Heritage Global Inc 2025年度报告

HERITAGE GLOBAL INC. Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting companyEmerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.׀ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesNo The aggregate market value of Common Stock held by non-affiliates as of June 30, 2025, was approximately $66.8 million. As of March 1, 2026, there were 34,741,553shares of Common Stock, $0.01 par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART IIMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Item 5.Securities.15Item 6.[Reserved]15Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 7A.Quantitative and Qualitative Disclosures About Market Risk24Item 8.Financial Statements and Supplementary Data24Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure24Item 9A.Controls and Procedures25Item 9B.Other Information25Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections25 PART IIIItem 10.Directors, Executive Officers and Corporate Governance26Item 11.Executive Compensation26Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters26Item 13.Certain Relationships and Related Transactions, and Director Independence26Item 14.Principal Accountant Fees and Services26 PART IVItem 15.Exhibits and Financial Statement Schedules27Item 16.Form 10-K Summary29 Forward-Looking Information This Annual Report on Form 10-K for the year ended December 31, 2025 (the “Report”) contains certain “forward-lookingstatements” as defined by the Private Securities Litigation Reform Act of 1995 that are based on management’s exercise of businessjudgment as well as assumptions made by, and information currently available to, management. When used in this document, thewords “may,” “will,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” and words of similar import, are intended to identifyany forward-looking statements. You should not place undue reliance on these forward-looking statements. These sta