Key Takeaways from the 2025 CFIUS Annual Report

The Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”) recently released its annual report covering calendar year 2025 (the “Annual Report”). The 2025 data show a CFIUS process that remained active despite significant operational disruption. Overall filing volume remained relatively stable despite multiple lapses in federal appropriations between October 2025 and May 2026, which caused CFIUS to toll statutory deadlines for more than 120 days in total and temporarily prevented the Committee from accepting new filings. Other notable trends include increased use of short-form declarations accompanied by a lower clearance rate and a sharp increase in CFIUS requests for full notices, as well as limited change in CFIUS’s mitigation activity.

• Government shutdowns significantly disrupted CFIUS review timelines despite relatively stable filing volume. CFIUS reviewed or assessed 347 covered transactions on the basis of a notice or declaration in 2025, up from 325 in 2024 and 342 in 2023. The 2025 total consisted of 207 notices, nearly unchanged from 209 in 2024, and 140 declarations, up from 116 in 2024. Front-end processing times also remained relatively short: CFIUS averaged 5.35 business days to provide comments on draft notices and 3.44 business days from formal submission to acceptance of a notice. CFIUS further reported that 67% of transactions were cleared during either the 30-day declaration assessment period or the initial 45-day notice review period. Full notices requiring an investigation averaged 82.8 days from acceptance to conclusion. These processing-time figures exclude days elapsed during lapses in appropriations, during which CFIUS tolled statutory review deadlines for more than 120 days in total and was temporarily unable to accept new filings. Accordingly, the reported processing times differ, in some cases substantially, from the actual deal timelines experienced by parties during the periods of government funding disruption. Furthermore, because funding lapses also occurred in calendar year 2026, next year’s report will be needed in order to capture the full impact of those lapses.
• Increased use of short-form declarations was accompanied by a lower clearance rate and a sharp increase in requests for full notices. CFIUS assessed 140 declarations in 2025, up from 116 in 2024 and 109 in 2023. However, the Committee concluded action on the basis of a declaration in only 92 cases, representing approximately 66% of declarations, down from 78% in 2024. At the same time, CFIUS requested a subsequent full notice for approximately 26% of declarations (36 cases), up from approximately 15% in 2024 and 18% in 2023. The data highlight the tradeoff for parties considering the abbreviated declaration process: although a declaration offers a potentially faster route to clearance, a request for a subsequent full notice can add time and expense to the CFIUS process. It is also possible the increased rate of requests for full notices may have been caused in part by the fact that CFIUS likely encountered at least some processing challenges in restarting work on the paused cases coming out of the end of the lapses in funding. 
• CFIUS’s mitigation activity showed limited progress toward moving away from mitigation agreements that may be complex and open-ended. CFIUS required mitigation measures or conditions with respect to 25 notices (approximately 12% of notices) in 2025, unchanged from 25 notices (approximately 12%) in 2024[1] and down from 43 notices (approximately 18%) in 2023.[2] Of the 25 notices involving mitigation in 2025, the Committee concluded action on 15 after entering into mitigation agreements with the transaction parties, compared with 16 notices in 2024[3] and 35 notices in 2023.[4] In addition, CFIUS continued to oversee a substantial portfolio of existing mitigation arrangements, monitoring 234 agreements and conditions at year-end 2025, while terminating 23 agreements and materially modifying four during the year. Although the data do not yet suggest a significant shift in CFIUS’s use of mitigation agreements, the number and nature of new agreements—and the pace at which existing agreements are terminated—will be important metrics to watch going forward.
• CFIUS continued to actively identify and pursue non-notified transactions. CFIUS identified thousands of potential non-notified transactions in 2025, investigated 90, and opened official inquiries into 62 transactions. The Committee ultimately requested filings in nine matters, down from 12 in 2024[5] and 13 in 2023,[6] while parties in two additional matters voluntarily filed following CFIUS outreach. The data reinforce that the absence of a mandatory filing requirement does not eliminate CFIUS risk for transactions otherwise within the Committee’s jurisdiction.
• Investors from U.S. allies and partners accounted for significant CFIUS filing activity, while China continued to lead in total notices. On a distinct transaction basis, investors from Japan, the United Arab Emirates, and Canada accounted for the largest number of transactions notified to CFIUS in 2025. China, however, accounted for the most notices on an unadjusted basis, with 33, up from 26 in 2024. The differing rankings reflect the Annual Report’s adjustment to avoid double counting transactions that originated as declarations and were subsequently filed as notices, as well as notices that were refiled.

The Annual Report provided the first data set covering CFIUS activity following the issuance of the Trump administration’s America First Investment Policy (the “Policy”) in February 2025. That policy affirmed the United States’ commitment to foreign investment from allies and partners while directing heightened scrutiny of investment connected to foreign adversaries and investors with close ties to adversaries, especially when the investment involves technology, critical infrastructure, healthcare, agriculture, energy, raw materials, or other strategic sectors. The Policy also called on CFIUS to move away from complex and open-ended mitigation agreements in favor of more concrete, time-limited mitigation measures. Practitioners have seen some indications that CFIUS is moving towards a different mitigation strategy in implementing the administration’s investment policy, but the 2025 data are likely sufficiently skewed by the impacts of the funding lapses that it is difficult to discern any such trends in the statistics. In addition, some aspects of the Policy—e.g., the mandate to implement a “fast track” known investor program and to reduce and streamline mitigation—take time to implement and would not reasonably be expected to materially impact 2025 case data.

Nevertheless, the Annual Report underscores the importance of addressing CFIUS considerations early in transaction planning, including building sufficient flexibility into deal timelines and carefully weighing the efficiencies of a short-form declaration against the risk of a subsequent full notice. Parties should also consider CFIUS’s recently released Risk Matrix when assessing CFIUS risk and determining whether a voluntary filing may be advisable, as the Matrix provides additional insight into the national security risks CFIUS evaluates and potential mitigation measures to address those risks.