of Stock as to which the Option is exercised, less a number of shares with a Fair Market Value as of the date of exercise equal to the Exercise Price.

6.[Taxation.

(a)The Employee irrevocably agrees to:

(i)pay to the Company, his Employer or former Employer (as appropriate) the amount of any Tax Liability; or

(ii)enter into arrangements to the satisfaction of the Company, his Employer or former Employer (as appropriate) for payment of any Tax Liability.

(b)The Employee irrevocably agrees that:

(i)the Employee will reimburse the Company, his Employer or former Employer (as appropriate) for any secondary class 1 (employer) NICs (or any similar liability for social security contribution in any jurisdiction) which:

(A)the Company or any Employer (or former Employer) of the Employee is liable to pay as a result of any Taxable Event; and

(B)may be lawfully recovered by the Company or any Employer (or former Employer) from the Employee; and

(ii)[at the request of the Company, his Employer or former Employer, the Employee shall join that person in making a valid election to transfer to the Employee the

5    

whole or any part of the liability for secondary class 1 (employer) NICs (or any similar liability for social security contribution in any jurisdiction) described in Section 6(b)(i).]6

(c)If:

(i)the Employee does not fulfil his obligations arising under Section 6(b)(i) or Section 6(b)(ii) in respect of any Tax Liability relating to the exercise of the Option within seven days after the date of exercise; and

(ii)Stock is readily saleable at that time,

the Company shall withhold Sufficient Shares from the Option Shares which would otherwise be delivered to the Employee. From the net proceeds of sale of those withheld Option Shares, the Company shall:

(i)retain (if the Company is to account for or pay the relevant Tax Liability); or

(ii)pay to the Employee’s Employer or former Employer (if that person is liable to account for or pay the relevant Tax Liability),

an amount equal to the Tax Liability, and shall pay any balance to the Employee. The Employee’s obligations under Section 6(a) shall not be affected by any failure of the Company to withhold Option Shares under this Section 6(c).

(d)[The Employee irrevocably agrees to enter into a joint election in respect of the Option Shares under section 431(1) or section 431(2) of ITEPA, if required to do so by the Company, his Employer or former Employer, on or before the date of exercise of the Option.]7

(e)The Employee hereby appoints the Company (acting by any of its directors from time to time) as the Employee’s attorney to:

(i)sell Sufficient Shares as specified in Section 6(c) and deal with the proceeds of that sale in accordance with Section 6(c); and

(ii)execute any joint election required to be entered into under Section 6(d), in the Employee’s name and on the Employee’s behalf.

(f)The Company may appoint one or more persons to act as substitute attorney(s) for the Employee and to exercise one or more of the powers conferred on the Company by the power of attorney set out in Section 6(e), other than the power to appoint a substitute attorney. The Company may subsequently revoke any such appointment.

(g)The power of attorney set out in Section 6(e) shall be irrevocable, save with the consent of the Company, and is given by way of security to secure the interest of the

6 Note to Draft: Language to be removed for Danish recipients, only.

7 Note to Draft: Language to be removed for Danish recipients, only.

6    

Company (for itself and as trustee under this Agreement on behalf of any Employer or former Employer of the Employee) as a person liable to account for or pay any relevant Tax Liability.

(h)The Employee declares that a person who deals in good faith with the Company or any substitute attorney as the Employee’s attorney appointed under Section 6(e) may accept a written statement signed by that person to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

(i)The Employee shall have no rights to compensation or damages on account of any tax or NICs (or its or their equivalent in any jurisdiction) liability which arises or is increased (or is claimed to arise or be increased) in whole or in part for any reason.]8

(j)[By accepting this agreement the Employee also accept the Agreement on the Application of Section 7P of the Danish Tax Assessment Act (attached hereto as Exhibit B), whereby you acknowledge that the section 7P of the Danish Tax Assessment Act – to the widest possible extent – shall apply in respect of the granted Options and that to the extent that the value of the Options governed by section 7P of the Danish Tax Assessment Act exceeds ten per cent (10%) of the salary in the year of grant, then those amounts exceeding 10% of your annual salary shall not be governed by section 7P of the Danish Tax Assessment Act but instead by the ordinary Danish tax rules.]9

