CFIUS Releases 2025 Annual Report

The Committee on Foreign Investment in the United States ("CFIUS") recently delivered its unclassified Annual Report to Congress for the calendar year 2025 ("Annual Report"). CFIUS continued to be very active in 2025, with an increase in the number of CFIUS filings for the first time in several years. On average, the CFIUS process was slightly more protracted for parties in 2025. Although CFIUS cleared 67% of all filings at the initial review or assessment stage, there was an increase in both the percentage of declarations that required a subsequent notice filing and the number of notices that were withdrawn and refiled. CFIUS was also responsible for scuttling seven deals in 2025. At the same time, CFIUS was active in enforcement and monitoring, requesting filings for nine non-notified transactions and issuing notices of noncompliance for failure to make mandatory filings. In contrast, CFIUS did not impose any monetary penalties for violations of material provisions in mitigation agreements. There were also two presidential orders blocking transactions that were reviewed in 2025.

Notably, CFIUS's operations in 2025 were significantly affected by three separate lapses in appropriations affecting the federal government. Pursuant to statute, each lapse required CFIUS to toll case deadlines. Together, the shutdowns tolled deadlines in active cases for more than 120 days, delaying the Committee's ability to accept new transactions and creating uncertainty for parties and dealmakers who depend on a predictable statutory timeline.

As in previous years, the Annual Report summarizes CFIUS's activities during the covered period, including the number and disposition of CFIUS filings, the nature and prevalence of mitigation arrangements, and the geographic source and sector concentration of covered transactions. In addition, the Annual Report describes its 2025 calendar year activities in comparative and cumulative perspective for the years 2016 to 2025. In accordance with the legal prohibition against public disclosure of such information, the Annual Report contains no information with respect to specific transactions. Nonetheless, it remains a remarkable window into the reach and operation of CFIUS and its impact on transactions involving U.S. businesses.

We have set forth below a brief summary of the key data points of the Annual Report, along with a discussion of emerging trends in the CFIUS review process.

Notices Filed and Country of Origin

CFIUS continued to be active in 2025, although the total number of notices filed declined slightly compared to the prior two years, a trend compounded by lapses in appropriations that disrupted CFIUS operations for significant stretches of the year. In 2025, 207 CFIUS notices were filed for "covered transactions" and "covered real estate transactions," two types of transactions within CFIUS's regulatory purview. This is a modest decline from the 209 and 233 notices that CFIUS reviewed in 2024 and 2023, respectively. In contrast, the number of declarations filed increased to 140 (from 116 in 2024). Therefore, the combined total of 347 filings in 2025 was above the 325 combined filings made in 2024, and comparable with the 342 filings made in 2023.

Transaction notices were filed from 37 different countries in 2025. The following countries accounted for the greatest number of notices:

China returned as the largest filing country in 2025, consistent with most recent years. The number of notices filed by Chinese acquirers in 2025 (33) was comparable to 2023 levels (33) and above 2024 (26). The general trend reflects continued strict CFIUS scrutiny of inbound Chinese investment, including high-profile decisions by the President over the past few years to block transactions involving Chinese acquirers.

The Annual Report notes that for distinct transactions (i.e., counting only once transactions that filed both a declaration and notice, or notices that were refiled), the highest number of notices in 2025 were from Japan, the United Arab Emirates, and Canada. This fact indicates that the high number of notices from China results -- at least in part -- from delays or difficulties in the CFIUS process, such as the need to either file a notice subsequent to a declaration or to withdraw and refile a notice.

For countries with at least ten notices, most saw a comparable number of notices filed since 2023 (including Canada, China, and Germany). In particular, there has been a general decreasing trend in notices filed by all four exempted foreign states - Canada, the UK, Australia, and New Zealand. The number of notices filed by UAE acquirers, having increased from 11 in 2022 to 22 in 2023, declined to 21 in 2024 and 18 in 2025. Further, the number of notices filed by Singaporean acquirers continued to decrease from its high of 40 in 2022 back to pre-2022 levels, at 19 in 2023, 14 in 2024, and 10 in 2025. This change is likely attributable to changes in the level and type of investment activity by sovereign wealth funds and other institutional investors based in the UAE and Singapore, respectively.

