Steel Partners L P : 2022 Annual Meeting Proxy Statement

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

(Amendment No. )

• 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 Under Rule 14a-12

Steel Partners Holdings L.P.

(Name of the Registrant as Specified In Its Charter)

Not Applicable

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

Payment of Filing Fee (Check all boxes that apply):

• 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.

STEEL PARTNERS HOLDINGS L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

NOTICE OF ANNUAL MEETING OF LIMITED PARTNERS

To Be Held June 1, 2023

April 20, 2023

To our Limited Partners:

You are cordially invited to attend the 2023 Annual Meeting of Limited Partners (the "Annual Meeting") of Steel Partners Holdings L.P. (the "Company") to be held on June 1, 2023, at 12:00 p.m. (New York Time), and any postponements or adjournments thereof. This year's Annual Meeting will be held in a virtual meeting format only. You will be able to attend the Annual Meeting virtually and vote and submit questions during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/SPLP2023. Items of business at the Annual Meeting will be:

1. To elect five independent directors to serve on the Board of Directors of our general partner, Steel Partners Holdings GP Inc.
2. To approve, on a non-binding, advisory basis, the compensation of our named executive officers.
3. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
4. To amend and restate the Company's Ninth Amended and Restated Agreement of Limited Partnership to provide for the cash-out at fair value of a fractional common unit in lieu of the issuance of a fractional common unit in the event a distribution, subdivision or combination would result in a unitholder being issued less than one (1) whole common unit.
5. To transact any other business as may properly come before the Annual Meeting or any postponement or adjournments of the Annual Meeting. Each holder of record is entitled to one vote for each common unit held at that time.

We have elected to take advantage of the Securities and Exchange Commission's rule that allows us to furnish our proxy materials to our unitholders over the Internet. We believe electronic delivery will expedite the receipt of materials and, by printing and mailing a smaller volume, will reduce the environmental impact of our annual meeting materials and help lower our costs. On or about April 20, 2023, a notice of Internet availability of proxy materials (the "Notice of Internet Availability") was mailed to holders of record of the Company's LP Units, at the close of business on April 4, 2023. This Notice of Internet Availability contains instructions on how unitholders may access online the notice of the Annual Meeting (the "Notice of Annual Meeting"), the 2023 proxy statement (the "Proxy Statement"), the annual report on Form 10-K for the 2022 fiscal year (the "Annual Report" or "Annual Report on Form 10-K") and the annual letter to stakeholders (the "Stakeholder Letter"). You will not receive a printed copy of these materials unless you specifically request one. The Notice of Internet Availability contains instructions on how to receive a paper copy of the proxy materials.

These items of business are more fully described in the attached Proxy Statement.

Your vote is important to us, regardless of whether or not you plan to attend the Annual Meeting. We encourage you to participate in the Annual Meeting, either by attending the Annual Meeting virtually or by voting online or by telephone or by completing, dating, signing and promptly returning the enclosed proxy card (if you are a record holder of LP Units) or voting instruction card (if you own LP Units in street name) in the enclosed postage-paid envelope before the Annual Meeting. This will assure that your LP Units are represented at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SPECIAL MEETING TO BE HELD ON JUNE 1, 2023

This Notice of Annual Meeting and Proxy Statement, the Annual Report and the Stakeholder Letter are available on our website, www.steelpartners.com, under "Investor Relations - SEC Filings".

By Order of the Board of Directors.

/s/ Warren G. Lichtenstein

WARREN G. LICHTENSTEIN

Executive Chairman

STEEL PARTNERS HOLDINGS L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

PROXY STATEMENT

Annual Meeting of Limited Partners

This proxy statement (this "Proxy Statement") is being furnished to the unitholders of Steel Partners Holdings L.P., a Delaware limited partnership (the "Company," "we" or "us"), in connection with the solicitation of proxies by the Board of Directors (the "Board") of Steel Partners Holdings GP Inc., the general partner of the Company (the "General Partner"), for use at the 2023 Annual Meeting of Limited Partners of the Company (the "Annual Meeting") to be held on June 1, 2023, at 12:00 p.m. (New York Time), and any postponements or adjournments thereof. This year's Annual Meeting will be held in a virtual meeting format only. You will be able to attend the Annual Meeting virtually and vote and submit questions during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/SPLP2023, where you will be able to vote electronically and submit questions during the Annual Meeting. For more information, see "Questions and Answers about the Annual Meeting and Voting."

