Form 8-K

8-K — FGI Industries Ltd.

Accession: 0001628280-26-024473

Filed: 2026-04-09

Period: 2026-04-09

CIK: 0001864943

SIC: 3430 (HEATING EQUIP, EXCEPT ELEC & WARM AIR & PLUMBING FIXTURES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — fgi-20260409.htm (Primary)

EX-99.1 (fgi-202604xex99x1.htm)

GRAPHIC (fgi-20240807xex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fgi-20260409.htm · Sequence: 1

fgi-20260409

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________

FORM 8-K

____________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 9, 2026

____________________________________________________

FGI Industries Ltd.

(Exact name of registrant as specified in its charter)

____________________________________________________

Cayman Islands 001-41207 98-1603252

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

906 Murray Road

East Hanover, NJ 07936

(Address of principal executive offices) (Zip Code)

(973) 428-0400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

____________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s)

Name of each exchange

on which registered

Ordinary Shares, $0.0005 par value per share FGI The Nasdaq Stock Market LLC

Warrants to purchase Ordinary Shares FGIWW The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02. Results of Operations and Financial Condition.

On April 9, 2026, FGI Industries Ltd. (the “Company”) issued a press release reporting financial results for the third quarter and fiscal year ended December 31, 2025. A copy of the press release is furnished herewith under the Securities Exchange Act of 1934, as amended, as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 2.02 as if fully set forth herein.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit

Number Description

99.1

Press release, dated April 9, 2026.

104 Cover Page Interactive Data File formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FGI Industries Ltd.

Date: April 9, 2026

By: /s/ John Chen

John Chen

Executive Chairman

EX-99.1

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Document

EXHIBIT 99.1

FGI INDUSTRIES ANNOUNCES

FOURTH QUARTER AND FULL-YEAR 2025 RESULTS

EAST HANOVER, N.J., April 9, 2026 – FGI Industries Ltd. (Nasdaq: FGI) (“FGI” or the “Company”), a leading global supplier of kitchen and bath products, today announced results for the fourth quarter and full-year 2025.

FOURTH QUARTER 2025 HIGHLIGHTS

(As compared to the fourth quarter of 2024)

▪Total revenue of $30.5 million, -14.4% y/y

▪Gross profit of $8.1 million, -6.8% y/y

▪Gross margin of 26.7%, +210 bps y/y

▪Operating loss of $0.7 million and net loss attributable to shareholders of $2.6 million

▪Adjusted operating loss of $0.7 million1

▪Adjusted net loss of $0.6 million

FULL-YEAR 2025 HIGHLIGHTS

(As compared to full-year 2024)

▪Total revenue of $130.5 million, -1.0% y/y

▪Gross profit of $35.3 million, -0.5% y/y

▪Gross margin of 27.0%, +10 bps y/y

▪Operating loss of $2.4 million and net loss attributable to shareholders of $6.1 million

▪Adjusted operating loss of $2.4 million

▪Adjusted net loss of $2.6 million

MANAGEMENT COMMENTARY

Dave Bruce, CEO of FGI, stated, “FGI reported total revenue of $30.5 million in the quarter, representing a year-over-year decrease of 14.4%. Gross profit was $8.1 million, a decrease of 6.8% compared to the prior year. The gross margin was 26.7%, an increase of 210 basis points compared to the fourth quarter of 2024 driven by the better relative performance of some of our higher margin businesses. Customers continued to evaluate the impact of tariffs on their businesses amid the Supreme Court decision in February and subsequent response by the administration. The industry outlook remains uncertain due to tariffs but FGI’s strategic investments in our Brands, Products and Channels strategy continues and is bearing fruit becoming a positive driver of revenue growth. FGI and our customers continue to evaluate a China+1 strategy to diversify and broaden our geographic sourcing. FGI’s fourth quarter revenue decreased 14.4% compared to the prior year period. Revenue declined 15.5%, 16.9% and 5.6% in the U.S., Canada and Europe markets. Sanitaryware, bath furniture and shower system revenue decreased 12.2%, 34.9% and 13.9% compared to the prior year period. Our Other segment revenue, including Covered Bridge, declined 9.0% compared to the prior year. Covered Bridge further expanded its geographies and increased its dealer count. Isla Porter, our digital custom kitchen joint venture, continues to establish relationships with the premium design community with on-trend products. In India, we added more dealers as we expand our presence there.” Bruce continued, “We are excited about our new product introductions and continue to invest in our brands and our future growth initiatives in our core businesses.

