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FGI Industries Ltd. SEC Filings

FGI NASDAQ

FGI Industries Ltd. filings document the regulatory record of a Cayman Islands issuer that supplies kitchen and bath products and has ordinary shares and warrants listed on Nasdaq. Form 8-K reports cover operating results and financial condition, material credit agreements, changes in the independent registered public accounting firm, and Nasdaq listing compliance matters.

Proxy filings describe annual meeting voting items, including director elections and ratification of the independent auditor. Other filings include late-filing notifications for annual reports, while current reports disclose credit facility terms, guarantees, collateral arrangements, covenant requirements and emerging growth company status.

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FGI Industries Ltd. reported a net loss of $1.1 million for the three months ended March 31, 2026, compared with a $0.8 million loss a year earlier. Revenue declined 8.2% to $30.5 million, mainly from weaker sanitaryware sales, while gross margin held steady at 26.8%.

Operating loss narrowed to $0.7 million from $1.3 million as selling and administrative costs were reduced. Cash was $2.7 million and short-term loans totaled $13.1 million. Management cites cost controls, new product launches, and renewed credit lines as key liquidity supports amid tariff-related cost pressures.

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FGI Industries reported first quarter 2026 revenue of $30.5 million, down 8.2% from the prior year, as tariffs and softer sanitaryware demand weighed on results. Gross profit was $8.2 million with gross margin steady at 26.8%.

The company posted an operating loss of $0.7 million, improved from a $1.3 million loss a year earlier, helped by a 13.1% reduction in operating expenses to $8.9 million. Adjusted net loss was $0.7 million, or $0.39 per diluted share, versus $1.1 million, or $0.56 per diluted share.

Sanitaryware revenue fell to $16.1 million, while bath furniture and shower systems grew to $4.5 million and $6.5 million, respectively. FGI ended the quarter with $7.9 million in total liquidity and reaffirmed full-year 2026 guidance for revenue of $134–141 million and positive adjusted operating income.

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FGI Industries Ltd. is asking shareholders to elect five directors and ratify its independent auditor at a virtual annual meeting on June 3, 2026. Shareholders of record as of April 24, 2026, when 1,927,326 ordinary shares were outstanding, may attend and vote online.

The board proposes re‑electing five directors, three of whom are independent under Nasdaq rules, and maintaining a structure with an Executive Chairman and separate CEO. The proxy details committee roles, risk and cybersecurity oversight, and director compensation. It also explains 2025 executive pay, including salaries, bonuses tied to revenue and profit metrics, and equity awards, many of which did not vest because performance targets were not met.

Shareholders are also asked to ratify Marcum Asia CPAs LLP as auditor for 2026. The filing notes a 2025 change from Marcum to CBIZ and then CBIZ’s dismissal, along with a previously disclosed material weakness in internal control at a foreign subsidiary related to journal entry and account reconciliation review.

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FGI Industries Ltd. changed its independent auditor. On April 20, 2026, the audit committee dismissed CBIZ CPAs P.C. and engaged Marcum Asia CPAs LLP to audit the consolidated financial statements for the year ending December 31, 2026.

CBIZ’s audit report on the year ended December 31, 2025 contained no adverse opinion, disclaimer, or qualification. The company reports no disagreements or other reportable events with CBIZ, apart from a previously disclosed material weakness in internal control over financial reporting related to journal entry and account reconciliation review controls at a recently in‑scope foreign subsidiary.

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FGI Industries Ltd., a Cayman Islands-based supplier of bath and kitchen products, describes its business, growth plans and key risks. The company targets the repair and remodel market with sanitaryware, bath furniture, shower systems and custom kitchen cabinetry sold through major retailers, wholesalers, commercial channels, e-commerce and independent dealers.

FGI pursues a “BPC” growth strategy focused on building its brands, expanding into new product categories and adding sales channels, while avoiding low-end price points. Risks highlighted include reliance on residential R&R demand, cost and tariff volatility on imported products, heavy dependence on a few large customers and suppliers, and extensive sourcing from China.