At the Annual Meeting, unitholders will be asked to consider and vote on the following proposals:

1. To elect five independent directors to serve on the Board.
2. To approve, on a non-binding, advisory basis, the compensation of our named executive officers.
3. To ratify the selection of Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
4. To amend and restate the Company's Ninth Amended and Restated Agreement of Limited Partnership (the "LP Agreement") to provide for the cash-out at fair value of a fractional common unit in lieu of the issuance of a fractional common unit in the event a distribution, subdivision or combination would result in a unitholder being issued less than one (1) whole common unit (the "Fractional Units Cash-out Proposal").
5. To transact any other business as may properly come before the Annual Meeting or any postponement or adjournments of the Annual Meeting.

The Board unanimously recommends that unitholders vote "FOR" each of these proposals.

The Board has fixed the close of business on April 4, 2023 (the "Record Date") as the record date for the determination of the holders of our limited partnership units, entitled to notice of, and to vote, at the Annual Meeting. At the close of business on the Record Date, there were 21,671,949 common units outstanding with voting rights. Each common unit entitles the holder thereof (the "unitholder") to cast one vote on each matter submitted for a vote at the Annual Meeting. There was no other class of common units outstanding, or other limited partnership units with voting rights, outstanding as of the Record Date. Our 6.0% Series A preferred units, no par value ("Series A Preferred Units"), are limited partnership units, but do not have voting rights except on limited matters, none of which are presented for a vote of the unitholders at the Annual Meeting. Thus, when we refer to "LP Units" in this Proxy Statement, we mean common units with voting rights.

Unitholders may vote online during the virtual Annual Meeting. Alternatively, they may vote by proxy,

1. if unitholders of record, by completing the enclosed proxy card and returning it in the enclosed postage prepaid envelope or, as indicated on the proxy card, by voting on the Internet or by voting by telephone, or (ii) if beneficial owners of LP Units, by following the instructions of their bank, broker or third-party nominee on the voting instruction form.

On or about April 20, 2023, a notice of internet availability of proxy materials (the "Notice of Internet Availability") was mailed to unitholders. This Notice of Internet Availability contains instructions on how unitholders may access online the notice of Annual Meeting, the Proxy Statement, the Annual Report on Form 10-K for the fiscal

1

year ending December 31, 2022 (the "Annual Report" or "Annual Report on Form 10-K") and the letter to stakeholders (the "Stakeholder Letter"). You will not receive a printed copy of these materials unless you specifically request one. The Notice of Internet Availability contains instructions on how to receive a paper copy of the proxy materials.

YOUR VOTE IS IMPORTANT TO US, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. WE ENCOURAGE YOU TO PARTICIPATE IN THE ANNUAL MEETING, EITHER BY ATTENDING THE ANNUAL MEETING VIRTUALLY OR BY VOTING BEFOREHAND ONLINE OR BY TELEPHONE OR BY COMPLETING, DATING, SIGNING AND PROMPTLY RETURNING YOUR PROXY CARD (IF YOU ARE A RECORD HOLDER OF LP UNITS) OR VOTING INSTRUCTION CARD (IF YOU OWN LP UNITS IN STREET NAME) IN THE PROVIDED POSTAGE-PAID ENVELOPE BEFORE THE ANNUAL MEETING. THIS WILL ENSURE THAT YOUR LP UNITS ARE REPRESENTED AT THE ANNUAL MEETING.

2

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why am I being provided with these materials?

At the Annual Meeting, unitholders will be asked to consider and cast a vote on the following matters: the election of five independent directors to the Board; the approval, on a non-binding, advisory basis, of the compensation of our named executive officers; the amendment and restatement to the LP Agreement; and the ratification of the selection of our independent registered public accounting firm.

The Board does not know of any matters to be brought before the Annual Meeting other than as set forth in the notice of Annual Meeting. If any other matters properly come before the Annual Meeting, the persons named in the enclosed form of proxy or their substitutes will vote in accordance with their best judgment on such matters.

We are providing you with a Notice of Internet Availability and access to these proxy materials in connection with the solicitation by the Board to be used at the Annual Meeting and at any adjournment or postponement thereof. The Notice of Internet Availability will be sent to unitholders of record and beneficial unitholders as of the Record Date starting on or about April 20, 2023. The proxy materials, including the Notice of Annual Meeting, this Proxy Statement, the Annual Report and the Stakeholder Letter (collectively, the "Proxy Materials"), will be made available to unitholders on the Internet on or about April 20, 2023.

