Heritage Global Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☒Definitive Proxy Statement

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Dear Shareholders:

I am pleased to invite you to attend Heritage Global Inc.’s 2024 Annual Meeting of Shareholders on June 5, 2024 at 9:00 a.m. (Pacific Time). This year’s Annual Meeting will be avirtual meeting of shareholders held via a live audio webcast atwww.virtualshareholdermeeting.com/HGBL2024. For more information on how to register and attend this year’s Annual Meeting, please refer to the Information About the Annual Meeting of Shareholders and Voting section which begins on page 1 of the enclosed proxy statement.

The Notice of Annual Meeting and Proxy Statement that follows describes those matters to be voted on at the meeting. Your proxy card and our 2023 annual report are also enclosed.

Your vote is very important. This year, in addition to the items normally considered at the Annual Meeting, we are submitting for shareholder approval a proposal to amend and restate the Company's Articles of Incorporation. Though the changes are technical and administrative in nature, this is the first comprehensive restatement of our Articles of Incorporation since 1989. We believe that the changes will help the Company function more efficiently and effectively in the 21st Century. Whether or not you plan to attend the Annual Meeting, we recommend that you vote your shares through the enclosed proxy card, by internet or by telephone, to ensure your shares are represented at the Annual Meeting.

By Order of the Board of Directors,

Ross Dove

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders (the “Annual Meeting”) of Heritage Global Inc., which we refer to as the “Company,” will be held on June 5, 2024 at 9:00 a.m. (Pacific Time). This year’s Annual Meeting will be avirtual meeting of shareholders held via a live audio webcast at www.virtualshareholdermeeting.com/HGBL2024. No physical meeting will be held. For more information on how to register and attend this year’s Annual Meeting, please refer to the Information About the Annual Meeting of Shareholders and Voting section that begins on page 1 of the enclosed Proxy Statement. The Annual Meeting will be held for the following purposes:

To elect Barbara Sinsley as a Class III director;

To approve the adoption of our Second Amended and Restated Articles of Incorporation to make certain technical and administrative changes;

To ratify the appointment of UHY LLP as the Company’s independent auditor for the fiscal year ending December 31, 2024;

To approve, on an advisory, non-binding basis, the Company’s compensation of its named executive officers as disclosed in the attached Proxy Statement; and

To transact such other business, if any, as may be properly brought before the meeting or any adjournment or postponement thereof.

Only shareholders of record, as shown by the transfer books of the Company, at the close of business on April 8, 2024 are entitled to notice of, and to vote at, the Annual Meeting of Shareholders. The Company will make a list of shareholders available electronically on the virtual meeting website during the Annual Meeting for those attending the meeting.

You are requested to vote on these proposals whether or not you plan to attend the annual meeting. If you do not attend and vote, you can vote in one of three ways: (i) complete, sign and date the enclosed proxy card and return it promptly in the envelope provided; (ii) vote by internet pursuant to the instructions on the enclosed proxy card; or (iii) vote by telephone pursuant to the instructions on the enclosed proxy card. Your vote is important and very much appreciated. If you later desire to revoke your proxy for any reason, you may do so in the manner described in the attached Proxy Statement. For further information regarding the individual nominated as a director, the proposals being voted upon, use of the proxy and other related matters, you are urged to read the enclosed Proxy Statement.

By Order of the Board of Directors,

Ross Dove

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

12625 High Bluff Drive, Suite 305

San Diego, California 92130

PROXY STATEMENT

INFORMATION ABO