UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

Navios Maritime Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

Y62197119

(CUSIP Number)

Vasiliki Papaefthymiou, Esq.

Secretary

Navios Shipmanagement Holdings Corporation

85 Akti Miaouli Street, Piraeus, Greece 185 38

+302104595000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 3, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

Except as specifically amended and supplemented by this Amendment No. 13 (this “Amendment No. 13”), and by Amendment No. 1 filed on February 2, 2005, Amendment No. 2 filed on May 27, 2005, Amendment No. 3 filed on July 29, 2005, Amendment No. 4 filed on February 16, 2006, Amendment No. 5 filed on May 18, 2007, Amendment No. 6 filed on June 5, 2007, Amendment No. 7 filed on October 28, 2010, Amendment No. 8 filed on April 29, 2014, Amendment No. 9 filed on May 15, 2015, Amendment No. 10 filed on April 12, 2007, Amendment No. 11 filed on April 13, 2018, and Amendment No. 12 filed on September 9, 2019, all other disclosure contained in the Schedule 13D filed by the Reporting Persons on December 16, 2004 (the “Original Schedule 13D”) remain in full force and effect. The Original Schedule 13D together with each of the Amendments thereto is referred to herein as the “Schedule 13D.” Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

This Amendment No. 13 is being filed to add Navios Shipmanagement Holdings Corporation (the “NSM”) as a Reporting Person in connection with the issuance by Navios Maritime Holdings Inc. (the “Issuer”) of a Convertible Debenture, dated January 3, 2022 (the “Convertible Debenture”) with an initial principal amount of $24 million representing an upfront fee paid to NSM in respect of the NSM Loans described below under Item 3.

Item 1. Security and Issuer.

Item 1 is hereby amended and restated to read in its entirety as follows:

This Schedule 13D relates to Common Stock, par value $0.0001 per share, (“Common Stock”), of the Issuer. The Issuer is a corporation organized under the laws of the Republic of the Marshall Islands, with principal executive offices at Strathvale House, 90 N Church Street, P.O. Box 309, Grand Cayman, KY1-1104 Cayman Islands.

Item 2. Identity and Background.

Item 2 is hereby amended to include the following:

NSM is a corporation organized under the laws of the Republic of the Marshall Islands, with its office at 85 Akti Miaouli Street, Piraeus, Greece 185 38. Ms. Frangou is the Chief Executive Officer of and the beneficial owner of the equity securities of NSM

The name, principal occupation, principal business address and citizenship of each director and executive officer of the NSM is as set forth on Schedule A.

In the past five years, none of NSM or, to the knowledge of any Reporting Person, any person listed on Schedule A, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to include the following:

On December 13, 2021, NSM entered into two amended and restated loan agreements with the Issuer for an aggregate principal amount of $262.6 million.

NSM Loan I: On December 13, 2021, NSM and the Issuer entered into an amended and restated loan agreement (the “NSM Loan I”) amending and restating a loan agreement, dated August 29, 2019, between NSM and the Issuer. The effective date of the NSM Loan I was January 3, 2022. Under the terms of the NSM Loan I, NSM made available to the Issuer a secured term loan of up to $127.6 million comprising two tranches: (i) a first tranche of $48.6 million is a loan previously provided by NSM to the Issuer, and (ii) a second tranche of up to $79.1 million representing new loans available to be drawn by the Issuer. The NSM Loan I is repayable in quarterly installments of $5.0 million with the first installment due in the third quarter of 2023.

NSM Loan II: On December 13, 2021, NSM and the Issuer entered into an amended and restated loan agreement (the “NSM Loan II,” together with NSM Loan I, the “NSM Loans”) amending and restating a loan agreement, dated June 29, 2021, between NSM and the Issuer. The effective date of the NSM Loan II was January 3, 2022. Under the terms of the NSM Loan II,

NSM made available to the Company a secured term loan of up to $135.0 million comprising two tranches (i) a first tranche of $64.1 million is a loan previously provided by NSM to the Issuer, and (ii) a second tranche of up to $70.9 million representing new loans available to be drawn by the Issuer. The NSM Loan II is repayable in quarterly installments of $5.0 million with the first installment due in the third quarter of 2023.