When and where is the Annual Meeting taking place?

• Date and Time. The Annual Meeting will be held on June 1, 2023 at 12:00 p.m. (New York Time), and at any postponements and adjournments thereof. There will be no physical meeting location. The meeting will only be conducted via webcast.
• Access to the Webcast of the Annual Meeting. The webcast of the Annual Meeting will begin promptly at 12:00 p.m. (New York Time). Online access to the webcast will open approximately thirty minutes prior to the start of the Annual Meeting to allow time for you to log in and test your computer audio system. We encourage you to access the meeting prior to the start time.

• Log-inInstructions.To attend the Annual Meeting, log in at www.virtualshareholdermeeting.com/SPLP2023. You will need your unique control number included on your Notice of Internet Availability, your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your Proxy Materials.

• Submission of Questions at the Annual Meeting. Once online access to the Annual Meeting is open, unitholders may submit questions, if any, on www.virtualshareholdermeeting.com/SPLP2023. You will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your Proxy Materials. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

Who can attend the Annual Meeting?

Only holders of LP Units as of the Record Date, their proxy holders and our invited guests may attend the Annual Meeting.

What if I have technical or logistical difficulties accessing the virtual Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting webcast log-in page.

What if I lost my control number but would like to attend the Annual Meeting?

If you lose your control number, you will still be able to log into the Annual Meeting webcast as a guest. To view the Annual Meeting webcast, please visit www.virtualshareholdermeeting.com/SPLP2023 and register as a guest. However, if you log in as a guest, you will not be able to vote your LP Units or submit questions during the Annual Meeting.

3

How many LP Units must be present to hold the Annual Meeting?

Only holders of record of the Company's LP Units with voting rights at the close of business on April 4,

2023 will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 21,671,949 LP Units outstanding with voting rights (all of which were common units). In order for us to conduct the Annual Meeting, a majority of the voting power of the LP Units outstanding on the Record Date, represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and "broker non-votes" (as defined below under "What are the effects of abstentions or 'broker non-votes'?") are counted as present for purposes of determining a quorum at the Annual Meeting.

As used in this Proxy Statement, consistent with the definition of such term in the Ninth Amended and Restated Agreement of Limited Partnership (the "LP Agreement"), "LP Units outstanding" excludes LP Units owned by the Company or its subsidiaries.

How many votes are required to approve each proposal, how are votes counted and how does the Board recommend I vote?

Each LP Unit entitles the holder thereof as of the Record Date to cast one vote on the following matters submitted for a vote of the unitholders at the Annual Meeting. The following sets forth the voting standards for each of the proposals, including the effects of "FOR," WITHHOLD" and "AGAINST" votes, abstentions and "broker non-votes". For more information on "broker non-votes," see "What are the effects of abstentions and 'broker non-votes'?"

Proposal 1: Election of Directors. Pursuant to the LP Agreement, dated as of June 1, 2022, the director nominees receiving a plurality of the votes cast during the Annual Meeting will be elected to fill seats on the Board. "WITHHOLD" votes will not be counted as votes "FOR" or "AGAINST," and "broker non-votes" will have no effect on the outcome of, the election of any director nominee in this proposal. Unitholders do not have the right to cumulate their votes in the election of directors.

The Board unanimously recommends a vote "FOR" all director nominees.

Proposal 2: Approval of Named Executive Officer Compensation. The approval, on a non-binding,advisory basis, of the compensation of the Company's named executive officers requires the affirmative vote of the holders of a majority of the voting power of the outstanding LP Units entitled to vote and present in person or by proxy at the Annual Meeting. The vote is advisory and therefore not binding on the compensation committee of the Board (the "Compensation Committee"), the Board or the Company. Abstentions will be counted as votes "AGAINST," and "broker non-votes"will have no effect on the outcome of, this proposal.

The Board unanimously recommends a vote "FOR" this proposal.

Proposal 3: Selection of Independent Registered Public Accounting Firm. Ratification of the selection of Deloitte as our independent registered public accounting firm for the year ending December 31, 2023 requires the affirmative vote of the holders of a majority of the voting power of the outstanding LP Units entitled to vote and present in person or by proxy at the Annual Meeting. The vote is advisory and therefore not binding on the audit committee of the Board (the "Audit Committee"), the Board or the Company. Abstentions will be counted as votes "AGAINST" this proposal, and there will be no "broker non-votes"for this proposal.