Foremost Groups Ltd. holds about 71% of the voting power, giving it significant control. As of June 30, 2025, non-affiliate share value was approximately $1,676,736, and as of April 6, 2026, FGI had 1,927,326 outstanding ordinary shares. The company reports about $11.9 million of debt and a workforce of roughly 426 employees, including 44 in China.

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FGI Industries Ltd. reported fourth-quarter and full-year 2025 results, with revenue of $30.5 million in Q4 and $130.5 million for the year, down 14.4% and 1.0% from 2024. Q4 gross margin improved to 26.7%, up 210 basis points year over year.

The company posted a Q4 operating loss of $0.7 million and net loss attributable to shareholders of $2.6 million, or $1.37 per diluted share, and a full-year net loss of $6.1 million. FGI ended 2025 with total liquidity of $8.5 million and issued 2026 guidance for revenue of $134–141 million and modestly positive adjusted profitability.

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FGI Industries Ltd. entered into an amended and restated business loan agreement with East West Bank through its subsidiary, replacing its prior credit facility. The revolving credit line keeps a maximum borrowing capacity of $18,000,000, subject to borrowing base limits, and extends the maturity to April 17, 2027.

The facility is secured by all assets of FGI Industries and guaranteed by the company, certain subsidiaries, and Liang Chou Chen. It includes monthly tested EBITDA covenants, limits on intercompany and affiliate transactions, and customary default provisions. Interest is tied to the Wall Street Journal Prime Rate plus a margin based on trailing twelve-month EBITDA, with a minimum annual rate of 4.500%.

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FGI Industries Ltd. submitted a Form 12b-25 notifying the SEC that it cannot file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 within the prescribed time and expects to use the 15 calendar day extension under Rule 12b-25 to finalize year-end financial statements.

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FGI Industries Ltd received an updated ownership report from institutional investor First Wilshire Securities Management, Inc. in an Amendment No. 3 to a Schedule 13G. First Wilshire reports beneficial ownership of 0 ordinary shares of FGI, representing 0.0% of the class, with no sole or shared voting or dispositive power.

First Wilshire certifies that any securities referenced were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of FGI Industries Ltd, nor in connection with any transaction intended to have that effect.

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FGI Industries (FGI) filed its Q3 2025 10‑Q, reporting continued top-line stability but a deeper net loss and liquidity pressure. Revenue was $35,848,861 for the quarter and $100,059,669 for the nine months, compared with $36,099,179 and $96,223,647 a year ago. Gross profit was $9,498,668, slightly above last year. Operating income reached $369,723 versus a loss in the prior-year quarter, but higher interest expense and a $1,879,599 tax provision led to a net loss of $1,948,066; loss per share was $0.86 (basic/diluted).

Cash was $1,875,682 with $14,076,346 in short-term loans outstanding. Management disclosed “substantial doubt” about the ability to continue as a going concern, citing losses, cash outflows, elevated tariffs, and covenant non‑compliance on a key debt coverage ratio; a lender waiver has been requested, and the East West Bank facility maturity was extended to December 5, 2025. Actions taken include a warehouse lease termination to cut fixed costs, broader cost controls, and product launches in anti‑overflow toilets, shower systems, and custom cabinetry.

The company effected a 1‑for‑5 reverse share split on July 31, 2025. Ordinary shares outstanding were 1,918,311 as of September 30, 2025; 1,920,140 were outstanding on November 7, 2025.

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FAQ

How many FGI Industries Ltd. (FGI) SEC filings are available on StockTitan?

StockTitan tracks 15 SEC filings for FGI Industries Ltd. (FGI), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for FGI Industries Ltd. (FGI)?

The most recent SEC filing for FGI Industries Ltd. (FGI) was filed on May 15, 2026.