Each of the NSM Loans matures on January 3, 2026 and bears interest at a rate of (i) 18% per annum until the Issuer’s outstanding 11.25% Senior Secured Notes (the “Senior Secured Notes”) due on August 15, 2022 are repaid in full and 16.5% per annum thereafter if interest is paid in kind (“PIK Interest”), and (ii) 13.5% per annum if interest is paid in cash. Interest on the NSM Loans is required to be paid in the form of PIK Interest for the first 18 months after the effective date of the NSM Loans, and thereafter in either cash or PIK Interest at the election of the Issuer. PIK Interest is paid by increasing the outstanding principal amount of the Convertible Debenture.

Under the terms of the NSM Loans, the Issuer may prepay such loans, provided that it pays prepayments premiums ranging from 5%-10% during the first 36 months payable. Such prepayment premiums are to be paid by the Issuer by increasing the outstanding principal amount of the Convertible Debenture.

The holder of the Convertible Debenture may at its election, at any time, convert all or a portion of the then outstanding principal amount (which, as noted above, will increase to reflect PIK Interest and prepayment premiums paid by the Issuer) and accrued interest under the Convertible Debenture into shares of Common Stock at a price per share of US$3.93 (subject to adjustment as provided for in the Convertible Debenture). The Convertible Debenture (with an initial principal amount of $24 million) was convertible into 6,106,871 shares of Common Stock as of January 3, 2022.

The Convertible Debenture matures on January 3, 2027 and accrues PIK interest at an annual rate of 4%. In connection with the issuance of the Convertible Debenture, the Issuer issued to NSM 1,000 shares of a newly created Series I Non-Economic Preferred Stock of the Issuer (the “Series I Shares”). The Series I Shares entitle the holder of the Convertible Debenture to cast a number of votes, voting together with the holders of shares of Common Stock, equal to the number of shares of Common Stock into which the Convertible Debenture is then convertible.

The description of the terms of the Convertible Debenture, Series I Shares and the NSM Loans above is qualified in its entirety by reference to the full text of the Convertible Debenture, dated January 3, 2022, between the Issuer and NSM, the Certificate of Designation, Preferences and Rights of Series I Non-Economic Preferred Stock of the Issuer, dated January 3, 2022, the Secured Loan Agreement, dated as of August 29, 2019, as amended and restated on December 13, 2021, between the Issuer and NSM, and the Secured Loan Agreement, dated as of June 29, 2021, as amended and restated on December 13, 2021, between the Issuer and NSM, which are included as Exhibits 99.1, 99.2, 99.3 and 99.4 hereto and incorporated herein by reference.

Item 4. Purpose of the Transaction.

The information set forth in Item 3 above is hereby incorporated by reference in response to this Item 4 and Item 4 is hereby further amended to include the following:

NSM provided the NSM Loans to provide the Issuer with $150.0 million of additional proceeds to be used by the Issuer, together with up to $287 million to be provided to the Issuer under two commercial bank facilities and four sale leaseback agreements, to repay the Issuer’s outstanding 7.375% First Priority Ship Mortgage Notes (“Ship Mortgage Notes”) due January 15, 2022 and redeem $50.0 million of the Issuer’s outstanding Senior Secured Notes. In addition, in connection with the NSM Loans, NSM released approximately $300.0 million of collateral (including approximately $158.9 million of Ship Mortgage Notes), allowing the Issuer to grant additional collateral as security for the commercial credit facilities and sale and leaseback agreements.

Item 5. Interest in Securities of Issuer.