The Board unanimously recommends a vote "FOR" this proposal.

Proposal 4: Approval of the Fractional Units Cash-out Proposal. The approval of the amendment and restatement to the LP Agreement to provide for the cash-outat fair value of common units in lieu of the issuance of fractional common units, in the event a distribution, subdivision or combination would result in a unitholder being issued less than one (1) whole common unit, requires the affirmative vote of a majority of the voting power of the outstanding voting LP Units. Abstentions will be counted as votes "AGAINST" this proposal, and there will be no "broker non-votes"for this proposal.

The Board unanimously recommends a vote "FOR" this proposal.

4

We have been advised that it is the intention of Steel Partners, Ltd. ("SPL") to vote the LP Units over which it has voting power "FOR" all nominees for director in Proposal No. 1 and in favor of Proposal Nos. 2, 3 and 4. SPL beneficially owned approximately 31.2% of our outstanding LP Units as of the Record Date. See the LP Units beneficial ownership table set forth in "LP Unit Ownership of Principal Unitholders and Management" below for information regarding the beneficial ownership of our LP Units.

How do I vote my units without attending the Annual Meeting?

• If you are a "record holder" (meaning your LP Units are held in your own name through our transfer agent, American Stock Transfer & Trust Company, LLC, or you are in possession of unit certificates), please follow the instructions on your proxy card to indicate how you would like to vote. You may submit your vote before the Annual Meeting by: (a) Internet at www.proxyvote.com or (b) telephone by calling 1-800-690-6903. Additionally, if you received your materials for the Annual Meeting by mail and do not wish to vote by Internet or telephone, you may mail a completed proxy card, in the prepaid envelope that was provided with your Annual Meeting materials. If no specification is made on a signed and returned proxy card or voting instruction card, the LP Units represented by the proxy will be voted "FOR" the election to the Board of each of the five nominees named on the proxy card or voting instruction card, "FOR" the advisory vote on approval of the compensation of our named executive officers, "FOR" ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2023, "FOR" approval of the Fractional Units Cash-out Proposal, and, if any other matters are properly brought before the Annual Meeting, the proxy will be voted as the Board may recommend.
• If you are a "beneficial owner" (meaning your LP Units are held for you in "street name" through a bank, broker or other nominee), please follow the instructions on the voting instruction card you received to have your LP Units voted and, if needed, to change or revoke your selection (or contact your bank, broker, or other nominee for instructions). The availability of Internet and telephone voting outside of the Annual Meeting will depend on the voting procedures of your bank, broker or other nominee.

The Internet and telephone voting procedures are designed to authenticate unitholder identities, to allow unitholders of record to give voting instructions and to confirm that unitholders' instructions have been recorded properly when they vote outside of the Annual Meeting. A control number, located on the proxy card, will identify unitholders of record and allow them to vote their LP Units and confirm that their voting instructions have been properly recorded. If you do vote by Internet or telephone, it will not be necessary to return your proxy card or voting instruction form.

Where available, we encourage all unitholders, whether record holders or beneficial owners, with Internet access to record their votes on the Internet or, alternatively, to vote by telephone. Internet and telephone voting is convenient, saves on postage and mailing costs and is recorded immediately, minimizing risk that postal delays may cause your vote to arrive late and therefore not be counted.

How do I vote my units virtually at the Annual Meeting?

You may vote your LP Units virtually the Annual Meeting even if you have previously submitted your vote prior to the Annual Meeting. To vote at the Annual Meeting, log in at www.virtualshareholdermeeting.com/SPLP2023. You will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your Proxy Materials. If you hold your LP Units in street name, to be able to vote at the Annual Meeting, you must follow the instructions provided by your bank, broker or other nominee.

What is the deadline for voting if I do not attend the Annual Meeting?

Internet and telephone voting facilities will close at 11:59 p.m. (New York Time) on May 31, 2023 for the voting of LP Units held by record holders or beneficial owners. Mailed proxy cards with respect to LP Units held by record holders or beneficial owners must be received by us at the address set forth herein no later than May 31, 2023.

5

Can I revoke my vote or change my vote after I submit my proxy?

