Heritage Global Inc.

DEF 14A 1 hgbl-20260416.htm DEF 14A

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

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to Rule 14a-12

HERITAGE GLOBAL INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.

☐Fee paid previously with preliminary materials.

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Shareholders:

I am pleased to invite you to attend Heritage Global Inc.’s 2026 Annual Meeting of Shareholders on June 3, 2026 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/HGBL2026. 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 2025 annual report are also enclosed.

Your vote is very important. 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 3, 2026 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/HGBL2026. 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 Michael Hexner and William Burnham as Class II directors;

To ratify the appointment of UHY LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026; 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 6, 2026 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

6130 Nancy Ridge Drive

San Diego, California 92121

PROXY STATEMENT

INFORMATION ABO