"The tariff environment in 2026 remains fluid. FGI navigated through the volatility of the tariffs in 2025 with full year revenue and gross profit each down less than 1% compared to the prior year. Despite the cautious order environment by our customers in the fourth quarter, we are seeing a pickup in activity as we begin 2026."

Jae Chung, Chief Financial Officer of FGI, commented, “Total revenue decreased 14.4% year-over-year in the fourth quarter. FGI continues to invest in long-term growth through our BPC strategy and discipline in overall operating expenses, which decreased 12.0% year-over-year to $8.8 million. FGI ended the fourth quarter with total available liquidity of $8.5 million. We believe the best use of our capital is for internal investment in order to

1Adjusted operating loss and adjusted net loss are non-GAAP financial measures. Please refer to the paragraph titled “Non-GAAP Measures” for the definitions of non-GAAP financial measures and reconciliations to GAAP measures included in this press release.

attract new customers, expand existing relationships, develop new products and manufacturing capabilities and expand into new jurisdictions, and this will remain our priority in the near term.”

FOURTH QUARTER 2025 RESULTS

Revenue totaled $30.5 million during the fourth quarter of 2025, a decrease of 14.4% compared to the prior-year period despite the on-going and fluid tariff environment.

•Sanitaryware revenue was $19.1 million during the fourth quarter of 2025, a decrease from $21.8 million in the prior-year period.

•Bath Furniture revenue was $2.3 million during the fourth quarter of 2025, a decrease from revenue of $3.5 million in the prior-year period, as a result of our broader strategic focus on diversifying our product mix and expanding higher-growth categories.

•Shower Systems revenue was $5.8 million during the fourth quarter of 2025, a decrease from $6.7 million last year.

•Other revenue, primarily from Kitchen Cabinets, was $3.3 million during the fourth quarter, remaining stable compared to revenue of $3.6 million in the prior year.

Gross profit was $8.1 million during the fourth quarter of 2025, a decrease of 6.8% compared to the prior-year period. Gross profit margin increased to 26.7% during the fourth quarter of 2025, up 210 basis points from the prior-year period due to the implementation of tariffs, higher freight costs and better relative performance from some of our higher margin businesses.

Operating loss was $0.7 million during the fourth quarter of 2025, improving from an operating loss of $1.3 million in the prior-year period. Adjusted operating loss was $0.7 million during the fourth quarter compared to $1.1 million in the prior-year-period. The improvement in operating loss and adjusted operating loss from the prior year was a result of a decrease in selling and distribution cost as well as lower R&D costs. Operating margin and adjusted operating margin were (2.2%) and (2.2%) during the fourth quarter, respectively, up from (3.5%) and (3.2%) in the same period last year.

The Company reported GAAP net loss attributable to shareholders of $2.6 million, or net loss of $1.37 per diluted share during the fourth quarter of 2025, versus net loss of $0.4 million, or $0.21 per diluted share, in the same period last year. Net loss for the fourth quarter of 2025 and 2024 included valuation allowance on deferred tax assets, business expansion expense and non-recurring IPO-related compensation. Excluding these items, adjusted net loss for the fourth quarter of 2025 was $0.6 million, or $0.29 per diluted share, versus adjusted net loss of $0.7 million, or $0.34 per diluted share, for the same prior-year-period. All share and per-share data gives retroactive effect to the reverse share split of the preference shares and ordinary shares at a ratio of 1-for-5 that became effective July 31, 2025.

FGI holds earnings calls only for the second and fourth quarters, but releases results of operations via press releases and SEC filings on a quarterly basis. Inquiries may continue to be submitted to investorrelations@fgi-industries.com or by phone at 973-515-7190.

FINANCIAL RESOURCES AND LIQUIDITY

As of December 31, 2025, the Company had $1.9 million of cash and cash equivalents, total debt of $11.9 million and $6.6 million of availability under its credit facilities net of letters of credit. Total liquidity was $8.5 million at December 31, 2025.

FINANCIAL GUIDANCE

The Company provides its fiscal 2026 guidance as follows:

•Total net revenue of $134-141 million

•Total adjusted operating income of $0.7-2.5 million

•Total adjusted net income of $(0.3)-1.1 million

Note that total adjusted operating income excludes certain non-recurring items and total adjusted net income excludes certain non-recurring extraordinary items and includes an adjustment for minority interest.

FOURTH QUARTER CONFERENCE CALL

FGI will conduct a conference call on Friday, April 10 at 9:00 am Eastern Time to discuss the quarterly results.

A webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of the Company’s corporate website at https://investor.fgi-industries.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time to register and download and install any necessary audio software.

