CFIUS annual report for 2025: Key takeaways

On August 7, 2026, the Committee on Foreign Investment in the United States (“CFIUS”) released its annual report to Congress for calendar year 2025. The report covers 347 covered transactions, consisting of 207 written notices and 140 declarations, that were filed for CFIUS review last year.

CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States and the effect of those transactions on U.S. national security. The Committee is required to provide an annual report to Congress containing specific, cumulative, and trend information related to transaction filing.

Key Annual Report Takeaways:

• CFIUS filing volume rose to 347 covered transactions in 2025 (up from 325 in 2024), driven by an approximately 21% increase in declarations.

• Government shutdowns significantly impacted processing timelines, tolling deadlines over 120 days across three appropriations lapses.
• Despite the shutdowns, CFIUS cleared 67% of all covered transactions within the initial review or assessment period, excluding days tolled during the lapses.
• Declarations where CFIUS ultimately requested parties submit a notice more than doubled year-over-year (36 in 2025 vs. 17 in 2024), signaling heightened scrutiny of transactions initially filed through the shorter-form process.
• China remains the top source of notices, while Japan now leads in declarations and overall combined filings, continuing the shift in filing patterns.
• Treasury launched the Known Investor Pilot Program, creating a “fast track” process for allied and partner investors.
• CFIUS is actively pursuing non-notified transactions, reviewing thousands, investigating 90, and requesting filings for 9 in 2025.
• Parties should consider CFIUS review early in the deal process, as review timelines and mitigation requirements can materially affect transaction negotiations and closing schedules.

Notices

CFIUS received 207 notices for covered transactions. Of note:

• 114 notices proceeded to the investigation phase (approximately 55%), which is similar to 2024 when 56% of notices proceeded to the investigation phase.
• 61 notices were withdrawn, and 51 were refiled after CFIUS informed the parties that the transaction posed a national security risk. Parties withdrew 58 of the 61 after the commencement of the investigation period. Withdrawing the notice gave the parties additional time to consider the proposed mitigation terms. Of the 51 refilings, 37 were refiled in 2025 and 14 in 2026.
• 10 notices were withdrawn, and the transaction was abandoned. In seven of these instances, CFIUS either (a) informed the parties that it was unable to identify mitigation measures that would resolve the national security concerns or (b) proposed mitigation measures that the parties chose not to accept. In the remaining three, the parties did not proceed for commercial reasons.
• 2 presidential decisions were issued related to transactions for which CFIUS initiated a review in 2025.
• 3 notices were rejected by CFIUS.
• The Finance, Information, and Services sector continued to produce the most non-real estate notices (50%), followed by the Manufacturing sector (39.5%).
• Investors from China filed the most notices, followed by investors from Japan, the United Arab Emirates, and Canada.

Declarations

CFIUS received 140 declarations in 2025 (up from 116 in 2024), including seven related to real estate transactions. Fifty-one declarations were subject to mandatory filing requirements. In total:

• 92 were concluded, accounting for approximately 66% of declarations filed.
• 36 requests for notice were made (up significantly from 17 in 2024).
• 1 declaration was withdrawn.
• CFIUS was unable to conclude 11 actions.
• No declarations were rejected.
• Investors from Japan filed the most declarations (18), followed by France (14) and Singapore (13).

Japan also led over the three-year period 2023–2025, accounting for 12% of declarations, followed by France (8.9%) and Canada (8.7%). Japan also filed the most combined notices and declarations in 2025, continuing the shift from China having the most total CFIUS filings in prior years.

Timelines

Timelines and process efficiency were significantly impacted by lapses in appropriations, including two lapses in 2026 that affected certain notices filed late in 2025. Together, these lapses tolled more than 120 days. All timeline figures below are net days tolled. Despite the lapses, CFIUS cleared 67% of all covered transactions within the 30-day declaration assessment period or the initial 45-day notice review period:

• Draft notices: On average, CFIUS provided written comments within 5.35 business days of a draft notice being submitted (improved from 6.5 days in 2024).
• Formal written notices: On average, CFIUS accepted formal written notices within 3.44 business days (slightly longer than 2.7 days in 2024).
• Reviews: CFIUS averaged 45.4 calendar days to complete reviews with a median of 45 days (slightly improved from 46.5 and 46 days, respectively, in 2024).
• Investigations: On average, investigations took 82.8 days. The median was 91 days (improved from 87.5 and 91 days, respectively, in 2024).
• Declarations: Average 30.1 calendar days with a median of 30.0 days (declarations accepted within an average of 6.87 days of submission).

