Navios Maritime Partners LP美股招股说明书(2026-06-04版)

NAVIOS MARITIME PARTNERS L.P. COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS DEBT SECURITIES We may, from time to time, in one or more offerings, offer and sell up to $500,000,000 aggregate principal amount of common units and/or debtsecurities. The securities covered by this prospectus may be offered and sold from time to time at fixed prices, at market prices or at negotiated prices, inthe same offering or in separate offerings, to or through underwriters and also to other purchasers or through agents. We will set forth the names of anyunderwriters or agents in the accompanying prospectus supplement. Our common units are listed on the New York Stock Exchange under the symbol “NMM.” On June2, 2026, the last reported sales price of our commonunits on the New York Stock Exchange was $72.08 per common unit. Each time we sell securities pursuant to this prospectus, we will provide a supplement to this prospectus that contains specific information about theoffer or, the offering and the specific terms of the securities offered. This prospectus may not be used to consummate a sale of securities by us unlessaccompanied by the applicable prospectus supplement. You should read this prospectus and the applicable prospectus supplement carefully before youinvest in our securities. Investing in our common units involves risks that are described in the “Risk Factors” section beginning on page8 ofthis prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus may not be used to consummate sales of securities unless it is accompanied by a prospectus supplement. The date of this prospectus is June 4, 2026. Table of Contents You should rely only on the information contained in or incorporated by reference into this prospectus. We have not, and the underwriters havenot, authorized anyone to provide you with additional information or information different from that contained in or incorporated by reference into thisprospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, makingan offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in thisprospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects mayhave changed since that date. TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSOFFER STATISTICS AND EXPECTED TIMETABLEFORWARD-LOOKING STATEMENTSOFFER AND LISTING DETAILSUSE OF PROCEEDSCAPITALIZATION AND INDEBTEDNESSINFORMATION REGARDING THE MARKET FOR OUR COMMON UNITSTHE SECURITIES WE MAY OFFERCOMMON UNITSDEBT SECURITIESLEGAL OWNERSHIP OF SECURITIESPLAN OF DISTRIBUTIONOUR CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONSMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSMARSHALL ISLANDS TAX CONSEQUENCESLEGAL MATTERSMATERIAL CHANGESEXPERTSINTERESTS OF EXPERTS AND COUNSELEXPENSESINCORPORATION OF CERTAIN INFORMATION BY REFERENCEWHERE YOU CAN FIND ADDITIONAL INFORMATIONENFORCEABILITY OF CIVIL LIABILITIES AND INDEMNIFICATION FOR SECURITIES ACT LIABILITIESi Table of Contents ABOUT THIS PROSPECTUS As used in this prospectus, references to “Navios Maritime Partners L.P.,” “the Company,” “we,” “our,” “us” and similar terms refer to NaviosMaritime Partners Limited Partnership. References in this prospectus to “Olympos Maritime” or the “General Partner” refer to Olympos Maritime Ltd., our General Partner. References inthis prospectus to our “IPO” refer to our initial public offering, which was consummated on November12, 2007. This prospectus and any applicable prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securitiesother than the registered securities to which they relate. We are not making offers to sell our common units or any other securities described in thisprospectus in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualifiedto do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus is part of a registration statement that we filed with theU.S. Securities and Exchange Commission (the “SEC”), utilizing a “shelf” registration process. Under this shelf process, we may sell any combinationof the securities described in this prospectus in one or more offerings up to a total dollar amount of U.S. $500,000,000. We have provided to you in thisprospectus a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will containspecific information about the terms of that offe