CFIUS 2025 Annual Report: Key trends in transaction reviews, enforcement, and investment security policy

The Committee on Foreign Investment in the United States (CFIUS or the Committee)’s 2025 Annual Report to Congress underscores a key consideration for cross-border dealmakers: CFIUS strategy may serve as a core element of transaction planning, risk allocation, and deal execution rather than a back-end regulatory exercise.

This alert highlights the filing trends, mitigation outcomes, timing considerations, enforcement priorities, and policy developments identified in the CFIUS 2025 Annual Report that could shape how investors, US businesses, boards, and deal teams approach cross-border transactions in the year ahead.

Key takeaways at a glance

• CFIUS is increasingly strategic. Increased review of non-notified transactions and creation of the Known Investor Pilot Program and Strategic Vendor Program may call for revised legal engagement.
  
  
• Enforcement risk remains a key consideration. Non-notified transactions and mandatory filing compliance continue to warrant careful diligence, particularly where sensitive technologies, infrastructure, data, government contracts, or supply-chain issues are present.
  
  
• Filing strategy matters. Short-form declarations may be efficient, but an incorrect filing path could add time, costs, and uncertainty if CFIUS requests a full joint voluntary notice.
  
  
• Timelines could take longer than expected. Withdrawal and refiling, extended investigations, tolling related to government shutdowns, and mitigation negotiations could push overall review timelines beyond statutory periods.
  
  
• Mitigation may not resolve all concerns. Lower mitigation rates do not necessarily indicate a less rigorous review process. Some concerns may be too fundamental, too difficult to monitor, or too commercially burdensome to resolve through a National Security Agreement (NSA).

Overview

On August 7, 2026, CFIUS released its Annual Report to Congress covering calendar year 2025. The Annual Report reflects a CFIUS process that remains active and consequential while demonstrating an increasingly tailored approach to foreign investment review.

According to the report, parties submitted 347 joint voluntary notices and declarations for covered transactions in 2025 – the first increase in total filings since 2022. Greater use of short-form declarations helped drive the increase, although declarations were less likely to obtain clearance than in recent years, with 36 declarations resulting in requests for joint voluntary notices compared to 17 such requests in 2024. CFIUS continued to clear most transactions without mitigation measures, but more transactions were abandoned or subject to presidential action due to national security concerns. A significant portion of joint voluntary notices also required withdrawal and refiling, suggesting that timelines could extend beyond the formal statutory review periods and potentially delay deals.

These developments are consistent with a broader evolution in US investment security policy. CFIUS continues to prioritize protection of US national security interests through transaction reviews, compliance monitoring, enforcement, and scrutiny of non-notified transactions. At the same time, the US Department of the Treasury seeks to improve the process for credible transaction parties through initiatives such as the Known Investor Pilot Program and increased policy outreach. These efforts aim to encourage parties to engage with the Committee proactively before filing, facilitate investment from allies and partners, and demonstrate how responsible foreign investment can strengthen domestic development of critical technologies, critical infrastructure, and US supply chains.

For investors and US businesses, the value of early and strategic engagement with CFIUS may be increasing, while the selection of an appropriate filing strategy, realistic assessment of review timelines, and evaluation of potential national security considerations continue to warrant careful attention in deal planning. 

Next steps for investors and US businesses

The 2025 Annual Report gives rise to several practical considerations for investors and US businesses:

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Key findings of the report

CFIUS filings increase following two consecutive years of decline, reflecting a 2025 M&A rebound

Of the 347 CFIUS filings submitted in 2025, 207 were joint voluntary notices and 140 were declarations. This represents an increase from 325 total filings in 2024, when parties submitted 209 joint voluntary notices and 116 declarations. Such increase reflects an overall rebound in merger and acquisition (M&A) activity, largely driven by a surge in technology and artificial intelligence deals.

The increase in CFIUS filings was primarily driven by declarations. Despite greater use of the abbreviated filing process, declaration outcomes were less favorable in 2025 than in 2024. Approximately 66 percent of declarations were cleared in 2025, down from approximately 78 percent in 2024. Approximately 26 percent resulted in a request from the Committee for a full joint voluntary notice, compared with approximately 15 percent in 2024. The remaining declarations received responses indicating that CFIUS was unable to conclude action based on the declaration, resulting in continued regulatory uncertainty for the filing parties.

While overall filings increased, the most common investor countries – China, Japan, France, Singapore, Canada, and the United Arab Emirates – remained relatively steady across both joint voluntary notices and declarations.

The declaration process may remain a valuable option for certain transactions, particularly where parties believe the transaction can be effectively presented in an abbreviated filing. The 2025 results demonstrate, however, that a declaration does not necessarily result in a quicker path to clearance, as some declarations lead to requests for a full joint voluntary notice, which could extend the overall review process.