(a) Ms. Frangou beneficially owns and has the sole voting power and/or dispositive power over an aggregate of 10,162,207 shares of Common Stock, such shares representing approximately 34.8% of the issued and outstanding shares of Common Stock of the Issuer based on 22,784,357 shares of Common Stock issued and outstanding as of December 31, 2021 (excluding 2,414,263 shares of Common Stock held as of December 31, 2021 by Navios Corporation, a wholly owned subsidiary of the Issuer, that are considered treasury shares), based on information provided by the Issuer, plus the 6,456,871 shares of Common Stock in the aggregate underlying vested options and the Convertible Debenture described herein which shares of Common Stock are (although not yet issued) deemed outstanding and included pursuant to Rule 13d-3(d)(1)(i) under the Act. The number of shares beneficially owned by Ms. Frangou includes vested options to purchase 350,000 shares of Common Stock held by Ms. Frangou,

as well as 1,272,793 shares of Common Stock owned indirectly through Amadeus Maritime S.A., 1,374,219 shares of Common Stock owned indirectly through Raymar Investments S.A., and the 6,106,871 shares of Common Stock that are (although not yet issued) initially issuable upon conversion of a Convertible Debenture described herein as of January 3, 2022 owned indirectly through NSM.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Items 3 and 4 above is hereby incorporated by reference in response to this Item 6.

Item 7. Materials to be Filed as Exhibits.

Item 7 of Schedule 13D is hereby supplemented to include the following:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 10, 2022

Schedule A

NSM

Directors and Executive Officers

The business address for each director and executive officer of NSM is 85 Akti Miaouli Street, Piraeus, Greece 185 38.

EXHIBITS

Exhibit 99.1

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ISSUED OR SOLD TO THE HOLDER HEREOF IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

NAVIOS MARITIME HOLDINGS INC.

CONVERTIBLE DEBENTURE

No. NM - 1

FOR VALUE RECEIVED, NAVIOS MARITIME HOLDINGS INC., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”), hereby promises to pay to Navios Shipmanagement Holdings Corporation or its registered and permitted assigns (the “Holder”) the amount set out above as the Original Principal Amount, as the same may be reduced pursuant to the terms hereof upon conversion or otherwise, or increased pursuant to the terms hereof contemplating payment of PIK Interest (as defined below) or Loan Agreement Increase Events (as defined below) (as so reduced or increased, the “Principal Amount”) when due, on the Maturity Date (as defined below), upon acceleration or otherwise (in each case in accordance with the terms hereof) and to pay interest (the “Interest”) on any outstanding Principal Amount at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date, acceleration, conversion or otherwise (in each case in accordance with the terms hereof).

This Convertible Debenture (including all Convertible Debentures issued in exchange, transfer or replacement hereof, this “Debenture”) is issued pursuant to the terms of the Loan Agreement originally entered into between the Company and the Holder on August 29, 2019, as amended and restated on December 13, 2021 (the “Amended and Restated 2019 Loan Agreement”) and the Loan Agreement originally entered into on June 29, 2021, as amended and restated on December 13, 2021 (the “Amended and Restated 2021 Loan Agreement” and, together, the “Loan Agreements”). All capitalized terms used in this Debenture but not otherwise defined herein have the meanings set forth in Section 7.

SECTION 1 - GENERAL TERMS

On the Maturity Date, the Company shall pay the Holder an amount in immediately available funds denominated in United States dollars representing all the outstanding Principal Amount and accrued and unpaid Interest to but excluding such date. The “Maturity Date” shall be January 3^rd, 2027 or such later date requested by the Company as the Holder may agree in its absolute discretion. Other than as expressly permitted by this Debenture, the Company may not prepay or redeem any portion of the outstanding Principal Amount without the prior written consent of the Holder.

Upon the happening of any event or circumstance subsequent to the Issuance Date pursuant to which, under the terms of either or both Loan Agreements, the Principal Amount of this Debenture shall be deemed to be increased (including but not limited to as a result of the election by the Company to not pay all or a portion of the interest due in cash under either or both such Loan Agreements) (each, a “Loan Agreement Increase Event”), the Principal Amount of this Debenture shall be deemed increased by the principal amount contemplated as of the relevant date under the terms of the applicable Loan Agreement(s).