Mitigation measures

CFIUS adopted mitigation measures and conditions with respect to 25 notices (approximately 12% of the total number of notices filed), the same rate as 2024. The 2025 measures included:

• 15 mitigation agreements or orders to resolve national security concerns as part of concluding the action.
• 2 mitigation agreements to address residual national security concerns related to transactions voluntarily withdrawn and abandoned by the parties.
• 5 letters granting withdrawal and abandonment with conditions imposed.
• 2 sets of measures imposed to mitigate interim risk.
• 2 presidential orders prohibiting the purchase and requiring divestment of a U.S. business.

Mitigation measures imposed in 2025 included, for example, restricting the transfer of intellectual property or technical information, establishing corporate security committees and proxy agreements, restricting certain categories of personnel from serving in certain positions, and requiring U.S.-only location of certain facilities and operations.

Dealmakers must recognize that negotiating an NSA is only the first hurdle. With 234 active mitigation agreements now under active interagency monitoring and 40 on-site audits conducted in 2025 alone, post-close compliance governance, including establishing Security Committees, appointing approved Security Directors, and implementing strict logical/physical separation protocols, requires dedicated executive oversight and budget.

Other developments

The 2025 report also highlights that:

• As of the end of 2025, the Committee was monitoring 234 mitigation agreements and conditions. Compliance monitoring agencies conducted 40 site visits in 2025, and two formal determinations of noncompliance were issued with respect to mandatory filing requirements.
• Known Investor Pilot Program: Treasury launched this program in 2025 to implement President Trump’s America First Investment Policy direction to create an expedited “fast track” process for allies and partners. The program collects detailed information from foreign investors in advance of filing potential transactions so that CFIUS can maximize administrative efficiencies.
  • While the Known Investor Pilot offers an expedited runway for trusted allied capital (particularly from jurisdictions like Japan, France, and Singapore), qualifying requires upfront transparency regarding LP structures, sovereign wealth connections, and beneficial ownership that many PE/fund sponsors historically resist disclosing.
• Treasury and USDA signed a Memorandum of Understanding on July 8, 2025, memorializing USDA’s role as a CFIUS member for agriculture-related transactions and committing to improved information sharing on foreign investments in agricultural land.
• The Office of Research and Analysis (R&A) was established within the Office of Investment Security (OIS) in 2025 as an in-house technical branch comprised of scientists, engineers, and data subject matter experts dedicated to investigating and reviewing foreign investments.
• CFIUS reviewed 166 covered transactions involving acquisitions of U.S. critical technology companies in 2025. Japan had the most critical technology transactions (20), followed by France (16) and Israel (15).
• CFIUS identified thousands of potential non-notified transactions in 2025, investigated 90, opened official inquiries into 62, and requested a filing for 9.
• Pursuant to President Trump’s America First Investment Policy memorandum, issued February 21, 2025, CFIUS is reviewing its processes to address new and evolving threats while maintaining the United States’ strong, open investment environment.

What this means for dealmakers

The 2025 report reinforces that CFIUS should be considered at the earliest stages of deal planning. Rising filing volumes, the sharp increase in declarations converted into full notices, and the tolling effect of appropriations lapses all mean that review timelines are less predictable than the statutory periods suggest. Parties should assess CFIUS exposure during diligence, allocate regulatory risk deliberately in the transaction documents – including through outside dates, efforts standards, and mitigation-related conditions – and build realistic time for review, investigation, and any mitigation negotiation into the closing schedule. Parties whose transactions were not filed should also account for the Committee’s continued pursuit of non-notified transactions.

Incorporating the following high-impact strategies will help C-suites, general counsels, and private equity sponsors maximize deal value and minimize risk:

• Re-evaluate the Declaration Strategy: If a target involves critical technology or sensitive personal data, filing a declaration risks burning 30 days only to be kicked into a full 45-day notice, restarting the clock and derailing transaction timing.
• Diligence the Technical Footprint: Given the technical firepower of the newly formed OIS R&A division, parties must conduct rigorous pre-filing technical diligence on software repositories, third-party code dependencies, and foreign engineer access.
• Contractual Risk Allocation Beyond Standard “Hell or High Water”: M&A agreements must specifically delineate what levels of NSA mitigation (e.g., board carve-outs, IP firewalls, ring-fenced source code, mandatory US-citizen-only operations) the buyer is obligated to accept before an abandonment right is triggered.

If you have questions about how the 2025 annual report may affect a pending or contemplated transaction, please contact the authors or the Reed Smith lawyer with whom you regularly work.