A request for a full joint voluntary notice could significantly extend the transaction timeline, increase transaction costs, and introduce uncertainty into closing. Parties are encouraged to consider the sensitivity of the US business, the investor's ownership and governance structure, any foreign government relationships, the parties' prior CFIUS history, and whether the information provided in an abbreviated filing is likely to enable the Committee to assess potential national security concerns within the 30-day declaration review period.

For some transactions, an initial full joint voluntary notice may offer a more predictable review path than an initially faster declaration. Selecting the appropriate filing form increasingly requires a transaction-specific assessment rather than reliance on overall clearance statistics.

Declining mitigation rates reflect greater differentiation among transactions

CFIUS adopted mitigation measures as a condition of clearing 15 joint voluntary notices in 2025, which represented approximately seven percent of the 207 joint voluntary notices filed during the year. This furthered the decline in mitigated clearances observed since 2022, when CFIUS imposed mitigation measures as a condition of clearing 52 notices.

A reduction in the number of mitigated transactions may not be interpreted as evidence that CFIUS review has become less rigorous, as it is possible that parties either 1) do not file voluntarily with CFIUS where filing is not mandatory or 2) do not proceed with certain deals because of anticipated CFIUS scrutiny. Seven joint voluntary notices were withdrawn after CFIUS identified national security concerns or proposed mitigation measures that the transaction parties declined to accept. Two additional transactions were subject to presidential action, which included prohibiting the transactions and ordering divestment. Approximately 25 percent of all joint voluntary notices filed were withdrawn and refiled during the review process before ultimately receiving CFIUS clearance.

The combination of relatively limited use of mitigation measures and an increase in transactions that failed to proceed may reflect a more differentiated approach to case resolution. Transactions presenting manageable risks may be cleared with limited or no mitigation, while transactions presenting fundamental national security concerns may be subject to mitigation proposals that the parties view as commercially impractical, or that CFIUS may view as generally unsuitable for mitigation.

These developments place increased emphasis on pre-signing diligence. Notably, not every national security concern may be resolved through an NSA. Before allocating CFIUS risk in transaction documents, parties are encouraged to assess not only whether mitigation is possible, but whether likely measures would be operationally, commercially, and legally feasible, and whether CFIUS will likely conclude that the mitigation measures are monitorable and enforceable.

Where concerns are foreseeable, parties may benefit from pre-transaction restructuring and proactively developing a credible risk-management proposal. They are also encouraged to engage in pre-filing consultations with CFIUS via the portal on its website, launched in July 2026. (See the press release for more information.) Well-developed proposed NSA mitigation measures can demonstrate to the Committee that the parties understand the relevant national security risks and are prepared to implement targeted measures to address those risks while preserving the commercial objectives of the transaction.

Transaction timelines continue to extend beyond statutory review periods

Three US government shutdown events impacted CFIUS review timelines for 2025 filings, including lapses in appropriations from October 1, 2025 to November 12, 2025, January 31, 2026 to February 3, 2026, and February 14 to April 30, 2026.

During each shutdown, all statutory case timelines tolled. Those delays are not reflected in CFIUS’s published statistics showing average and median days to complete its reviews of declarations and joint voluntary notices. Excluding periods during which statutory deadlines were tolled, CFIUS cleared 67 percent of distinct covered transactions during either the 30-day declaration assessment period or the initial 45-day joint voluntary notice review period.

Nevertheless, a significant number of transactions required additional time. Approximately 25 percent of joint voluntary notices were withdrawn and refiled in 2025, an increase from approximately 20 percent in 2024. CFIUS also extended the investigation period by 15 days in eight cases based on extraordinary circumstances, compared with two cases in 2024.

The Annual Report explains that lapses in appropriations materially disrupted CFIUS operations, tolled deadlines in active cases for more than 120 days, and delayed the Committee’s ability to accept new transactions. Separately, the data may suggest that transaction parties should not exclusively rely on formal statutory periods when establishing outside dates for deal timing or allocating regulatory risk.

A practical transaction timeline typically includes preparation of the filing, pre-filing engagement with Treasury and other potential CFIUS member agency key stakeholders, CFIUS review of a draft joint voluntary notice, follow-up questions, withdrawal and refiling, mitigation negotiations, and implementation of measures required before clearance. Transactions involving sensitive technologies; US government relationships or contracts, particularly involving defense supply chain sole source providers; complex ownership structures; or investors with significant activities in higher-risk sectors and geographies may require additional time.

