What changed in this filing

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Item 9A. Controls and Procedures

2026-04-10 compared with 2025-03-31 · 29 added, 26 removed, 134 unchanged (29% of the section changed)

16 unchanged sentences

Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, internal controls and procedures over financial reporting were not effective.

Material Weaknesses in Internal Control Over Financial Reporting

During our assessment of internal control over financial reporting as of December 31, 2024, we identified the following material weaknesses:

• Inadequate segregation of duties related to the initiation and recording of journal entries to the general ledger.

• Inadequate evidence of management review controls regarding the review and approval of certain account reconciliations.

• Inadequate evidence and precision of management review controls regarding loan covenants and covenant calculations.

Material Weakness in Internal Control Over Financial Reporting

Management identified a material weakness in internal control over financial reporting related to the precision of journal entry and account reconciliation review controls at a recently in‑scope foreign subsidiary, Although general ledger, reconciliation, and analytical review procedures were performed, these controls were not designed or operating at a level of precision sufficient to evidence the timely detection of potentially material journal entry errors.

This material weakness did not result in any identified misstatements of the Company’s consolidated financial statements.

Remediation Efforts

We are evaluating and have begun implementing certain practices and procedures to address the foregoing material weaknesses.

To remediate the material weaknesses related to the review of journal entry and account reconciliation, we have implemented system controls designed to prevent significant unauthorized transactions from being posted without review and established sufficient compensating controls for effective account reconciliations.

To address the material weakness related to the debt covenant compliance, we have implemented an additional layer of review in the calculation and reporting process.

We plan to continue the implementation of these and other remediation efforts to address the identified material weaknesses in the future.

Management completed the remediation of the material weaknesses identified during the year ended December 31, 2024.

Specifically, the Company segregated responsibilities for journal entry processing, implemented system-supported detection and approval controls to enhance oversight, standardized the account reconciliation process with documented management review, and introduced a secondary review over loan covenant calculations.

These controls have been implemented, tested, and are operating effectively, and management has concluded that the previously identified material weaknesses have been remediated.

Following the identification of a material weakness in a recently scoped subsidiary during the year ended December 31, 2025, management has initiated remediation actions to address this deficiency.

These actions include the addition of dedicated in-house accounting resources to oversee the financial close process, the implementation of enhanced journal entry and account reconciliation review procedures with defined documentation and approval requirements, and

strengthened evidence-retention practices.

Management believes these actions, once fully implemented and operating for a sufficient period, will remediate the material weakness.

Management will continue to monitor and test the operating effectiveness of the related controls.

Changes in Internal Control Over Financial Reporting

79 unchanged sentences

(incorporated by reference from Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on March 31, 2022).

10.16† Employment Agreement, dated January 24, 2022, by and between FGI Industries Ltd.

and Perry Lin.

(incorporated by reference from Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed on March 31, 2022).

10.16† Form of Indemnification Agreement by and between FGI Industries Ltd.

1 unchanged sentence

1 to Registration Statement on Form S-1 filed October 4, 2021).

10.18 Business Loan Agreement, by and between East West Bank and FGI Industries, Inc.

(f/k/a Foremost Groups, Inc.), effective November 25, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 1, 2022).

10.17# Amended and Restated Business Loan Agreement (Asset Based), dated as of March 27, 2026, by and between FGI Industries Inc.and East West Bank (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 2, 2026)

10.18 Facility Letter by and between HSBC Bank Canada and FGI Canada Ltd., dated December 2, 2021 (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed April 17, 2023).

1 unchanged sentence

10.20 General Agreement for Omnibus Credit Lines, by and between CTBC Bank Co., Ltd.

and FGI International, Limite d .

19.1* Insider Trading Polic y .

21.1* Subsidiaries of Registran t.

and FGI International, Limited.

10.21* Credit Line Approval Notice .

10.22* First Amendment to Shared Service Agreement, dated March 26, 2026, by and between FGI Industries Inc.

and Foremost Home Inc.

19.1 Insider Trading Policy.

21.1* Subsidiaries of Registrant.

23.1* Consent of CBIZ CPAs P.C.

, Independent Registered Public Accounting Firm.

23.2* Consent of Marcum LLP, Independent Registered Public Accounting Firm.

19 unchanged sentences

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 thereunto duly authorized.

March 31, 2025

April 10, 2026

FGI Industries Ltd.

/s/ David Bruce

Chief Executive Officer and President

Chief Executive Officer

(Principal Executive Officer)

2 unchanged sentences

Signature Title Date

/s/ David Bruce Chief Executive Officer and Director March 31, 2025

/s/ David Bruce Chief Executive Officer and Director April 10, 2026

David Bruce (Principal Executive Officer)

/s/ Perry Lin Chief Financial Officer March 31, 2025

Perry Lin (Principal Financial and Accounting Officer)

/s/ John Chen Executive Chairman and Director March 31, 2025

/s/ Todd Heysse Director March 31, 2025

/s/ Kellie Zesch Weir Director March 31, 2025

/s/ Jae Chung Chief Financial Officer April 10, 2026

Jae Chung (Principal Financial and Accounting Officer)

/s/ John Chen Executive Chairman and Director April 10, 2026

/s/ Todd Heysse Director April 10, 2026

/s/ Kellie Zesch Weir Director April 10, 2026

Kellie Zesch Weir

/s/ Anagha Apte Director March 31, 2025

/s/ Anagha Apte Director April 10, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures