More Filings, Not More Certainty: What the 2025 CFIUS Annual Report Reveals

The US Department of the Treasury (Treasury) has released the latest annual report for the Committee on Foreign Investment in the United States (CFIUS). The report shows a 7% rise in total filings for 2025, with an increase in declarations but essentially no increase in notices or distinct transactions. While declaration escalations, withdrawals, extensions, funding-lapse tolling, and presidential action kept the process demanding, 2025 data does not show a significant correlation between the new America First Investment Policy and case outcomes.

Of the 347 filings that were reviewed or assessed, the CY 2025 report identified 140 declarations and 207 notices. CFIUS sent 114 notices (55%) to investigation, saw 61 notices withdrawn and 51 refiled, adopted mitigation measures or conditions regarding 25 notices (approximately 12% of notices), including 15 notices where action was concluded after a mitigation agreement, and reported two presidential decisions.

The report also highlights the Known Investor Pilot Program, a new Office of Research and Analysis, and continued compliance and non-notified work. The headline numbers are useful, but the cross-year pattern is more instructive.

RESULTS OF FIVE YEARS OF REPORTING

The Filing Rebound Is Real, but It Overstates Underlying Deal Volume.

Total filings rose from 325 in CY 2024 to 347 in CY 2025, the first increase since CY 2022. Declarations drove the increase (116 to 140), while notices slipped from 209 to 207. A rough deduplication of the report’s data, removing same-year refiles and declaration-to-notice conversions, puts distinct transactions at roughly 274, slightly below CY 2024 (this is an estimate, as the report does not publish a distinct-transaction figure; inputs are the 37 notices refiled in CY 2025 and the 36 declarations for which CFIUS requested a notice).

Friction also persisted, with 55% of notices going to investigation, 58 notices (28%) being withdrawn after the investigation period commenced, three notices being withdrawn during the review phase, eight investigations receiving extraordinary extensions, and two transactions reaching presidential decision.

The transactions reaching presidential decision cut in different directions: One required the divestment of Jupiter Systems, LLC by Suirui International Co., Ltd., while the other declined to enforce the earlier prohibition of the Nippon Steel/U.S. Steel transaction, which closed subject to mitigation. Presidential action therefore signals case-specific scrutiny, not necessarily a uniform move toward prohibition.

Ten transactions were abandoned, seven after CFIUS advised that it could not identify mitigation measures or the parties declined the proposed measures, and three for commercial reasons.

Declarations Became Less Reliable as a One-Step Clearance.

A filing form should be chosen for its outcome certainty, not for its statutory period. CFIUS cleared 66% of declarations, down from 78% in CY 2024; it requested notices in 26% of cases, up from 15% in CY 2024, and was unable to conclude in 8% of cases. For a straightforward, low-risk deal, a declaration can still save time. For cases involving key or emerging technologies, sensitive and other data, critical infrastructure, government customers, complex ownership, or likely areas for mitigation, using a declaration may only add 30 or more days before a joint voluntary notice is filed.

The report’s country tables show how differently the short form is used. Japan filed the most declarations with 18, followed by France with 14 and Singapore with 13, while China filed the most notices with 33 (17%), followed by Japan with 23 (12%). Where a transaction is likely to attract a request for a joint voluntary notice, planning for the more fulsome submission at the outset is usually the better assumption.

The Statutory Clock Understates the Deal Clock.

Deal documents should be built around elapsed time, including prefiling, acceptance, tolling, backlog, extensions, and refiles. Declarations also took 6.87 days on average to be accepted, up from 4.2 days. The reported averages, 45.4 days for review and 82.8 days for matters closing in investigation, exclude tolled days. Appropriations lapses tolled active deadlines for more than 120 days in total across three separate lapses, delayed acceptance of new filings, and carried some CY 2025 cases into CY 2026.

For a foreign acquirer, the elapsed clock is even longer, since certified English translations are mandatory for foreign-language documents and CFIUS may ask about any foreign statute that is referenced by the acquirer’s governance documents.

Known Investor Pilot Program Is a Policy Signal but Not (yet) a Measurable Shortcut.

Nationality matters, but rights, access, technology, data, infrastructure, and supply-chain effects still drive the risk analysis. The report emphasizes a fast track for allies and partners through the Known Investor Pilot Program; however, the CY 2025 outcome data remains broadly consistent with prior years, and the report does not describe a generally available expedited track, a lower substantive standard for analysis, or safe harbor. Country rankings also need care.

China led notices with 33 (17%), followed by Japan with 23 (12%), the United Arab Emirates with 18, and Canada with 15. On a distinct-transaction basis, however, the leaders were Japan, the United Arab Emirates, and Canada because the notice table reflects total filing volume including transactions that were withdrawn and refiled. Japan, France, Israel, and Germany also led critical-technology cases.

The report also notes that its country totals exceed the number of transactions reviewed, because a single transaction may involve acquirers from more than one country.

When Annual Enforcement Counts Fall, CFIUS Continues to Exercise Its Full Range of Powers.

At year end, CFIUS monitored 234 agreements and conducted 40 site visits, with both categories having decreased since CY 2024, and no civil penalty was publicly announced for CY 2025, as compared with five penalties assessed in CY 2024. Those figures do not signal retreat. CFIUS issued two formal mandatory-filing noncompliance determinations, screened thousands of potential non-notified transactions, opened 62 inquiries, and requested nine filings.

The new research, compliance, and enforcement infrastructure matters more than any one year’s penalty or site-visit count: CFIUS is continuing to identify old deals and test whether mitigation continues to work after closing.

The two determinations of noncompliance are also an increase on CY 2024, when CFIUS completed two investigative actions on mandatory filing compliance and issued one such determination.

KEY TAKEAWAYS FOR DECISIONMAKERS AND LEGAL COUNSEL

• Elevate CFIUS to deal intake. Map foreign ownership, investor rights, sensitive technology and data, government touchpoints, real estate and proximity issues, and supply-chain dependencies before deal price and timing harden.
• Budget to elapsed time. Outside dates, financing, cooperation covenants, and risk allocation should account for filing acceptance, funding-lapse tolling, extensions, and refiles, not just 30-, 45-, or 90-day clocks.
• Use declarations selectively. Choose the short form only when the facts are simple and a notice request would not disrupt the deal. Where the ownership chain is complex or mitigation is likely, the notice track is usually the realistic starting point.
• Document the no-file decision. A short contemporaneous jurisdiction and risk memorandum is easier to defend than a historical reconstruction after CFIUS outreach. CFIUS separately encourages parties to keep their own copies of everything filed, including follow-up responses, and the same discipline makes a no-file analysis defensible later.
• Treat mitigation as an operating model. Bring information technology, data, human resources, governance, and supply-chain teams in before agreeing to mitigation controls. Where the acquirer is a foreign parent, mitigation commonly restricts the parent’s own access to the US business, so internal approvals may be needed before those terms can be accepted.
• Do not rely on an allied passport. The Known Investor Pilot Program may improve the process, but it is not a substantive safe harbor or other way to accelerate CFIUS review of a specific filing.
• Prepare the foreign-acquirer record early. Certified English translations are mandatory for foreign-language documents, and CFIUS may ask about the foreign corporate law referenced in a foreign acquirer’s governance documents. Both take time and belong in the filing schedule rather than in the response window after acceptance.
• Map the ownership information early. Personal identifier information must be complete for directors, officers, and holders of 5% or more, and CFIUS may seek detailed information on indirect foreign investors and limited partners, including jurisdiction of organization, ownership, and contractual rights. Confirm what can be provided, and in what form, before the filing is assembled.