[Withholding. To the extent that receipt, vesting or exercise of the Option results in compensation income or wages to the Employee for federal, state, or local tax purposes, the Employee shall deliver to the Company at the time of such receipt, vesting or exercise, as the case may be, such amount of money as the Company may require to meet its minimum obligation under applicable tax laws or regulations, and if the Employee fails to do so (or if the Employee instructs the Company to withhold cash or stock to meet such obligation), the Company shall withhold from any cash or stock remuneration (including withholding any shares of Stock to be issued to the Employee under this Agreement) then or thereafter payable to the Employee any tax required to be withheld by reason of such resulting compensation income or wages.]10

(k)The Company is making no representation or warranty as to the tax consequences to the Employee as a result of the receipt of the Option, the vesting of the Option, or the exercise of the Option

7.No Shareholder Rights. The Option granted pursuant to this Agreement does not and shall not entitle the Employee to any rights of a holder of Stock prior to the date that shares of Stock are issued to Employee following exercise of the Option. The Employee’s rights with

8 Note to Draft: Language to be included for UK recipients, only.

9 Note to Draft: Language to be included for Danish recipients, only.

10 Note to Draft: Language to be included for US recipients, only.

7    

respect to the Option shall remain forfeitable at all times prior to the date on which the Option Shares become vested and are exercised in accordance with Section 3.

8.Clawback. Notwithstanding any provisions in the Agreement to the contrary, any compensation, payments, or benefits provided hereunder (or profits realized from the sale of the Stock delivered hereunder), whether in the form of cash or otherwise, shall be subject to any Company clawback policy in effect from time to time, as any such policy may be amended.

9.Employment Relationship; Future Awards. For purposes of this Agreement, the Employee shall be considered to be in the employment of the Company as long as the Employee remains an employee of either the Company or a Subsidiary. Without limiting the scope of the preceding sentence, it is specifically provided that the Employee shall be considered to have terminated employment or service with the Company at the time of the termination of the “Subsidiary” status of the entity or other organization that employs or engages the Employee. Nothing in the adoption of the Plan, nor the award of the Option thereunder pursuant to this Agreement, shall confer upon the Employee the right to continued employment by or service with the Company or affect in any way the right of the Company to terminate such employment or service at any time. Unless otherwise provided in a written employment or consulting agreement or by applicable law, the Employee’s employment by or service with the Company shall be on an at-will basis, and the employment or service relationship may be terminated at any time by either the Employee or the Company for any reason whatsoever, with or without cause or notice. Any question as to whether and when there has been a termination of such employment or service, and the cause of such termination, shall be determined by the Committee or its delegate, and its determination shall be final. The grant of this Option is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make future awards.

10.Notices. Any notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case of the Employee, such notices or communications shall be effectively delivered if hand delivered to the Employee at the Employee’s principal place of employment or if sent by registered or certified mail to the Employee at the last address the Employee has filed with the Company. In the case of the Company, such notices or communications shall be effectively delivered if sent by registered or certified mail to the Company at its principal executive offices.

11.Transferability. The Option is not transferable by the Employee, whether voluntarily, involuntarily or by operation of law or otherwise until such time as the ownership of such shares of Stock has been transferred to the Employee, except as provided in the Plan. Except as provided in the Plan, if any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Option shall be made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Option, then the Employee’s right to the Option shall immediately cease and terminate.

12.Entire Agreement; Amendment. This Agreement and the documents incorporated by reference herein replace and merge all previous agreements and discussions relating to the same or similar subject matters between the Employee and the Company and constitute the entire agreement between the Employee and the Company with respect to the

8    

subject matter of this Agreement, except as otherwise provided herein. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of the Company or by any written agreement unless signed by an officer of the Company who is expressly authorized by the Company to execute such document.

13.Binding Effect; Survival. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under the Employee. The provisions of Section 6 shall survive the exercise of the Option.

14.Controlling Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof, or, if applicable, the laws of the United States.

[Signature page follows]

9    

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.

NAVIGATOR HOLDINGS LTD.