To participate in the live teleconference:

Toll Free: 1-833-821-8134

International Live: 1-412-652-1262

To listen to a replay of the teleconference, which will be available through April 24, 2026:

Domestic Replay: 1-844-512-2921

International Replay: 1-412-317-6671

Conference ID: 10206547

ABOUT FGI INDUSTRIES

FGI Industries Ltd. (Nasdaq: FGI) is a leading global supplier of kitchen and bath products. For over 30 years, we have built an industry-wide reputation for product innovation, quality, and excellent customer service. We are currently focused on the following product categories: sanitaryware (primarily toilets, sinks, pedestals, and toilet seats), bath furniture (vanities, mirrors and cabinets), shower systems, customer kitchen cabinetry and other accessory items. These products are sold primarily for repair and remodel activity and, to a lesser extent, new home or commercial construction. We sell our products through numerous partners, including mass retail centers, wholesale and commercial distributors, online retailers and specialty stores.

Non-GAAP Measures

In addition to the measures presented in our consolidated financial statements, we use the following non-GAAP measures to evaluate our business, measure our performance, identify trends affecting our business and assist us in making strategic decisions. Our non-GAAP measures are: Adjusted Operating Income, Adjusted Operating Margins and Adjusted Net Income. These non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). They are supplemental financial measures of our performance only, and should not be considered substitutes for net income, income from operations or any other measure derived in accordance with GAAP and may not be comparable to similarly titled measures reported by other entities. We define Adjusted Operating Income as GAAP income from operations excluding the impact of certain non-recurring income and expenses, including non-recurring compensation expenses related to our IPO, unusual litigation and business expansion expense. We define Adjusted Net Income as GAAP income before income taxes excluding the impact of certain non-recurring income and expenses, such as non-recurring compensation expenses related to our IPO, unusual litigation and business expansion expense, as well as income taxes at historical average effective rate and net income attributable to non-controlling shareholders. We define Adjusted Operating Margins as Adjusted Operating Income divided by revenue.

We use these non-GAAP measures, along with GAAP measures, to evaluate our business, measure our financial performance and profitability and our ability to manage expenses, after adjusting for certain one-time expenses, identify trends affecting our business and assist us in making strategic decisions. We believe these non-GAAP measures, when reviewed in conjunction with GAAP financial measures, and not in isolation or as substitutes for analysis of our results of operations under GAAP, are useful to investors as they are widely used measures of performance and the adjustments we make to these non-GAAP measures provide investors further insight into our profitability and additional perspectives in comparing our performance over time on a consistent basis. With respect to the Company’s expectations of its future performance, the Company’s reconciliations of guidance for full year 2025 Adjusted Operating Income and 2025 Adjusted Net Income are not available, as the Company is unable to quantify certain amounts to the degree of precision that would be required in the relevant GAAP measures without unreasonable effort.

FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipate,” “expect,” “could,” “may,” “intend,” “plan”, “see” and “believe,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements regarding FGI’s guidance, the Company’s growth strategies, outlook and potential acquisition activity, the tariff environment, the macroeconomic instability and its associated impact on the national and global economy and the residential repair and remodel market, the company’s planned product launches and new customer partnerships and the effect of supply chain disruptions and freight costs. These forward-looking statements are based on currently available operating, financial, economic and other information, and are subject to a number of risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. A variety of factors, many of which are beyond our control, could cause actual future results or events to differ materially from those projected in the forward-looking statements in this release. For a full description of the risks and uncertainties which could cause actual results to differ from our forward-looking statements, please refer to FGI’s periodic filings with the Securities & Exchange Commission including those described as “Risk Factors” in FGI’s annual report on Form 10-K for the year ended December 31, 2024, and in quarterly reports on Form 10-Q filed thereafter. FGI does not undertake any obligation to update forward-looking statements whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

INVESTOR CONTACT

Jae Chung, Chief Financial Officer

973-515-7190

investorrelations@fgi-industries.com

FGI INDUSTRIES LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of

December 31, 2025 As of

December 31, 2024

USD USD

ASSETS

CURRENT ASSETS

Cash $ 1,899,801 $ 4,558,160

Accounts receivable, net 13,847,762 20,293,555

Inventories, net 15,292,742 13,957,867

Prepayments and other current assets 3,228,259 2,091,407

Prepayments and other receivables – related parties 17,274,859 11,996,973

Total current assets 51,543,423 52,897,962

PROPERTY AND EQUIPMENT, NET 3,853,864 3,634,340

OTHER ASSETS

Intangible assets, net 1,733,616 1,849,951

Operating lease right-of-use assets, net 11,031,892 12,823,747

Deferred tax assets, net 211,581 2,665,585

Other noncurrent assets 1,163,205 1,589,830

Total other assets 14,140,294 18,929,113

Total assets $ 69,537,581 $ 75,461,415

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Short-term loans $ 11,868,828 $ 14,502,367