The Holder and the Company shall maintain records showing any such increases in the Principal Amount as a result of Loan Agreement Increase Events under this Section 1(b), as well as increases in the Principal Amount as a result of PIK Interest under Section 1(c), and decreases in the Principal Amount and Interest as a result of conversions pursuant to Sections 2 or 3, and the dates of any such increases or decreases, in order to facilitate conversions of this Debenture from time to time pursuant to its terms without physical surrender.

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Interest shall accrue daily on the outstanding balance of the Principal Amount at a rate equal to 4% per annum (“Interest Rate”) from the Issuance Date to (but excluding) the Maturity Date (or sooner if upon conversion or acceleration by the Holder as provided herein). Interest will be payable quarterly in arrears on the same dates on which interest payments are due and payable under the Loan Agreements, in each case by adding the accrued amounts of Interest to the then outstanding Principal Amount due under this Debenture (the “PIK Interest”). Interest will be payable to the Holder or its registered and permitted assignee. Notwithstanding any other provision of this Debenture, Interest that is paid in the form of PIK Interest in the manner specified in this Section 3(c) shall be considered paid, and shall not be considered overdue. Interest shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed during the period.

The Company has issued this Debenture as part of a unit with 1,000 shares of Series I Non-Economic Preferred Stock of the Company (the “Series I Preference Shares”) reflecting the terms set forth in the Certificate of Designation, Preferences and Rights of the Series I Preference Shares of the Company. The Series I Preference Shares are not detachable from this Debenture and this Debenture (or, if less than the entire outstanding Principal Amount is to be sold, assigned or otherwise transferred, the relevant portion hereof) accordingly may not be sold, assigned or otherwise transferred except in conjunction with a simultaneous sale of (or, as applicable, a proportional portion of) the Series I Preference Shares.

SECTION 2 - EVENTS OF DEFAULT

An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

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During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred and is continuing, the full unpaid Principal Amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become at the Holder’s election, immediately due and payable in immediately available funds denominated in United States dollars; provided, however, the Holder may request (but shall have no obligation to request) payment of such amounts in Common Stock of the Company. If an Event of Default occurs and, following written notice from each Holder to the Company, for so long thereafter following such notice as such Event of Default remains uncured, without duplication of any default interest otherwise payable under the terms of the Loan Agreements, the Interest Rate on this Debenture shall immediately increase by 2% per annum in excess of the interest rate specified in Section 1(c) to the extent lawful and shall remain at such increased interest rate until the applicable Event of Default is cured. Furthermore, in addition to any other remedies, the Holder shall have the right (but not the obligation) to convert this Debenture at any time (x) after the occurrence and during the continuance of an Event of Default at the Conversion Price then in effect or (y) on or after the Maturity Date at the Conversion Price then in effect. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind (other than required notice of conversion) and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

SECTION 3 - CONVERSION OF DEBENTURE

This Debenture shall be convertible into shares of the Company’s Common Stock, on the terms and conditions set forth in this Section 3.

At any Trading Day on or after the Issuance Date, on one or more occasions, the Holder shall be entitled to convert, at its option, any Conversion Amount into fully paid and non-assessable shares of Common Stock in accordance with this Section 3.

At any time at or following the repayment in full of both Loan Agreements, if the VWAP per share of Common Stock is greater than the Mandatory Conversion Price for each of at least twenty (20) Trading Days in any period of thirty (30) consecutive Trading Days (such thirty (30) consecutive Trading Day period, the “Trading Period”), the Company may elect to convert (a “Mandatory Conversion”) the entire Principal Amount and accrued Interest (to but excluding the Mandatory Conversion Date (as defined below)) of this Debenture (in whole but not in part) into shares of Common Stock (the date selected by the Company for any Mandatory Conversion pursuant to this Section 3(b), the “Mandatory Conversion Date”).