By:

Name:

Title:

EMPLOYEE

Print Name:

10    

EXHIBIT A

NAVIGATOR HOLDINGS LTD. 2023 LONG-TERM INCENTIVE PLAN (the “Plan”)

NOTICE OF STOCK OPTION EXERCISE

OPTIONEE INFORMATION:

Name:	Employee Number:
Address:	Email:

OPTION INFORMATION:

Date of Grant:		Type of Option:	☐ Non-Qualified Stock Option (NQSO)
Exercise Price per Share:	$

EXERCISE INFORMATION:

1.Number of shares of Stock for which option is being exercised now: [_______________] (These shares are referred to below as the “Purchased Shares.”)

2.Total Exercise Price for the Purchased Shares: $_______________

3.Total tax withholding associated with the Purchased Shared: $_______________

(Please contact to obtain this information

4.Form of payment of exercise price (enclosed, as applicable) [check all that apply]:

a. ____	Check for $_______________, made payable to “Navigator Holdings Ltd.”	c. ____	I elect for the Company to withhold from the number shares of Stock set forth in Item 1 above a number of shares with a Fair Market Value (as defined in the Plan) equal to the Exercise Price set forth in my Stock Option Agreement. (These shares will be valued as of the date this notice is received by the Company.)
b. ____	Certificate(s) for shares of Stock of the Company that I have owned for at least six months. (These shares will be valued as of the date this notice is received by the Company.)

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5.Form of payment of tax withholding (enclosed, as applicable) [check all that apply]:

a. ____	Check for $_______________, made payable to “Navigator Holdings Ltd.”	c. ____	I elect for the Company to withhold from the number of shares of Stock set forth in Item 1 above the number of shares necessary to satisfy the Company’s tax withholding obligations, based on the Fair Market Value (as defined in the Plan) of such shares. (these shares will be valued as of the date this notice is received by the Company.)
b. ____	Certificate(s) for shares of Stock of the Company that I have owned for at least six months. (These shares will be valued as of the date this notice is received by the Company.)

6.Names in which the Purchased Shares should be registered [you must check one]:

a. ____	In my name only
b. ____	In the names of my spouse and myself as community property	My spouse’s name (if applicable): ___________________________
c. ____	In the names of my spouse and myself as joint tenants with the right of survivorship

7.The certificate for the Purchased Shares should be sent to the following address:

____________________________________

____________________________________

____________________________________

You must sign this Notice below before submitting it to the Company.

By:

Name:

Date:

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EX-4.5

Exhibit 4.5

NAVIGATOR HOLDINGS LTD.
2023 LONG TERM INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT FOR EMPLOYEES

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock (“Notice of Grant”) by and between Navigator Holdings Ltd., a Marshall Islands company (the “Company”), and you;

WHEREAS, the Company in order to induce you to enter into and to continue and dedicate service to the Company and to materially contribute to the success of the Company agrees to grant you this restricted stock award;

WHEREAS, the Company adopted the Navigator Holdings Ltd. 2023 Long-Term Incentive Plan as it may be amended from time to time (the “Plan”) under which the Company is authorized to grant restricted stock awards to certain employees and service providers of the Company;

WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this restricted stock award agreement (“Agreement”) as if fully set forth herein and the terms capitalized but not defined herein shall have the meanings set forth in the Plan; and

WHEREAS, you desire to accept the restricted stock award made pursuant to this Agreement.

[WHEREAS, by accepting this agreement, you also accept the Agreement on the Application of Section 7P of the Danish Tax Assessment Act (attached hereto as Exhibit B), whereby you acknowledge that the section 7P of the Danish Tax Assessment Act – to the widest possible extent – shall apply in respect of the granted restricted stock award and that to the extent that the value of the restricted stock award exceeds ten per cent (10%) of the salary in the year of grant, then those amounts exceeding 10% of your annual salary shall not be governed by section 7P of the Danish Tax Assessment Act but instead by the ordinary Danish tax rules.]1

NOW, THEREFORE, in consideration of and mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:

1.The Grant.Subject to the conditions set forth below, the Company hereby grants you effective as of the Date of Grant set forth in the Notice of Grant, as a matter of separate inducement but not in lieu of any salary or other compensation for your services for the Company, an award (the “Award”) consisting of the aggregate number of shares of Stock set forth in the Notice of Grant in accordance with the terms and conditions set forth herein and in the Plan generally and with respect to Restricted Stock (the “Restricted Shares”).

