fgi-20260812
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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): August 12, 2026
____________________________________________________
FGI Industries Ltd.
(Exact name of registrant as specified in its charter)
____________________________________________________
Cayman Islands001-4120798-1603252
(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 classTrading Symbol(s)
Name of each exchange
on which registered
Ordinary Shares, $0.0005 par value per shareFGIThe Nasdaq Stock Market LLC
Warrants to purchase Ordinary SharesFGIWWThe 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 August 12, 2026, FGI Industries Ltd. (the “Company”) issued a press release reporting financial results for the second quarter ended June 30, 2026. 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
NumberDescription
99.1
104Cover 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: August 12, 2026
By:/s/ John Chen
John Chen
Executive Chairman


EXHIBIT 99.1
fgi-20240807xex99d1001a.jpg
FGI INDUSTRIES ANNOUNCES
SECOND QUARTER 2026 RESULTS
EAST HANOVER, N.J., August 12, 2026 – FGI Industries Ltd. (Nasdaq: FGI) (“FGI” or the “Company”), a leading global supplier of kitchen and bath products, today announced results for the second quarter 2026.
SECOND QUARTER 2026 HIGHLIGHTS
(As compared to the second quarter of 2025)
Total revenue of $31.9 million, +2.9% y/y
Gross profit of $10.7 million, +22.5% y/y
Gross margin of 33.4%, +530 bps y/y
Operating income of $1.4 million and net income attributable to shareholders of $1.3 million
Adjusted operating income of $1.4 million1
Adjusted net income of $1.2 million
MANAGEMENT COMMENTARY
Dave Bruce, CEO of FGI, stated, “FGI reported total revenue of $31.9 million in the quarter, representing a year-over-year increase of 2.9%. Gross profit was $10.7 million, an increase of 22.5% compared to the prior year. The gross margin was 33.4% compared to 28.1% in the second quarter of 2025. The industry outlook remains uncertain due to tariffs and economic uncertainty but FGI’s strategic investments in our Brands, Products and Channels strategy continues. FGI and our customers continue to evaluate diversifying and broadening our geographic sourcing. Revenue increased 20.3% in the U.S., while revenue decreased 24.5% in Canada and 21.0% in the European market. Revenue from sanitaryware and shower systems increased 5.9% and 15.2% year-over-year due to a recovery of US business from the prior year which was affected by the implementation of tariffs as well as recently launched programs. Canada and Europe reflect softer demand environments compared to the prior year. Bath Furniture and Other business segments decreased 15.5% and 9.2%, respectively, compared to the prior year period reflecting a softer demand environment due, in part, to continued tariff-related uncertainty in customer purchasing decisions. Covered Bridge further expanded its geographies and increased its dealer count. Isla Porter, our 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."
Jae Chung, Chief Financial Officer of FGI, commented, “Total revenue increased 2.9% year-over-year in the second quarter. FGI continues to invest in long-term growth through our BPC strategy and exercise discipline in overall operating expenses, which decreased 2.9% year-over-year to $9.3 million due primarily to lower selling and distribution and the optimization of our warehouse operations. In the quarter, FGI received IEEPA recoveries which are included in cost of goods sold that partially offset costs not passed through to our customers. In July, Section 301 tariffs were permanently implemented replacing the temporary Section 122 tariffs. FGI ended the second quarter with total available liquidity of $7.9 million. We believe the best use of our capital is for internal investment in order to 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.”
1Adjusted operating income (loss) and adjusted net income (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.



SECOND QUARTER 2026 RESULTS
Revenue totaled $31.9 million during the second quarter of 2026, an increase of 2.9% compared to the prior-year period despite the on-going and fluid tariff environment.
Sanitaryware revenue was $19.1 million during the second quarter of 2026, an increase from $18.1 million in the prior-year period.
Bath Furniture revenue was $3.5 million during the second quarter of 2026, a decrease from revenue of $4.1 million in the prior-year period.
Shower Systems revenue was $6.0 million during the second quarter of 2026, an increase from $5.2 million last year.
Other revenue, primarily from Kitchen Cabinets, was $3.2 million during the second quarter, a decrease from $3.5 million in the prior year.
Gross profit was $10.7 million during the second quarter of 2026, an increase of 22.5% compared to the prior-year period. Gross profit margin was 33.4% during the second quarter of 2026, an increase from 28.1% in the prior-year period.
Operating income was $1.4 million during the second quarter of 2026, improving from an operating loss of $0.8 million in the prior-year period. Adjusted operating income was $1.4 million during the second quarter compared to a loss of $0.8 million in the prior-year-period. The improvement in operating income (loss) and adjusted operating income (loss) from the prior year was primarily a result of increased gross profit and a decrease in selling and distribution costs. Operating margin and adjusted operating margin were both 4.4% during the second quarter, up from (2.7%) in the same period last year.
The Company reported GAAP net income attributable to shareholders of $1.3 million, or net income of $0.65 per diluted share during the second quarter of 2026, versus net loss of $1.2 million, or $0.64 per diluted share, in the same period last year. Adjusted net income for the second quarter of 2026 was $1.2 million, or $0.60 per diluted share, versus adjusted net loss of $1.2 million, or $0.61 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 [email protected] or by phone at 973-515-7190.
FINANCIAL RESOURCES AND LIQUIDITY
As of June 30, 2026, the Company had $4.4 million of cash, $13.0 million of total debt and $3.4 million of availability under its credit facilities net of letters of credit. Total liquidity was $7.9 million at June 30, 2026.
FINANCIAL GUIDANCE
The Company reaffirms 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 extraordinary items and trade related recoveries; total adjusted net income excludes certain non-recurring extraordinary items and trade related recoveries and include an adjustment for minority interest.



