Observations on the 2025 CFIUS Annual Report

The lapses in funding appropriations (i.e., a government shutdown) required CFIUS to suspend statutory review deadlines in active matters, resulting in more than 120 days of cumulative review tolling, and delayed CFIUS’s ability to accept new transaction filings. (Appropriations lapses for all U.S. government agencies occurred from October 1, 2025, to November 12, 2025, with a further two “partial” shutdowns in 2026 (from January 31, 2026, to February 3, 2026, and then from February 14, 2026, to April 30, 3026, involving the Department of Homeland Security, a CFIUS member agency) that impacted filings made later in 2025.) The 2025 Report acknowledged that the consequences of the shutdowns extended beyond CFIUS’s internal operations, “creating uncertainty for the investor and business communities that depend on a reliable and predictable review process.” Notwithstanding these disruptions, the 2025 Report notes that, after excluding periods tolled due to the lapses in appropriations, CFIUS cleared approximately 67% of covered transactions in 2025 during either the 30-day assessment period applicable to declarations or the initial 45-day review period applicable to notices.

The 2025 Report reflects U.S. Treasury’s continued efforts to strengthen CFIUS’s institutional capacity and technical expertise through several initiatives, including the following:

• Office of Research and Analysis. The U.S. Treasury Department (Treasury) established the Office of Research and Analysis (R&A) within Treasury’s Office of Investment Security (OIS) in 2025 as an in-house technical branch staffed by scientists, engineers, and data specialists to support CFIUS reviews. R&A reflects Treasury’s effort to build independent technical expertise to evaluate more critically the national security implications of transactions involving emerging and strategically sensitive technologies. As R&A develops, parties can expect increasingly sophisticated technical scrutiny, particularly in transactions involving semiconductors, advanced manufacturing, aerospace, artificial intelligence, quantum technologies, and other dual-use technologies. This expanded in-house capability may influence the scope of CFIUS information requests, the depth of CFIUS technical diligence during reviews, and the design of mitigation measures in technology-intensive transactions. Consistent with this objective, Treasury noted that OIS intends to continue expanding its staffing and technical capabilities, including in technology research and analysis.
• Known Investor Pilot Program. Treasury launched the Known Investor Pilot Program to implement President Trump’s “America First Investment Policy” call for an expedited review pathway for trusted foreign investors from allied and partner countries. Under the pilot program, participating investors may submit detailed information to CFIUS before making transaction-specific filings, allowing CFIUS to rely on information already collected and improve administrative efficiency without compromising the integrity of the review process. As discussed in our prior overview of the Known Investor program, policymakers had previously identified a potential “fast-track” mechanism as a possible policy direction. Although the program’s practical benefits remain uncertain, it reflects a broader effort to differentiate higher- and lower-risk categories of foreign investment.
• Continued Stakeholder Engagement. The 2025 Report also emphasizes CFIUS’s continued global stakeholder engagement in the United States and abroad. Internationally, CFIUS continues to engage with investment screening authorities and governments in allied and partner countries with shared national security concerns, reflecting the increasingly coordinated nature of foreign investment review among the U.S. and its allies and partners. Consistent with the “customer focused” approach espoused by Treasury’s Assistant Secretary for Investment Security (and CFIUS head) Chris Pilkerton (confirmed in December 2025), CFIUS also has conducted outreach to the investor, legal, and business communities to increase transparency, promote compliance with CFIUS authorities, and improve understanding of the CFIUS process. These efforts suggest that stakeholder engagement has become an important part of CFIUS’s wider institutional strategy, both to improve predictability for transaction parties and to align approaches to investment security across jurisdictions.

Deal parties made greater use of the shorter-form declaration filing process in 2025, which can result in CFIUS clearance in 30 days, but also can end with a CFIUS request for a full notice, which effectively extends a transaction’s overall CFIUS timeline. In 2025, CFIUS accepted and reviewed 140 declarations, a 21% increase from the 116 declarations filed in 2024 and the highest annual volume since 2022 (154 declarations). Seven filings involved covered real estate transactions, while 51 declarations were submitted pursuant to mandatory filing requirements. 

