UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: September 11, 2019

Commission File Number: 001-33811

NAVIOS MARITIME PARTNERS L.P.

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes  ☐            No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ☐            No  ☒

This Report on Form 6-K is hereby incorporated by reference into the Navios Maritime Partners L.P. Registration Statement on Form F-3, File No. 333-215529.

On August 28, 2019, Navios Maritime Partners L.P. (“Navios Partners”) entered into a ninth amendment (the “Ninth Amendment”) to the Management Agreement (as amended, the “Management Agreement”) with Navios ShipManagement Inc. The Ninth Amendment, among other changes, extends the duration of the Management Agreement until January 1, 2025, with an automatic renewal for an additional five years, unless earlier terminated by either party, and provides for payment of a termination fee by Navios Partners in the event the Management Agreement is terminated on or before December 31, 2024. The Ninth Amendment also sets forth the management fees for the period through December 31, 2019 and the two-year period commencing January 1, 2020, which management fees exclude dry-docking expenses, which are reimbursed at cost by Navios Partners: (a) $4,225 and $4,350, respectively, daily rate per Ultra-Handymax vessel; (b) $4,325 and $4,450, respectively, daily rate per Panamax vessel; (c) $5,250 and $5,410, respectively, daily rate per Capesize vessel; (d) for the period through December 31, 2019, $6,700 daily rate per Post-Panamax Container vessel; (e) for the two-year period commencing January 1, 2020, $6,900 daily rate per Container vessel of TEU 6,800; and (f) effective in both periods, $50 per vessel daily rate for technical and commercial management services. Commencing January 1, 2022, the fees described in subsections (a), (b), (c) and (e) are subject to an annual increase of 3%, unless otherwise agreed. The Ninth Amendment is attached as Exhibit 4.1 to this report on Form 6-K (this “Report”) and is incorporated herein by reference.

On August 28, 2019, Navios Partners also entered into a third amendment (the “Third Amendment”) to the Administrative Services Agreement (as amended, the “Administrative Services Agreement”) with Navios ShipManagement Inc. to extend the duration of the Administrative Services Agreement until January 1, 2025, with an automatic renewal for an additional five years, unless earlier terminated by either party. The Third Amendment also provides for payment of a termination fee by Navios Partners in the event the Administrative Services Agreement is terminated on or before December 31, 2024. The Third Amendment is attached as Exhibit 4.2 to this Report and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

Exhibit 4.1

AMENDMENT NO. 9 TO THE MANAGEMENT AGREEMENT

This AMENDMENT NO. 9 TO THE MANAGEMENT AGREEMENT (the “Amendment”), dated as of August 28, 2019, is made by and between Navios Maritime Partners L.P., a Marshall Islands limited partnership (“NMLP”) and Navios ShipManagement Inc., a Marshall Islands corporation (“NSM”, and together with NMLP, the “Parties”) and amends the Management Agreement (the “Management Agreement”) entered into among the Parties on November 16, 2007 and the Amendments to the Management Agreement entered into among the Parties on October 27, 2009, October 21, 2011, October 30, 2013, August 29, 2014, February 10, 2015, May 4, 2015, February 4, 2016 and November 14, 2017 (together, with the Management Agreement, the “Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.

W I T N E S S E T H:

WHEREAS, the Parties desire to amend the Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

“Termination Fee” means the Fixed Daily Fees and the Management Fees for the full calendar year preceding the termination date.

“NOW THEREFORE, the parties agree that, in consideration for NSM providing the commercial and technical management services set forth in Schedule “A” to this Agreement (the “Services”), and subject to the Terms and Conditions set forth in Article I attached hereto, NMLP shall pay to NSM the fees set forth in Schedule “B” to this Agreement (the “Fees”) and, if applicable, the Extraordinary Fees and Costs.”

“Service Fee/Reimbursement of Costs and Expenses. In consideration for NSM providing the Services NMLP shall pay NSM the Fees as set out in Schedule “B” to this Agreement and the Extraordinary Fees and Costs, if applicable, and NMLP shall reimburse NSM for the actual costs and expenses incurred by NSM in the manner provided for in Schedule “B”.”

Section 9. Term and Termination. With respect to each of the Vessels, this Agreement shall commence on the Closing Date and shall continue until January 1, 2025 and shall be automatically renewed for a period of other five (5) years, unless terminated by either party hereto on not less than one hundred and twenty (120) days’ notice if:

If the Agreement is terminated on or before December 31, 2024, the Termination Fee is immediately due and payable to NSM.

“FEES AND COSTS AND EXPENSES

In consideration for the provision of the Services listed in Schedule “A” by NSM to NMLP, NMLP shall pay NSM:

[Remainder of page intentionally left blank. Signature page to follow.]

2

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.

NAVIOS MARITIME PARTNERS L.P.

NAVIOS SHIPMANAGEMENT INC.

[Signature Page – Amendment No. 9 to Management Agreement]

Exhibit 4.2

AMENDMENT NO. 3 TO THE ADMINISTRATIVE SERVICES AGREEMENT

This AMENDMENT NO. 3 TO THE ADMINISTRATIVE SERVICES AGREEMENT (this “Amendment”), dated as of August 28, 2019, is made by and between Navios Maritime Partners L.P., a Marshall Islands limited partnership (“NMLP”) and Navios ShipManagement Inc., a Marshall Islands corporation (“NSM”, and together with NMLP, the “Parties”) and amends the Administrative Services Agreement (the “Management Agreement”) entered into among the Parties on November 16, 2007, the Amendment No. 1 to the Administrative Services Agreement as entered into on October 21, 2011 and Amendment No. 2 to the Administrative Services Agreement as entered into on November 14, 2017 (together, with the Management Agreement, the “Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.

W I T N E S S E T H:

WHEREAS, the Parties desire to amend the Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

“Termination Fee” means the Cost and Expenses for the full calendar year preceding the termination date;

“Term And Termination. This Agreement shall have a term until January 1, 2025 and shall be automatically renewed for a period of other five (5) years, unless terminated by either party hereto on not less than one hundred and twenty (120) days’ notice if:”

If the Agreement is terminated on or before December 31, 2024, the Termination Fee is immediately due and payable to NSM.

[Remainder of page intentionally left blank. Signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.

[Signature Page – Amendment No. 3 to Administrative Services Agreement]