SECOND QUARTER CONFERENCE CALL
FGI will conduct a conference call on Thursday, August 13 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 August 27, 2026:
Domestic Replay: 1-844-512-2921
International Replay: 1-412-317-6671
Conference ID: 10210782

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, custom 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 initial public offering ("IPO"), as well as income taxes at historical average effective rate and net income attributable to non-controlling shareholders. 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, 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 2026 Adjusted Operating Income and 2026 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, 2025, and in subsequent reports we file from time to time 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
[email protected]



FGI INDUSTRIES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of
June 30, 2026
As of
December 31, 2025
USDUSD
(Unaudited)
ASSETS
CURRENT ASSETS
Cash$4,421,058 $1,899,801 
Accounts receivable, net15,479,104 13,847,762 
Inventories, net12,044,099 15,292,742 
Prepayments and other current assets3,623,798 3,228,259 
Prepayments and other receivables – related parties15,937,253 17,274,859 
Total current assets51,505,312 51,543,423 
NONCURRENT ASSETS
Property and equipment, net3,662,418 3,853,864 
Intangible assets, net1,608,103 1,733,616 
Operating lease right-of-use assets, net9,908,253 11,031,892 
Deferred tax assets, net204,184 211,581 
Other noncurrent assets918,861 1,163,205 
Total noncurrent assets16,301,819 17,994,158 
Total assets$67,807,131 $69,537,581 
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Short-term loans$13,034,989 $11,868,828 
Accounts payable22,935,373 24,687,900 
Accounts payable – related parties54,536 49,855 
Operating lease liabilities – current1,737,632 1,700,936 
Accrued expenses and other current liabilities6,071,610 5,607,405 
Total current liabilities43,834,140 43,914,924 
NONCURRENT LIABILITIES
Operating lease liabilities – noncurrent8,908,217 10,012,616 
Total liabilities52,742,357 53,927,540 
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preference Shares ($0.0001 par value, 2,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025)
— — 
Ordinary shares ($0.0005 par value, 40,000,000 shares authorized, 1,931,271 and 1,920,140 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)
966 960 
Additional paid-in capital21,619,076 21,612,226 
Accumulated deficit(2,600,387)(2,927,091)
Accumulated other comprehensive loss(1,938,566)(1,402,946)
FGI Industries Ltd. shareholders’ equity17,081,089 17,283,149 
Non-controlling interests(2,016,315)(1,673,108)
Total shareholders’ equity15,064,774 15,610,041 
Total liabilities and shareholders’ equity$67,807,131 $69,537,581 