Several potential trends stand out from the 2025 statistics.

• Clearance rates declined despite higher filing volume. While declaration filings continued to increase, the number of transactions cleared through the declaration process remained essentially unchanged. CFIUS cleared 92 declarations in 2025, compared to 91 in 2024. As a result, the declaration clearance rate declined substantially, from approximately 78% in 2024 to 67% in 2025. In other words, although more parties opted to utilize the streamlined declaration process, a smaller percentage ultimately received clearance through that mechanism. 
• “Requests” to file notices more than doubled. Another notable development is the increase in cases where CFIUS requested that parties proceed to a full notice review. In 2024, CFIUS requested a notice in 17 transactions, representing approximately 15% of declarations submitted. In 2025, that number increased to 36 transactions, or approximately 26% of all declarations filed. When considered alongside the 11 declarations in which CFIUS reported it was unable to conclude action (the so-called CFIUS “shrug”), these statistics may suggest that CFIUS is becoming increasingly selective in its review of declarations, although it also may reflect the continued impact of resource constraints and timing disruptions resulting from the government shutdown, even after funding was restored. 
• Japan remained the leading source of declaration filings. Japanese investors submitted the largest number of declarations in 2025, accounting for 18 filings, followed by investors from France (14) and Singapore (13). Looking at the broader 2023-2025 period, Japanese investors also ranked first overall with 45 declarations (12%), followed by French investors with 34 declarations (8.9%) and Canadian investors with 33 declarations (8.7%).

The most common way to notify a transaction to CFIUS remains the written notice. CFIUS can conclude action on a transaction (i.e., “clear” the transaction) filed by way of notice after an initial 45-day review period. If national security concerns are still “unresolved” at the end of that initial review, CFIUS can undertake a second-stage investigation over a further 45 days. In some cases, parties may withdraw a filing to reset these statutory deadlines and allow time for further CFIUS review and in some cases for the negotiation of mitigation remedies (discussed below), though sometimes commercial reasons will cause parties to withdraw a deal. CFIUS can refer a matter to the president for disposition, in rare (but increasing) cases.

While overall notice filing volume remained stable in 2025, the statistics suggest that parties can face a challenging review environment once transactions enter the investigation phase. In particular, the proportion of transactions withdrawn after the commencement of an investigation increased again in 2025, reflecting the continued impact of mitigation negotiations and, in a smaller number of cases, the inability of the parties and CFIUS to reach an acceptable resolution to national security concerns, at least during the first review and investigation.

• Withdrawals after investigation increased. Approximately 28% of notices that entered the investigation phase were withdrawn in 2025, up from approximately 23% in 2024. CFIUS approved the withdrawal of 61 notices filed in 2025, of which 58 were withdrawn after the commencement of the investigation period. In most cases, withdrawals occurred after CFIUS advised the parties that the transaction presented national security concerns. Parties typically request withdrawal to allow additional time to negotiate or evaluate proposed mitigation measures outside the statutory review timeline. Consistent with longstanding CFIUS practice, most of these transactions ultimately remained under review rather than being abandoned. Of the 58 notices withdrawn during the investigation period, 51 were subsequently refiled, including 37 refilings in 2025 and 14 in 2026.
• Presidential action remains uncommon, but does occur. The 2025 Report also notes that two transactions reviewed in 2025 were referred for presidential decision, matching the number of presidential decisions issued in 2024. While presidential intervention remains exceedingly rare when measured against overall CFIUS filing volumes, the continuation of presidential action for a second consecutive year is noteworthy. Following three consecutive years with no presidential decisions (2021-2023), the 2024 and 2025 figures suggest that presidential review has reemerged as a feature (albeit infrequently used) of the CFIUS process in cases involving particularly significant national security concerns.

• Chinese investors face continued scrutiny. Chinese investors submitted the largest number of notices over the 2023-2025 period, accounting for 92 filings, followed by Japan (62) and the United Arab Emirates (61). (For CFIUS reporting purposes and consistent with Executive Order 13936 on Hong Kong Normalization (July 17, 2020), transactions originating from Hong Kong are reported as originating from China.) By contrast, Chinese investors submitted only 9 declarations over that same period, presumably due to the heightened scrutiny that CFIUS is perceived to apply to Chinese investments. 