Transaction planning may account for these possibilities through realistic outside dates, carefully drafted regulatory covenants, clear responsibility for mitigation decisions, and a coordinated strategy for engaging with CFIUS.

Non-notified transactions and mandatory filing requirements remain enforcement priorities

Among the thousands of potentially non-notified transactions that CFIUS identified for possible review, including closed transactions that were not filed with the Committee, CFIUS investigated 90 transactions in 2025 and opened formal inquiries into 62 of them. Eleven non-notified transactions, including nine requested by CFIUS and two submitted voluntarily after a non-notified inquiry, ultimately resulted in filings.

These figures were lower than in 2024, but the operational disruptions described in the Annual Report due to the US government shutdowns may have temporarily affected the Committee’s focus on non-notified investigations.

The Committee has also continued to investigate compliance with mandatory filing requirements and evaluate potential violations reported by transaction parties or identified through other means. CFIUS issued two formal determinations of non-compliance with mandatory filing requirements in 2025.

Penalties for failing to make a mandatory filing can be significant. Parties are encouraged to evaluate potential mandatory filing requirements early and document the factual and legal basis for their conclusions. Such analysis may account for the US business’s technology, infrastructure, data, export control classifications, government contracts, and other facts relevant to its potential status as a technology, infrastructure, and data (TID) US business.

Transactions that do not require mandatory filings may also warrant careful consideration. A transaction may attract CFIUS attention after closing, particularly where it involves critical technologies, critical infrastructure, sensitive personal data of US citizens, or US government supply contracts, or if it otherwise falls within CFIUS jurisdiction. A post-closing inquiry by CFIUS could create substantially greater commercial and regulatory risk than a strategically planned filing or consultation before closing.

When assessing whether to file, companies are encouraged to consider the likelihood that CFIUS will be interested in reviewing the transaction, the potential severity of any national security concerns, what agency stakeholders have equities, the consequences of post-closing intervention, and whether proactive engagement with the Committee would provide strategic benefits beyond obtaining safe harbor.

Notable developments that may influence future reviews

The 2025 Annual Report highlights several developments that may influence the Committee’s reviews in 2026 and beyond.

• In 2025, Treasury’s Office of Investment Security established an Office of Research and Analysis, which serves as an in-house technical resource composed of scientists, engineers, data specialists, and other subject-matter experts dedicated to investigating and reviewing foreign investments. The office aims to help CFIUS examine how particular technologies function, how data may be used, where technical dependencies exist, and how a transaction may affect supply-chain resilience or future technological capacity.
  
  
• Treasury has continued to expand its investment security resources through appropriated funding, including the hiring of case officers to support reviews and investigations of covered transactions, detection of and response to non-notified and non-declared transactions, mitigation compliance and enforcement, technology research and analysis, collaboration with international partners and allies, and investment security policy development.
  
  
• In July 2025, the Secretary of the Treasury and the Secretary of the Department of Agriculture (USDA) signed a memorandum of understanding that memorialized USDA’s “valuable contributions as a member of CFIUS for transactions related to agriculture and commits to improved information sharing on relevant foreign investments in agricultural land,” which could reflect a heightened focus on Part 802 real estate transactions in the future.
  
  
• The Known Investor Pilot Program formally launched, followed by a request for information in February 2026 seeking stakeholder feedback. The program was developed in response to President Donald Trump's direction to create an expedited review process for certain investors from US allies and partners while improving administrative efficiency through the collection of investor information ahead of potential filings.
  
  
• While not explicitly addressed in the 2025 Annual Report, Treasury introduced the Strategic Vendor Program in June 2026, which seeks to connect companies that have completed the CFIUS process with US-based suppliers and vendors. The program is intended to strengthen US supply chains, support investment in critical technologies, and help relevant domestic vendors expand their operations and manufacturing capabilities. Treasury is coordinating with the Department of War, the Department of Commerce, and the US Small Business Administration in connection with the program.

Going forward

CFIUS continues to play a significant role in the execution of cross-border transactions. The 2025 Annual Report underscores that transactions presenting serious concerns could face substantial restrictions or fail to proceed. The Committee’s approach to the evolving national security landscape may encourage credible investors and US businesses to engage earlier, provide the US government with a clearer understanding of the transaction, and demonstrate how foreign investment can support US strategic objectives.

DLA Piper’s National Security and Global Trade team assists investors, US businesses, boards, and transaction teams with CFIUS risk assessments, mandatory filing analyses, transaction planning, declarations and joint voluntary notices, mitigation negotiations, compliance programs, and engagement with Treasury and other CFIUS agencies.

Please contact any of the authors to discuss how the 2025 Annual Report or other recent CFIUS developments may affect a contemplated or completed transaction.