2.Escrow of Restricted Shares. The Company shall evidence the Restricted Shares in the manner that it deems appropriate. The Company may issue in your name a certificate or

1 Note to Draft: Language to be included for Danish recipients, only.

certificates representing the Restricted Shares and retain that certificate or those certificates until the restrictions on such Restricted Shares expire as contemplated in Section 5 of this Agreement and described in the Notice of Grant or the Restricted Shares are forfeited as described in Sections 4 and 6 of this Agreement. If the Company certificates the Restricted Shares, you shall execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. The Company shall hold the Restricted Shares and the related stock powers pursuant to the terms of this Agreement, if applicable, until such time as (a) a certificate or certificates for the Restricted Shares are delivered to you, (b) the Restricted Shares are otherwise transferred to you free of restrictions, or (c) the Restricted Shares are canceled and forfeited pursuant to this Agreement.

3.Ownership of Restricted Shares. From and after the time the Restricted Shares are issued in your name, you will be entitled to all the rights of absolute ownership of the Restricted Shares, including the right to vote those shares and to receive dividends thereon if, as, and when declared by the Board, subject, however, to the terms, conditions and restrictions set forth in this Agreement; provided, however, that each dividend payment will be made no later than the end of the calendar year in which the dividends are paid to the holders of Stock or, if later, the 15th day of the third month following the date the dividends are paid to the holders of Stock. Unless otherwise determined by the Committee, any dividends, whether in cash or in kind, which are paid on a Restricted Share shall not be subject to any restrictions or risks of forfeiture which may be associated with the Restricted Share with respect to which such dividend has been paid.

4.Restrictions; Forfeiture. The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as contemplated in Section 5 of this Agreement and as described in the Notice of Grant. The Restricted Shares are also restricted in the sense that they may be forfeited to the Company (the “Forfeiture Restrictions”). [You hereby agree that if the Restricted Shares are forfeited, as provided in Section 6, the Company shall have the right to deliver the Restricted Shares to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to the Company.]

5.Expiration of Restrictions and Risk of Forfeiture. The restrictions on the Restricted Shares granted pursuant to this Agreement will expire and the Restricted Shares will become transferable, except to the extent provided in Section 13 of this Agreement, and nonforfeitable as set forth in the Notice of Grant, provided that you remain in the employ of, or a service provider to, the Company or its Subsidiaries until the applicable dates set forth therein. Notwithstanding the foregoing, if your employment with the Company is terminated by reason of your death or Disability, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions.

6.Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services for, the Company, provided that rights to the Restricted Shares during a leave of absence will be limited to the extent to which those rights

were earned or vested when the leave of absence began. [No period of UK statutory maternity, paternity or adoption leave shall count as a leave of absence for the purposes of this Agreement, and if you are on such leave, you shall be deemed to be continuing to provide services for the Company throughout any such period.]

7.Delivery of Stock. Promptly following the expiration of the restrictions on the Restricted Shares as contemplated in Section 5 of this Agreement, the Company shall cause to be issued and delivered to you or your designee a certificate or other evidence of the number of Restricted Shares as to which restrictions have lapsed, free of any restrictive legend relating to the lapsed restrictions, upon receipt by the Company of any tax withholding as may be requested pursuant to Section 9. The value of such Restricted Shares shall not bear any interest owing to the passage of time.

8.[Payment of Taxes. The Company may require you to pay to the Company (or the Company’s Subsidiary if you are an employee of a Subsidiary of the Company), an amount the Company deems necessary to satisfy its (or its Subsidiary’s) current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding, you may (a) direct the Company to withhold from the shares of Stock to be issued to you under this Agreement the number of shares necessary to satisfy the Company’s obligation to withhold taxes; which determination will be based on the shares’ fair market value at the time such determination is made; (b) deliver to the Company shares of Stock sufficient to satisfy the Company’s tax withholding obligations, based on the shares’ fair market value at the time such determination is made; or (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations. If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a) or (b). In the event the Company determines that the aggregate fair market value of the shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the Company’s request.]

9.Compliance with Securities Law. The Company shall have the right, but not the obligation, to cause the Restricted Shares to be registered under the appropriate rules and regulations of the Securities and Exchange Commission. The Company shall not be required to deliver any Shares hereunder if, in the opinion of counsel for the Company, such delivery would violate the Securities Act of 1933 or any other applicable federal or state securities laws or regulations.