FGI INDUSTRIES LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended
June 30,
For the Six Months Ended
June 30,
2026202520262025
USDUSDUSDUSD
Revenue$31,885,552 $30,998,260 $62,387,012 $64,210,808 
Cost of revenue21,223,160 22,291,653 43,563,929 46,603,943 
Gross profit10,662,392 8,706,607 18,823,083 17,606,865 
Operating expenses
Selling and distribution5,978,039 6,209,728 12,193,296 13,372,906 
General and administrative2,877,453 2,844,715 5,231,686 5,545,928 
Research and development406,316 484,502 688,926 801,228 
Total operating expenses9,261,808 9,538,945 18,113,908 19,720,062 
Income (loss) from operations1,400,584 (832,338)709,175 (2,113,197)
Other income (expenses)
Interest income1,694 1,688 2,569 2,129 
Interest expense(449,751)(282,191)(804,653)(584,951)
Other income (expenses), net315,334 (466,200)242,283 (438,109)
Total other expenses, net(132,723)(746,703)(559,801)(1,020,931)
Income (loss) before income taxes1,267,861 (1,579,041)149,374 (3,134,128)
Total provision for (benefit of) income taxes141,199 (214,576)165,877 (954,106)
Net income (loss)1,126,662 (1,364,465)(16,503)(2,180,022)
Less: net loss attributable to non-controlling shareholders(169,447)(132,941)(343,207)(319,406)
Net income (loss) attributable to FGI Industries Ltd. shareholders1,296,109 (1,231,524)326,704 (1,860,616)
Other comprehensive (loss) income
Foreign currency translation adjustment (499,569)603,035 (535,620)689,467 
Comprehensive income (loss)627,093 (761,430)(552,123)(1,490,555)
Less: comprehensive loss attributable to non-controlling shareholders(169,447)(132,941)(343,207)(319,406)
Comprehensive income (loss) attributable to FGI Industries Ltd. shareholders$796,540 $(628,489)$(208,916)$(1,171,149)
Weighted average number of ordinary shares(1)
Basic1,930,1441,918,2481,925,4081,917,029
Diluted2,008,3061,918,2481,970,4231,917,029
Earnings (loss) per share
Basic$0.67 $(0.64)$0.17 $(0.97)
Diluted$0.65 $(0.64)$0.17 $(0.97)
(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 Six Months Ended
June 30,
20262025
USDUSD
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss$(16,503)$(2,180,022)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation355,152 311,218 
Amortization1,059,021 1,138,345 
Share-based compensation6,856 200,929 
Provision for credit losses17,441 75,359 
Provision for defective return488,492 51,900 
Foreign exchange transaction loss (gain)(270,219)383,579 
Deferred income tax expense (benefit)7,397 (1,002,613)
Changes in operating assets and liabilities
Accounts receivable(2,137,275)4,461,914 
Inventories3,248,644 1,277,386 
Prepayments and other current assets(548,358)(333,999)
Prepayments and other receivables – related parties1,337,605 (3,798,705)
Other noncurrent assets244,344 287,874 
Income taxes152,819 28,182 
Accounts payable(1,752,528)2,097,761 
Accounts payable – related parties4,681 (691,003)
Operating lease liabilities(845,818)(920,707)
Accrued expenses and other current liabilities464,206 (1,191,731)
Net cash provided by operating activities1,815,957 195,667 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment(169,941)(555,954)
Purchase of intangible assets(5,458)(75,196)
Net cash used in investing activities(175,399)(631,150)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from credit facilities56,291,162 31,157,739 
Repayments of credit facilities(55,125,001)(33,101,606)
Net cash provided by (used in) financing activities1,166,161 (1,943,867)
EFFECT OF EXCHANGE RATE FLUCTUATION ON CASH(285,462)340,307 
NET CHANGES IN CASH2,521,257 (2,039,043)
CASH, BEGINNING OF PERIOD1,899,801 4,558,160 
CASH, END OF PERIOD$4,421,058 $2,519,117 
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest$(725,551)$(589,676)
Cash paid during the period for income taxes$(5,818)$(22,153)
NON-CASH INVESTING AND FINANCING ACTIVITIES
Lease liability arising from obtaining a right-of-use asset$21,879 $1,133,514 
Derecognition of right-of-use asset and lease liability upon early termination$— $(1,251,111)



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
June 30,
For the Twelve Months Ended June 30,
2026202520262025
USDUSDUSDUSD
Income (loss) from operations$1,400,584 $(832,338)$420,316 $(3,441,492)
Adjustments:
Non-recurring IPO-related share-based compensation— — — 139,344 
Business expansion expense— — — 123,540 
Adjusted Operating Income (Loss)$1,400,584 $(832,338)$420,316 $(3,178,608)
Revenue$31,885,552 $30,998,260 $128,704,856 $135,904,413 
Adjusted Operating Margins (%)4.4 (2.7)0.3 (2.3)
For the Three Months Ended
June 30,
For the Twelve Months Ended June 30,
2026202520262025
USDUSDUSDUSD
Income (loss) before income taxes$1,267,861 $(1,579,041)$(1,055,512)$(4,578,826)
Adjustments:
Non-recurring IPO-related share-based compensation— — — 139,344 
Business expansion expense— — — 123,540 
Adjusted income (loss) before income taxes1,267,861 (1,579,041)(1,055,512)(4,315,942)
Less: income taxes at 18% rate228,215 (284,227)(189,992)(776,870)
Less: net loss attributable to non-controlling shareholders(169,447)(132,941)(1,009,681)(539,944)
Adjusted Net Income (Loss)$1,209,093 $(1,161,873)$144,161 $(2,999,128)