FGI Industries (NYSE: FGI) notifies SEC of delayed 2025 Form 10-K filing

Rhea-AI Filing Summary

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.

Key Figures

Fiscal year end: December 31, 2025 Extension period: 15 calendar days Signature date: March 31, 2026 +1 more

4 metrics

Fiscal year end December 31, 2025 Annual Report on Form 10-K for fiscal year

Extension period 15 calendar days Rule 12b-25 extension allowance

Signature date March 31, 2026 Date Form 12b-25 was signed by Executive Chairman

SEC file number 001-41207 Cover reference on Form 12b-25

Key Terms

Rule 12b-25, Form 10-K, Form 12b-25

3 terms

Rule 12b-25 regulatory

"expects to file the Annual Report within the extension period of fifteen calendar days provided under Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

Form 12b-25 regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

			UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549			SEC FILE NUMBER 001-41207
						CUSIP NUMBER G3302D 202

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨  Form N-CSR

For Period Ended: December 31, 2025

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

FGI Industries Ltd.

Full Name of Registrant

Former Name if Applicable

906 Murray Road

Address of Principal Executive Office (Street and Number)

East Hanover, NJ 07936

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

			(a)			The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x			(b)			The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)			The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

FGI Industries Ltd. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) within the prescribed time period without unreasonable effort and expense because it requires additional time to complete its year-end financial reporting process.

The Company is working diligently to finalize its financial statements and expects to file the Annual Report as soon as reasonably practicable, and at this time the Company anticipates that it will be able to do so within the extension period of fifteen calendar days provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

John Chen

973

428-0400

(Name)

(Area Code)

(Telephone Number)

(2)			Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). x Yes ¨ No
(3)			Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ¨Yes x No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

FGI Industries Ltd.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026			By:			/s/ John Chen
						John Chen
						Executive Chairman

FAQ

Why did FGI (FGI) file a Form 12b-25 for its 2025 Form 10-K?

FGI filed Form 12b-25 because it needs additional time to complete its year-end financial reporting process. The company states it requires extra time to finalize its financial statements and related disclosures before submitting the Annual Report on Form 10-K.

When does FGI expect to file the delayed 2025 Form 10-K?

FGI expects to file the Annual Report within the 15 calendar day extension allowed by Rule 12b-25. The company indicates it will file as soon as reasonably practicable while it completes year-end financial reporting and related review procedures.

Does the Form 12b-25 indicate any anticipated change in FGI's 2025 results?

No. The company checked that it does not anticipate any significant change in results of operations compared with the prior year. Therefore, no narrative or quantitative earnings change explanation was attached to the notice.

Have FGI’s other periodic reports over the last 12 months been filed?

Yes. The notice affirms that all other periodic reports required under Sections 13 or 15(d) were filed during the preceding 12 months. No prior delinquent periodic reports are identified in the Form 12b-25.

Who signed the Form 12b-25 and when was it filed?

The notification was signed by John Chen, Executive Chairman, and dated March 31, 2026. Contact information in the filing lists phone area code 973 and number 428-0400.