10.Legends. The Company may at any time place legends referencing any restrictions imposed on the shares pursuant to this Agreement on all certificates representing shares issued with respect to this Award.

11.Right of the Company and Subsidiaries to Terminate Services; Future Awards. Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any Subsidiary, or interfere in any way with the rights of the

Company or any Subsidiary to terminate your employment or service relationship at any time. The grant of these Restricted Shares is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make future awards.

12.Furnish Information. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

13.Remedies. The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

14.No Liability for Good Faith Determinations. The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Shares granted hereunder.

15.Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

16.Clawback. Notwithstanding any provisions in the Agreement to the contrary, any compensation, payments, or benefits provided hereunder (or profits realized from the sale of the Stock delivered hereunder), whether in the form of cash or otherwise, shall be subject to any Company clawback policy in effect from time to time, as such policy may be amended.

17.No Guarantee of Interests. The Board and the Company do not guarantee the Stock of the Company from loss or depreciation.

18.Notice. All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

19.Waiver of Notice. Any person entitled to notice hereunder may waive such notice in writing.

20.Information Confidential. As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall

take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

21.Successors. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

22.Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

23.Company Action. Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

24.Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

25.Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the state of New York, without giving any effect to any conflict of law provisions thereof. The exclusive venue for the resolution of any dispute relating to this Agreement shall be in the state and federal courts located in the state of New York, and the parties hereby expressly consent to the jurisdiction of those courts. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

26.Amendment. This Agreement may be amended the Board or by the Committee at any time (a) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of any addition to or change in any federal or state, tax or securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Award; or (b) other than in the circumstances described in clause (a) or provided in the Plan, with your consent.

27.Effect of Employment Agreement. Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Agreement and any employment agreement entered into by and between you and the Company, the terms of the employment agreement shall control.

28.The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

[Remainder of page intentionally left blank]

EX-4.6

Exhibit 4.6

NAVIGATOR HOLDINGS LTD.
2023 LONG TERM INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT FOR DIRECTORS

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock (“Notice of Grant”) by and between Navigator Holdings Ltd., a Marshall Islands company (the “Company”), and you;

WHEREAS, the Company, in order to induce you to continue your dedicated service as a director of the Company and to provide further incentive for you to materially contribute to the success of the Company, agrees to grant you this restricted stock award;

WHEREAS, the Company adopted the Navigator Holdings Ltd. 2023 Long-Term Incentive Plan as it may be amended from time to time (the “Plan”) under which the Company is authorized to grant restricted stock awards to directors of the Company;

WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this restricted stock award agreement (“Agreement”) as if fully set forth herein and the terms capitalized but not defined herein shall have the meanings set forth in the Plan; and

WHEREAS, you desire to accept the restricted stock award made pursuant to this Agreement.

NOW, THEREFORE, in consideration of and mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:

1.The Grant.Subject to the conditions set forth below, the Company hereby grants you effective as of the Date of Grant set forth in the Notice of Grant, as a matter of separate inducement but not in lieu of any compensation for your services for the Company, an award (the “Award”) consisting of the aggregate number of shares of Stock set forth in the Notice of Grant in accordance with the terms and conditions set forth herein and in the Plan (the “Restricted Shares”).

2.Escrow of Restricted Shares. The Company shall evidence the Restricted Shares in the manner that it deems appropriate. The Company may issue in your name a certificate or certificates representing the Restricted Shares and retain that certificate or those certificates until the restrictions on such Restricted Shares expire as contemplated in Section 5 of this Agreement and described in the Notice of Grant or the Restricted Shares are forfeited as described in Sections 4 and 6 of this Agreement. If the Company certificates the Restricted Shares, you shall execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. The Company shall hold the Restricted Shares and the related stock powers pursuant to the terms of this Agreement, if applicable, until such time as (a) a certificate or certificates for the Restricted Shares are delivered to you, (b) the Restricted Shares are otherwise

transferred to you free of restrictions, or (c) the Restricted Shares are canceled and forfeited pursuant to this Agreement.