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SECTION 4 - ADJUSTMENTS TO CONVERSION PRICE AND MANDATORY CONVERSION PRICE; PRO RATA DISTRIBUTIONS

The Conversion Price shall be subject to adjustment from time to time as follows:

Whenever there is an adjustment pursuant to this Section 4, the Company shall promptly mail to the Holder a notice setting forth the Conversion Price and the Mandatory Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

During such time as this Debenture is outstanding, if the Company shall declare or make any dividend whether or not permitted, or make any other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon conversion of this Debenture immediately before the date of which a record is taken for such Distribution (or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution).

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SECTION 5 - REISSUANCE OF THIS DEBENTURE

If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will, subject to Section 5(e), forthwith issue and deliver upon the order of the Holder a new Debenture (in accordance with Section 5(d)), registered in the name of the registered transferee or assignee, representing the outstanding Principal Amount being transferred by the Holder and, if less than the entire outstanding Principal Amount is being transferred, a new Debenture (in accordance with Section 5(d)) to the Holder representing the outstanding Principal Amount not being transferred. Upon accepting this Debenture, the Holder and any assignee acknowledge and agree that, by reason of conversion of any portion of this Debenture, the outstanding Principal Amount represented by this Debenture may be less than the Principal Amount stated on the face of this Debenture.

Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Debenture, the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section 5(d)) representing the outstanding Principal Amount.

This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Debenture or Debentures (in accordance with Section 5(d)) representing in the aggregate the outstanding Principal Amount of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal Amount as is designated by the Holder at the time of such surrender.

Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture, the Principal Amount remaining outstanding (or in the case of a new Debenture being issued pursuant to Section 5(a) or Section 5(c), the Principal Amount designated by the Holder which, when added to the principal represented by the other new Debentures issued in connection with such issuance, does not exceed the Principal Amount remaining outstanding under this Debenture immediately prior to such issuance of new Debentures), (iii) shall have an issuance date, as indicated on the face of such new Debenture, which is the same as the Issuance Date of this Debenture, and (iv) shall have the same rights and conditions as this Debenture. For the avoidance of doubt, the issuance of a new Debenture shall not release the Company’s obligations with respect to any accrued and unpaid Interest payable on the Principal Amount remaining outstanding.

This Debenture (or any portion hereof) may be assigned or transferred by the Holder to another person only in connection with an assignment or participation by the Holder in its capacity as Lender under and as defined in any of the Loan Agreements and in any event in a Principal Amount corresponding to the percentage of the aggregate Advances under and as defined in the Loan Agreements assigned or participated to such person, in each case as reflected in the Registers under and as defined in the Loan Agreements.

In addition, this Debenture (or any portion hereof) (and any Common Stock that may be issued on conversion of this Debenture as contemplated herein) may be offered, sold, pledged or otherwise transferred only (i) pursuant to an effective registration statement under the Securities Act, or (ii) pursuant to any other exemption from the registration requirements of the Securities Act.

SECTION 6 - MERGER

The Company shall not merge or consolidate with or into or directly or indirectly sell all or substantially all of its properties and assets to any other person unless: (i) the Company is the surviving person; and (ii) immediately after giving effect to the transaction, no Event of Default (or any event which is, or after notice or passage of time or both would be, an Event of Default), shall have occurred and be continuing.

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SECTION 7 - NOTICES AND OTHER

or at such other address and/or electronic email address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s computer containing the time, date, recipient’s electronic mail address and the text of such electronic mail or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by electronic mail or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

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SECTION 8 - CERTAIN DEFINITIONS

For purposes of this Debenture, the following terms shall have the following meaning:

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[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date set forth above.

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Exhibit 99.2

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF

SERIES I NON-ECONOMIC PREFERRED STOCK

OF

NAVIOS MARITIME HOLDINGS INC.