Accounts payable 24,687,900 19,349,529

Accounts payable – related parties 49,855 894,661

Income tax payable — 23,189

Operating lease liabilities – current 1,700,936 1,867,956

Accrued expenses and other current liabilities 5,607,405 5,905,124

Total current liabilities 43,914,924 42,542,826

OTHER LIABILITIES

Operating lease liabilities – noncurrent 10,012,616 11,352,939

Total liabilities 53,927,540 53,895,765

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY

Preference Shares ($0.0001 par value, 2,000,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and December 31, 2024)(1)

— —

Ordinary shares ($0.0005 par value, 40,000,000 shares authorized, 1,920,140 and 1,912,783 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively)(1)

960 956

Additional paid-in capital 21,612,226 21,279,047

(Accumulated deficit) retained earnings (2,927,091) 3,212,435

Accumulated other comprehensive loss (1,402,946) (2,239,560)

FGI Industries Ltd. shareholders’ equity 17,283,149 22,252,878

Non-controlling interests (1,673,108) (687,228)

Total shareholders’ equity 15,610,041 21,565,650

Total liabilities and shareholders’ equity $ 69,537,581 $ 75,461,415

(1) Giving retroactive effect to the reverse share split of the preference shares and ordinary shares at a ratio of 1-for-5 that became effective July 31, 2025.

FGI INDUSTRIES LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three Months Ended

December 31, For the Year Ended

December 31,

2025 2024 2025 2024

USD USD USD USD

Revenue $ 30,468,983 $ 35,594,426 $ 130,528,652 $ 131,818,073

Cost of revenue 22,323,424 26,852,093 95,277,560 96,390,733

Gross profit 8,145,559 8,742,333 35,251,092 35,427,340

Operating expenses

Selling and distribution 5,695,779 6,950,969 25,129,256 25,627,634

General and administrative 2,776,128 2,657,895 11,106,563 10,199,914

Research and development 332,234 395,938 1,417,329 1,699,383

Total operating expenses 8,804,141 10,004,802 37,653,148 37,526,931

Loss from operations (658,582) (1,262,469) (2,402,056) (2,099,591)

Other income (expenses)

Interest income 2,352 4,541 5,142 9,792

Interest expense (342,927) (353,021) (1,330,714) (1,246,742)

Other (expenses) income, net (137,262) 596,962 (611,386) 1,054,443

Total other (expenses) income, net (477,837) 248,482 (1,936,958) (182,507)

Loss before income taxes (1,136,419) (1,013,987) (4,339,014) (2,282,098)

Provision for (benefit of) income taxes

Current 47,655 91,638 332,388 948,931

Deferred 1,813,244 (630,870) 2,454,004 (1,496,752)

Total provision for (benefit of) income taxes 1,860,899 (539,232) 2,786,392 (547,821)

Net loss (2,997,318) (474,755) (7,125,406) (1,734,277)

Less: net loss attributable to non-controlling shareholders (369,740) (72,427) (985,880) (533,188)

Net loss attributable to FGI Industries Ltd. shareholders (2,627,578) (402,328) (6,139,526) (1,201,089)

Other comprehensive income (loss)

Foreign currency translation adjustment 150,889 (727,772) 836,614 (1,128,061)

Comprehensive loss (2,846,429) (1,202,527) (6,288,792) (2,862,338)

Less: comprehensive loss attributable to non-controlling shareholders (369,740) (72,427) (985,880) (533,188)

Comprehensive loss attributable to FGI Industries Ltd. shareholders $ (2,476,689) $ (1,130,100) $ (5,302,912) $ (2,329,150)

Weighted average number of ordinary shares

Basic 1,919,842 1,912,783 1,918,061 1,913,033

Diluted 1,919,842 1,912,783 1,918,061 1,913,033

Loss per share

Basic $ (1.37) $ (0.21) $ (3.20) $ (0.63)

Diluted $ (1.37) $ (0.21) $ (3.20) $ (0.63)

(1) Giving retroactive effect to the reverse share split of the preference shares and ordinary shares at a ratio of 1-for-5 that became effective July 31, 2025.

