The Committee on Foreign Investment in the United States ("CFIUS" or the "Committee") released its Annual Report to Congress covering calendar year 2025 (the "Report"). Despite the change in presidential administrations and a lapse in appropriations, in several respects, the Report reflects trends already evident in the 2024 CFIUS landscape, including a continued reliance on mitigation to address national security concerns and a consistent amount of presidential action. The data also identify a decrease in non-notified formal inquiries and requested filings by CFIUS and an increase in the number of notices withdrawn and refiled with the Committee. Mitigation rates remained roughly steady from 2024.
The following are our key takeaways from the Report:
1. The number of CFIUS filings increased in 2025, with the number of declarations notably larger than in 2024.
CFIUS saw 207 full notices and 140 declarations in 2025, compared to 209 full notices and 116 declarations in 2024, and 233 full notices and 109 declarations in 2023. Notices are down modestly from 2024 and remain well short of 2022's record 286 notices, while declarations rose to their highest level since 2022 (154 declarations that year). This increase in declarations may reflect growing confidence in the declaration process and an industry response to the "America First Investment Policy," detailed here, promulgated by the current Trump Administration. Full filings that went into an investigation phase after review remained steady at approximately 50% (specifically 114 notices out of the total 207). CFIUS requested 36 of the 140 declarations submitted in 2025 to file a full notice with the Committee.
2. CFIUS mitigation remains steady.
In 2025, CFIUS adopted mitigation measures and conditions in connection with 25 notices, or approximately 12 percent of the 207 total notices filed, up slightly from 9 percent in 2024 but still far below the 21 percent seen in 2023 and 23 percent in 2022. Of these, CFIUS concluded action after entering into mitigation agreements with respect to 15 notices (approximately 7 percent of 2025 notices), entered into mitigation agreements with respect to two notices that were voluntarily withdrawn and abandoned, and imposed interim mitigation measures with respect to two additional notices during the CFIUS review period. While the Trump Administration's "America First Investment Policy" clearly articulated the Administration's goal of curbing "overly bureaucratic, complex, and open-ended" mitigation agreements for investment from foreign allied countries, any associated reduction in mitigation is likely to take some time to implement, and may not be reflected in last year's data.
3. Presidential action remained consistent, with two decisions issued for 2025 notices.
A presidential order prohibiting the purchase and requiring the divestment of a U.S. business was issued with respect to two notices filed in 2025, both of which involved Chinese investors. This follows the two presidential decisions reported for 2024. With similar presidential action levels year-over-year, transaction parties should continue to treat the risk of an ordered prohibition or divestment as a real possibility, particularly in transactions where there is a China nexus.
4. CFIUS's non-notified program remained active, though formal inquiries and requested filings declined from 2024.
In 2025, the Committee said it identified thousands of potential non-notified transactions and investigated 90 of these transactions to determine which to open as official inquiries. CFIUS opened official inquiries into 62 transactions and requested a filing for nine of these non-notified transactions, down from 12 filings requested (of 76 formal inquiries) in 2024. Two parties in receipt of non-notified-related outreach voluntarily filed a declaration or notice in 2025, compared to five in 2024. The reduction in CFIUS official inquiries and filing requests may be reflective of the Committee's reduced capacity as a result of the 2025 lapse in appropriations, which is discussed in greater detail below.