(Pursuant to Section 35(5) of the

Business Corporations Act of the Associations Law of

the Republic of the Marshall Islands)

The undersigned, Ms. Angeliki Frangou and Ms. Vasiliki Papaefthymiou, do hereby certify:

RESOLVED, that, pursuant to the authority expressly granted to and vested in the Board of Directors (the “Board of Directors”) of Navios Maritime Holdings Inc. (the “Company”) by the provisions of the Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) of the Company and its Bylaws, and in accordance with Section 35(5) of the Business Corporation Act of the Associations Law of the Republic of the Marshall Islands (the “BCA”), there is hereby created, out of the 976,968 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), of the Company’s remaining authorized, unissued and undesignated, a series of the Preferred Stock, which series shall have the following powers, designations, preferences and relative, optional or other rights, and the following qualifications, limitations and restrictions (in addition to any powers, designations, preferences and relative, optional or other rights, and any qualifications, limitations and restrictions set forth in the Articles of Incorporation which are applicable to the Preferred Stock):

Section 1. Designation of Amount and Rank.

The shares of such series of Preferred Stock created hereby shall be designated the “Series I Non-Economic Preferred Stock” (the “Series I Non-Economic Preferred Stock”), par value $0.0001 per share. The number of shares of Series I Non-Economic Preferred Stock shall initially be 1,000, which number the Board of Directors may from time to time increase or decrease (but not below the number then-outstanding). The shares of the Series I Non-Economic Preferred Stock are expressly subordinated to the Company’s shares of 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock, 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock and any class or series of capital stock established after the issue date of the Series I Non-Economic Preferred Stock the terms of which class or series expressly provide that it ranks senior to the Series I Non-Economic Preferred Stock, in each case as to dividends and distributions upon any Liquidation Event (as defined below).

Section 2. Liquidation.

The holders of shares of the Series I Non-Economic Preferred Stock shall not be entitled to receive out of the assets of the Corporation or other proceeds legally available for distribution, with respect to such shares, in excess of the par value thereof, in the event of a dissolution, winding up of the affairs or liquidation of the Company, whether voluntary or involuntary (a “Liquidation Event”), and the holders of shares of the Series I Non-Economic Preferred Stock shall only be entitled to receive in respect of such shares the par value thereof in connection with any Liquidation Event if and only if the applicable liquidation preference of all then outstanding shares of Preferred Stock (other than the Series I Non-Economic Preferred Stock) plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends shall have been declared) shall have been paid to the holders of such outstanding shares of Preferred Stock; provided that holders of shares of the Series I Non-Economic Preferred Stock shall be entitled to receive in

respect of such shares the par value thereof in connection with any Liquidation Event before any payment shall be made or any assets distributed to the holders of any class or series of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”).

Section 3. Dividends.

The holders of the shares of Series I Non-Economic Preferred Stock shall have no entitlements to receive dividends in respect of their shares of Series I Non-Economic Preferred Stock.

Section 4. Voting Rights.

Section 5. Transfer Restrictions.

The shares of Series I Non-Economic Preferred Stock may not be sold, assigned or otherwise transferred except in conjunction with a simultaneous sale of all or a portion of the outstanding principal amount of the Convertible Debenture.

Section 6. Other Rights.

The Series I Non-Economic Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth in this Certificate of Designation, the Articles of Incorporation, the Bylaws or as provided by applicable law.

RESOLVED FURTHER, that the President, Chief Executive Officer or any Vice President and the Secretary or any Assistant Secretary of this Company be, and they hereby are, authorized and directed to prepare and file a Certificate of Designation of Rights, Preferences and Privileges in accordance with the foregoing resolution and the provisions of Marshall Islands law and to take such actions as they may deem necessary or appropriate to carry out the intent of the foregoing resolution.

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

We further declare under penalty of perjury that the matters set forth in the foregoing Certificate of Designation, Preferences and Rights are true and correct of our own knowledge.

Executed in Piraeus, Greece on January 3^rd, 2022.