  The top three investor countries for 2025 distinct notice filings were Japan (23), the United Arab Emirates (18), and Canada (15). When accounting for transactions that either originated as a declaration and then filed as a notice, or else notices that were withdrawn and refiled, the most filings again originated from China (33 in 2025), possibly reflecting that more Chinese-investor transactions were subject to withdrawal and refiling to provide CFIUS more time to address national security issues.

The 2025 Report reflects a continued decline in the use of mitigation agreements, consistent with the policy direction articulated in the “America First Investment Policy.” At the same time, the 2025 Report makes clear that CFIUS remains highly focused on monitoring and enforcing compliance with existing mitigation obligations and mandatory filing requirements.

• Mitigation agreements continued their downward trend. CFIUS adopted mitigation agreements to resolve national security concerns in 15 notices filed in 2025, representing approximately 7% of the 2025 notices. This continues the recent decline in the use of mitigation agreements, which is consistent with the policy direction reflected in the “America First Investment Policy,” which called for moving away from “overly bureaucratic, complex, and open-ended” mitigation arrangements toward more targeted measures consisting of concrete, time-bound actions. It is too early to determine whether this represents a durable change in CFIUS practice, but the 2025 statistics indicate that fewer transactions were resolved through mitigation agreements.
• Compliance and enforcement remain a significant priority. Despite the decline in new mitigation agreements, CFIUS maintained a robust compliance and enforcement posture. As of year-end 2025, CFIUS was monitoring 234 active mitigation matters, while CFIUS monitoring agencies conducted 40 site visits in 2025 involving interviews, records reviews, and testing of physical and logical access controls. CFIUS also continued to actively enforce its filing requirements, issuing two formal determinations of noncompliance relating to mandatory filing obligations and continuing to receive and evaluate voluntary self-disclosures concerning potential filing violations. The message is clear: while mitigation may be less common, parties that enter into mitigation agreements should expect ongoing and active oversight.

The 2025 Report also highlights CFIUS’s continued focus on identifying and reviewing transactions that were not voluntarily notified. In 2025, CFIUS identified “thousands of potential non-notified transactions,” investigated 90 of those matters to determine whether further review was warranted, and ultimately opened formal inquiries into 62 transactions. CFIUS ultimately requested a filing in nine cases, while in two additional instances the parties voluntarily filed after receiving CFIUS outreach. The Report notes that CFIUS relies on a wide range of information sources to identify non-notified transactions, including “interagency referrals, public tips, classified reporting, media reports, self-disclosures, congressional notifications, commercial databases, and other sources.” The statistics serve as a reminder that the voluntary nature of the CFIUS regime does not eliminate regulatory risk. Even where a filing is not required, parties remain subject to the possibility of post-signing or post-closing scrutiny, underscoring the importance of conducting a careful CFIUS assessment for transactions that may raise national security considerations.

As the 2025 Report itself cautions, a variety of factors affect the data it presents, which per CFIUS may make it difficult to “extrapolate CFIUS trends year-over-year,” especially as the disposition of any particular case depends on its specific facts and circumstances. Nevertheless, the 2025 Report reflects a CFIUS process that is becoming more operationally complex, technically sophisticated, and institutionally developed. The government shutdowns in 2025 demonstrated that funding lapses can delay CFIUS reviews, and potential appropriation warning signs should be considered in deal planning. The increased number of declarations that resulted in a required notice filing (which extended the regulatory timeline in each of the impacted transactions) suggests that the short-form process may be less predictable than perhaps the 2024 declaration statistics might have indicated. At the same time, the establishment of the Office of Research and Analysis, CFIUS’s continued stakeholder engagement, and its sustained compliance and enforcement activity suggest that CFIUS is continuing to expand the tools and institutional capacity through which it assesses and manages national security risk. For deal parties and their advisors, the practical takeaway is that CFIUS issues should be evaluated early, with careful attention to filing strategy, transaction timelines, technical diligence, and proactive regulatory planning.