5. A major lapse in appropriations materially disrupted CFIUS's operations and case timelines in 2025.
As outlined in the Report, lapses in appropriations for all U.S. Government agencies from October 1 to November 12, 2025 tolled statutory case deadlines for 43 days in total, and two further lapses affecting certain CFIUS member agencies (from January 31 to February 3, 2026, and from February 14 to April 30, 2026) also affected the timelines for notices filed at the end of 2025. After excluding tolled days, however, the average time to close a case in review was 45.4 calendar days and in investigation was 82.8 calendar days for covered transactions in 2025. For declarations, the average time to complete the 30-day assessment was 30.1 calendar days. Notwithstanding the funding disruption, Treasury reported that, after excluding tolled days, the Committee cleared a total of 67 percent of all covered transactions within the initial 30-day assessment period for declarations or the first 45-day review period for notices. The Committee continued to meet the statutory deadlines for commenting on and accepting notices, averaging 5.35 business days for comments on draft notices and 3.44 business days to accept formal written notices. Despite these numbers, transaction parties felt the uncertainty of tolling periods throughout the government shutdowns. Transaction parties should therefore closely monitor U.S. Government funding deadlines and take all necessary steps to mitigate the risk that any lapse in appropriations could delay closing, including through risk allocation in the relevant transaction documents.
6. Withdrawals and refilings increased further in 2025.
The proportion of notices withdrawn after the commencement of CFIUS investigation rose to approximately 28 percent in 2025, up from 23 percent in 2024 and 19 percent in 2023. Of the 207 notices filed in 2025, 61 were withdrawn (58 after commencement of the investigation period), and the parties refiled a new notice in 51 of these instances (37 refiled in 2025 and 14 in 2026). Seven withdrawals resulted in abandonment after CFIUS was unable to identify acceptable mitigation measures/mitigation proposals were not accepted by the parties, and three were abandoned for commercial reasons. It is difficult to extrapolate meaning from the year over year changes with respect to withdrawal and refiling requests, particularly in a year characterized by a lengthy lapse in appropriations. Parties should, at a minimum, understand that CFIUS timelines fluctuate and, depending on the complexity of the transaction, note that review may require a withdrawal and refiling, resulting in a significantly extended timeline, especially when time is needed to negotiate mitigation terms.
7. China remained in the top spot among investor countries for notices, likely reflective of CFIUS withdrawal and refiling requests, while Japan led for distinct transactions and declarations.
China filed the highest number of notices in 2025, accounting for 17 percent (33 notices) of total notices, followed by Japan with 12 percent (23 notices), the United Arab Emirates (18 notices), and Canada (15 notices). Over the 2023-2025 period, China led with 14 percent (92 notices) of total notices, followed by Japan (10 percent, 62 notices). However, consistent with prior years, when counting only individual, distinct transactions, the top investor countries for notices in 2025 were Japan, the United Arab Emirates, and Canada—suggesting that China's notice count is inflated by withdrawals and refilings (likely due to additional time required to negotiate mitigation). For declarations, Japan led with 18 declarations in 2025, followed by France (14 declarations), and Singapore (13 declarations); for the 2023-2025 period, Japan (12 percent, 45 declarations), France (8.9 percent, 34 declarations), and Canada (8.7 percent, 33 declarations) led.
8. The Committee's real estate authorities remain a live area.
The Report discloses that seven of the 140 declarations and seven of the 207 notices accepted in 2025 were covered real estate transactions filed under 31 C.F.R. part 802, compared to six declaration and three notices in 2024. While real estate filings remain relatively low, 2025 policy actions, particularly the America First Investment Policy and the U.S. Department of Agriculture's ("USDA") National Farm Security Plan, signal a continued emphasis on the national security nexus of real estate transactions. The number of covered real estate transactions therefore will likely continue to grow over time.
CFIUS remains principally a voluntary regime. Nevertheless, the Report and CFIUS's consistent public messaging underscore the fact that the Committee is operating with an unprecedented level of authority. As revealed by the Report, the most notable impact on CFIUS's reach and process was the 2025 appropriations lapse, leaving transaction parties in CFIUS limbo for an extended period of time and negatively impacting clearance and therefore deal timelines. The Trump Administration has made clear that CFIUS and foreign investment regulation remain key policy priorities and presidential engagement in the CFIUS process continues, as reflected by the aforementioned presidential actions. Parties should therefore engage experienced CFIUS counsel at the earliest stages of a transaction to identify, assess and address potential CFIUS risks comprehensively.
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This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.
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