FGI INDUSTRIES LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended

December 31,

2025 2024

USD USD

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss $ (7,125,406) $ (1,734,277)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

Depreciation 667,432 474,828

Amortization 2,238,730 2,701,615

Share-based compensation 333,183 401,216

Provision for credit losses 165,801 137,592

Provision for defective return 5,392 257,643

Foreign exchange transaction loss (gain) 563,740 (659,544)

Deferred income tax expense (benefit) 2,454,004 (1,496,752)

Changes in operating assets and liabilities

Accounts receivable 6,274,600 (4,928,997)

Inventories (1,334,875) (4,034,016)

Prepayments and other current assets (712,770) 1,284,680

Prepayments and other receivables – related parties (5,277,886) (3,960,942)

Other noncurrent assets 426,625 (344,697)

Income taxes (447,271) (165,930)

Accounts payable 5,338,371 4,824,922

Accounts payable – related parties (844,806) 159,353

Operating lease liabilities (1,753,925) (2,207,636)

Accrued expenses and other current liabilities (297,719) 1,865,625

Net cash provided by (used in) operating activities 673,220 (7,425,317)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment (885,740) (2,206,052)

Purchase of intangible assets (130,107) (669,764)

Net cash used in investing activities (1,015,847) (2,875,816)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from credit facilities 60,348,042 74,136,436

Repayments of credit facilities (62,981,581) (66,593,244)

Net cash (used in) provided by financing activities (2,633,539) 7,543,192

EFFECT OF EXCHANGE RATE FLUCTUATION ON CASH 317,807 (461,140)

NET CHANGES IN CASH (2,658,359) (3,219,081)

CASH, BEGINNING OF YEAR 4,558,160 7,777,241

CASH, END OF YEAR $ 1,899,801 $ 4,558,160

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the period for interest $ (1,336,413) $ (1,233,763)

Cash paid during the period for income taxes $ (766,903) $ (1,112,640)

NON-CASH INVESTING AND FINANCING ACTIVITIES

Lease liability arising from obtaining a right-of-use asset $ (1,150,282) $ (158,082)

Derecognition of right-of-use asset and lease liability upon early termination $ (1,251,111) $ —

Acquisition of intangible asset partially through prior period advanced payment $ — $ (1,241,664)

Non-GAAP Measures

The following table reconciles GAAP income from operations to Adjusted Operating Income (Loss) and Adjusted Operating Margins, as well as GAAP net income to Adjusted Net Income for the periods presented.

For the Three Months Ended

December 31, For the Twelve Months Ended December 31,

2025 2024 2025 2024

USD USD USD USD

Loss from operations $ (658,582) $ (1,262,469) $ (2,402,056) $ (2,099,591)

Adjustments:

Non-recurring IPO-related share-based compensation — 59,719 19,906 238,876

Business expansion expense — 61,770 — 247,080

Adjusted Operating Loss $ (658,582) $ (1,140,980) $ (2,382,150) $ (1,613,635)

Revenue $ 30,468,983 $ 35,594,426 $ 130,528,652 $ 131,818,073

Adjusted Operating Margins (%) (2.2) (3.2) (1.8) (1.2)

For the Three Months Ended

December 31, For the Twelve Months Ended December 31,

2025 2024 2025 2024

USD USD USD USD

Loss before income taxes $ (1,136,419) $ (1,013,987) $ (4,339,014) $ (2,282,098)

Adjustments:

Non-recurring IPO-related share-based compensation — 59,719 19,906 238,876

Business expansion expense — 61,770 — 247,080

Adjusted loss before income taxes (1,136,419) (892,498) (4,319,108) (1,796,142)

Less: income taxes at 18% rate (204,555) (160,650) (777,439) (323,306)

Less: net loss attributable to non-controlling shareholders (369,740) (72,427) (985,880) (533,188)

Adjusted Net Loss $ (562,124) $ (659,421) $ (2,555,789) $ (939,648)

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Apr. 09, 2026

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Apr. 09, 2026

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FGI Industries Ltd.

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Entity File Number

001-41207

Entity Tax Identification Number

98-1603252

Entity Address, Address Line One

906 Murray Road

Entity Address, City or Town

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Trading Symbol

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Security Exchange Name

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- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

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dei_DocumentPeriodEndDate

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xbrli:dateItemType

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duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

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dei:submissionTypeItemType

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

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xbrli:normalizedStringItemType

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- Definition

Name of the City or Town

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No definition available.

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dei_EntityAddressCityOrTown

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- Definition

Code for the postal or zip code

+ References

No definition available.

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Name:

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- Definition

Name of the state or province.

+ References

No definition available.

+ Details

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dei_EntityAddressStateOrProvince

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

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Data Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

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- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

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Data Type:

dei:fileNumberItemType

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duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

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Data Type:

dei:edgarStateCountryItemType

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

dei:employerIdItemType

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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- Details

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Name:

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