Yes, any proxy signed and returned by a unitholder or voted by telephone or via the Internet may be revoked or changed at any time before it is voted. A proxy may be revoked by:

• sending a written notice of revocation to the Secretary of the Company, at the Company's address set forth herein, provided such notice is received no later than May 31, 2023;
• executing and delivering a later-dated proxy that is received no later than May 31, 2023;
• voting again by telephone or via the Internet at a later time before the closing of the voting facilities at 11:59 p.m. (New York Time) on May 31, 2023; or
• voting online during the virtual Annual Meeting.

Please note, however, that if you are a beneficial owner of LP Units and you wish to revoke your proxy or vote at the Annual Meeting, you must follow the instructions provided to you by your bank, broker or other nominee and/or obtain from the nominee a legal proxy issued in your name. Attendance at the virtual Annual Meeting will not, in and of itself, constitute a revocation of any previously submitted votes. In the event of multiple online or telephone votes by a unitholder, each vote will supersede the previous vote and the last vote cast will be deemed to be the final vote of the unitholder, unless such vote is revoked at the Annual Meeting according to the revocability instructions outlined above.

What are the effects of abstentions and "broker non-votes"?

If a record holder indicates on the holder's proxy card that that the holder wishes to "withhold" or abstain from voting or a beneficial owner instructs its bank, broker or other nominee that the holder wishes to "withhold" or abstain from voting, these LP Units are considered present and entitled to vote at the Annual Meeting. Thus, these LP Units will count toward determining whether or not a quorum is present at the Annual Meeting.

Because directors are elected by a plurality of votes cast in elections, "withhold" votes will have no effect on the outcome of Proposal No. 1, concerning the election of the five nominees to our Board. Additionally, abstentions will count as votes "AGAINST" on Proposal No. 2, concerning the non-binding, advisory vote on executive compensation, Proposal No. 3, concerning the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2023 and Proposal 4, the Fractional Units Cash-out Proposal.

A "broker non-vote" occurs when a beneficial owner does not provide their broker with instructions as to how to vote the LP Units ("uninstructed units") and the broker does not vote on a particular proposal because the broker does not have authority to vote on that proposal without receiving voting instructions from the beneficial owner. Brokers may not vote on "non-routine" proposals unless they have received voting instructions from the beneficial owner and, to the extent that they have not received voting instructions, brokers report such number of LP Units as "non-votes." Each of Proposals No. 1 and 2 is considered "non-routine," which means that brokerage firms may not vote in their discretion regarding these items on behalf of beneficial owners who have not furnished voting instructions. For Proposals No. 1 and 2, "broker non-votes" will have no effect on the outcome of these proposals; however, such uninstructed units will be counted towards establishing a quorum at the Annual Meeting. Therefore, we encourage you to vote your LP Units by Internet, telephone or by signing and returning your proxy card or voting instruction card with complete voting instructions before the Annual Meeting to ensure that your LP Units will be represented and voted at the Annual Meeting, even if you cannot attend virtually.

Brokers do have authority to vote uninstructed units "FOR" or "AGAINST" any "routine" proposals. Each of Proposal No. 3 (ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2023) and Proposal No. 4 (the Fractional Units Cash- out Proposal) constitutes a "routine" proposal. Accordingly, a broker may vote uninstructed units "FOR" or "AGAINST" or abstain from voting on Proposal Nos. 3 and 4 and such votes will count towards establishing a quorum for all proposals at the Annual Meeting.

6

May the Annual Meeting be adjourned?

If a quorum is not present to transact business at the Annual Meeting, the Annual Meeting may be adjourned by the affirmative vote of unitholders holding at least a majority of the voting power of the outstanding LP Units entitled to vote at the Annual Meeting, represented either in person or by proxy. If the Annual Meeting is postponed or adjourned, a unitholder's proxy may remain valid and may be voted at the postponed or adjourned Annual Meeting, but no other business may be transacted. A unitholder still will be able to revoke the unitholder's proxy until it is voted.

Who will count the votes?

The inspector of elections appointed for the Annual Meeting will separately tabulate the relevant affirmative and negative votes, abstentions and "broker non-votes" for each proposal.

Will members of the Company's independent registered public accounting firm be present at the Annual Meeting?

We have been advised that representatives of Deloitte will be in attendance at the Annual Meeting with the opportunity to make a statement, if so desired, and will be available to respond to appropriate questions.

7