3.Ownership of Restricted Shares. From and after the time the Restricted Shares are issued in your name, you will be entitled to all the rights of absolute ownership of the Restricted Shares, including the right to vote those shares and to receive dividends thereon if, as, and when declared by the Board, subject, however, to the terms, conditions and restrictions set forth in this Agreement; provided, however, that each dividend payment will be made no later than the end of the calendar year in which the dividends are paid to the holders of Stock or, if later, the 15th day of the third month following the date the dividends are paid to the holders of Stock. Unless otherwise determined by the Committee, any dividends, whether in cash or in kind, which are paid on a Restricted Share shall not be subject to any restrictions or risks of forfeiture which may be associated with the Restricted Share with respect to which such dividend has been paid.

4.Restrictions; Forfeiture. The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as contemplated in Section 5 of this Agreement and as described in the Notice of Grant. The Restricted Shares are also restricted in the sense that they may be forfeited to the Company (the “Forfeiture Restrictions”). You hereby agree that if the Restricted Shares are forfeited, as provided in Section 6, the Company shall have the right to deliver the Restricted Shares to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to the Company.

5.Expiration of Restrictions and Risk of Forfeiture. The restrictions on the Restricted Shares granted pursuant to this Agreement will expire and the Restricted Shares will become transferable, except to the extent provided in Section 13 of this Agreement, and nonforfeitable as set forth in the Notice of Grant, provided that you remain a director of the Company until the applicable dates set forth therein. Notwithstanding the foregoing, if your service with the Company is terminated by reason of your death or Disability, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions.

6.Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the services of the Company, provided that rights to the Restricted Shares during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.

7.Delivery of Stock. Promptly following the expiration of the restrictions on the Restricted Shares as contemplated in Section 5 of this Agreement, the Company shall cause to be issued and delivered to you or your designee a certificate or other evidence of the number of Restricted Shares as to which restrictions have lapsed, free of any restrictive legend relating to the lapsed restrictions, upon receipt by the Company of any tax withholding as may be requested

2

pursuant to Section 8. The value of such Restricted Shares shall not bear any interest owing to the passage of time.

8.[Payment of Taxes.The Company may require you to pay to the Company an amount the Company deems necessary to satisfy its current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding, you may (a) direct the Company to withhold from the shares of Stock to be issued to you under this Agreement the number of shares necessary to satisfy the Company’s obligation to withhold taxes; which determination will be based on the shares’ fair market value at the time such determination is made; (b) deliver to the Company shares of Stock sufficient to satisfy the Company’s tax withholding obligations, based on the shares’ fair market value at the time such determination is made; or (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations. If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a) or (b). In the event the Company determines that the aggregate fair market value of the shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the Company’s request.]

9.Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock (including Restricted Shares) will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”), is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

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10.Right of First Refusal. Stock that may be acquired pursuant hereto is subject to the provisions of Section 9(c) of the Plan.

11.Purchase Option. Stock that may be acquired pursuant hereto is subject to the provisions of Section 9(d) of the Plan.

12.Stockholders Agreement. The Committee may, in its sole discretion, condition the delivery of Stock subject to this Award upon your entering into a stockholders’ agreement in such form as approved from time to time by the Board.

13.Legends. The Company may at any time place legends referencing any restrictions imposed on the shares pursuant to Sections 4, 10, 11, and 12 of this Agreement on all certificates representing shares issued with respect to this Award.

14.Right of the Company and Subsidiaries to Terminate Services. Nothing in this Agreement confers upon you the right to continue in the service of the Company, or interfere in any way with the rights of the Company to terminate your service relationship at any time.

15.Furnish Information. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

16.Remedies. The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

17.No Liability for Good Faith Determinations. The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Shares granted hereunder.

18.Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

19.No Guarantee of Interests. The Board and the Company do not guarantee the Stock of the Company from loss or depreciation.

20.Notice. All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on

4

which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

21.Waiver of Notice. Any person entitled to notice hereunder may waive such notice in writing.

22.Information Confidential. As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

23.Successors. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

24.Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

25.Company Action. Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

26.Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

27.Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the state of New York, without giving any effect to any conflict of law provisions thereof. The exclusive venue for the resolution of any dispute relating to this Agreement shall be in the state and federal courts located in the state of New York, and the parties hereby expressly consent to the jurisdiction of those courts. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

28.Amendment. This Agreement may be amended the Board or by the Committee at any time (a) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of any addition to or change in any federal or state, tax or securities law or other law or regulation, which change occurs after the Date of Grant and by its

5

terms applies to the Award; or (b) other than in the circumstances described in clause (a) or provided in the Plan, with your consent.

29.The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

[Remainder of page intentionally left blank]

6

EX-5.1

Exhibit 5.1

Navigator Holdings Ltd.

c/o NGT Services (UK) Ltd,

10 Bressenden Place, London

SW1E 5DH, United Kingdom

Our Reference /23846.50047/US/80864922v2

March 14, 2024

Ladies and Gentlemen:

We have acted as special counsel as to matters of the law of the Republic of the Marshall Islands (“Marshall Islands Law”) for Navigator Holdings Ltd., a Marshall Islands corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (collectively, the “Rules”), of a registration statement on Form S-8 (such registration statement and any amendments or supplements thereto are referred to collectively as the “Registration Statement”) for the registration of 3,000,000 shares (the “Shares”) of the Company’s common shares, par value $0.01 per share, that may be issued pursuant to the Company’s 2023 Long-Term Incentive Plan (the “Plan”).

As counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(i)the amended and restated articles of incorporation and the second amended and restated bylaws of the Company, each as amended to date (the “Organizational Documents”);

(ii)the Registration Statement;

(iii)the Plan; and

(iv)such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company that we have deemed relevant and necessary as the basis for the opinion hereafter expressed.

In such examination, we have assumed (a) the legal capacity of each natural person, (b) the genuineness of all signatures, including electronic signatures, and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct and complete and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us.

In rendering this opinion letter, we have also assumed:

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(i)that the issuance and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement, the Organizational Documents and the Plan and all of the instruments and other documents relating thereto or executed in connection therewith;

(ii)that no Awards (as defined in the Plan) or other issuances or awards under or pursuant to the Plan will be made to directors of the Company unless also approved by the Company’s full board of directors (and not by a committee thereof);

(iii)the Company will have a sufficient number of authorized but unissued common shares, par value $0.01 per share, on the date of issuance thereof, including shares reserved for issuance;

(iv)the Company will have a sufficient number of authorized but unissued common shares, par value $0.01 per share, on the date of conversion of any Awards under the Plan that are convertible into such shares, including shares reserved for issuance;

(v)that if any agent of the Company is granted authority to issue Awards, then the granting of such authority shall be in conformity with the Marshall Islands Business Corporations Act with respect to delegation and consideration for common shares, par value $0.01 per share;

(vi)the filing by the Company with the Commission of the Registration Statement substantially in the form examined by us;

(vii)the Registration Statement will become effective under the Securities Act; and

(viii)that the Shares shall be issued under the Plan in compliance with applicable federal, state and foreign securities laws.

As to matters of fact material to this opinion letter that have not been independently established, we have relied upon the representations and certificates of officers or representatives of the Company and of public officials, in each case as we have deemed relevant and appropriate. We have not independently verified the facts so relied on.

This opinion letter is limited to Marshall Islands Law and is as of the date hereof. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein.

Based on the foregoing, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that if, as and when the Shares have been issued after the consideration therefor received pursuant to the provisions of duly authorized award agreements in accordance with the terms of the Plan and the Organizational Documents, such Shares will be validly issued, fully paid and non-assessable.

We consent to the discussion of this opinion in the Registration Statement, the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under

US/80864922v2

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Section 7 of the Securities Act or the Rules, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act or the related Rules.

Very truly yours,

Watson Farley & Williams LLP

/s/ Watson Farley & Williams LLP

US/80864922v2

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Navigator Holdings Ltd. of our report dated March 27, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Navigator Holdings Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers LLP

Watford, United Kingdom

April 10, 2024

ACTIVE 108835900.21    

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 27, 2024, relating to the financial statements of Enterprise Navigator Ethylene Terminal LLC (not separately presented herein or incorporated by reference), appearing in the Annual Report on Form 20-F of Navigator Holdings Ltd for the year ended December 31, 2023.

/s/ Deloitte & Touche LLP

Houston, Texas

April 10, 2024

ACTIVE 108836091.1