Declarations Filed and Country of Origin

Beginning in 2020, pursuant to regulations implementing the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA"), parties to a covered transaction could make a mandatory or voluntary CFIUS filing via short-form declaration instead of a full notice.

In 2025, CFIUS completed assessments of 140 declarations filed for covered transactions, including seven real estate declarations. This is the highest number of declarations completed since 2022, reflecting an increase in the use of declarations relative to notices. CFIUS is required either to clear the transaction, initiate a unilateral review, request that the parties file a written notice, or inform the parties that CFIUS cannot conclude its review of the transaction based on the information provided in the declarations. CFIUS may also reject an incomplete or improper declaration. CFIUS resolved the declarations submitted in 2025 as follows:

Approximately 66% of declarations were cleared outright in 2025, a decrease from 78% in 2024. CFIUS requested a written notice after approximately 26% of all declarations in 2025, a higher rate than in 2024 (approximately 15%). This fact indicates a shift back toward the more elevated request-for-notice rates seen in years such as 2022, although declarations remain the preferable option mostly for lower-risk transactions.

Acquirers from 34 countries filed declarations in 2025, the same number as 2024. The following countries accounted for the greatest number of declarations:

For the three-year period of 2023-2025, investors from Japan accounted for the largest proportion of declarations with 12 percent (45 declarations), followed by France with 8.9 percent (34 declarations) and Canada with 8.7 percent (33 declarations). This list is not surprising as these countries are either excepted foreign states or close U.S. allies with many repeat CFIUS filers.

Combining notices and declarations, Japan had the highest number of combined 2025 filings, with 23 notices and 18 declarations (41 combined). China was in second with 33 notices and 5 declarations (38 combined). Germany (26), the UAE, Canada, France (each 24), and Singapore (23) also ranked among the top combined filers in 2025. The following countries accounted for the greatest number of combined CFIUS filings in 2025, which are around the same as the numbers in 2024:

Investigations and Presidential Review

In 2025, approximately 55% (114) of the 207 notices went into the 45-day investigation phase following the 45-day review phase, consistent with 56% (116 of 209) in 2024, 55% (128 of 233) in 2023, and 57% (163 of 286) in 2022. This recent pattern has been sustained for several years but is higher than the 2019 - 2021 levels, when fewer than half of notices proceeded to investigation. The clearance rate during the review period, which is still below 50%, remains higher than it was before FIRRMA took effect. In 2017, prior to the implementation of FIRRMA, which extended the statutory review period from 30 to 45 days, 73% of notices proceeded to the investigation phase. In other words, while FIRRMA's new timeline has helped expedite approvals overall, it is notable that with CFIUS's workload and increasingly complex transactions and national security analyses, more than half of all notices can be expected to last the full 90 days.

In 2025, CFIUS referred two transactions to the President, the same number as in 2024. From 2021 through 2023, CFIUS referred no transactions to the President. From 2016 through 2020, CFIUS referred a single transaction to the President each year, with the President deciding to block each transaction. Both transactions referred in 2025 were blocked by the President. The first transaction, Nippon Steel's proposed acquisition of U.S. Steel, involved a Japanese acquirer, although the order was ultimately not enforced and the transaction was completed subject to a mitigation agreement. The second transaction, Suirui International's acquisition of Jupiter Systems, involved a Chinese acquirer, making four cases since 2020 where the ultimate owners of the acquiring company were Chinese.

Withdrawn Notices

For transactions filed in 2025, CFIUS approved the withdrawal of 61 notices, up from 49 in 2024 and 57 withdrawn in 2023. In 2025, 58 notices were withdrawn after the review phase, which represents just over half of all notices that proceeded to the investigation phase. By contrast, in 2023 and 2024, 45% (57 of 128) and 42% (49 of 116) notices were withdrawn during the investigation phase. The percentage of notices that are withdrawn is a key statistic for deal timing. The percentage of withdrawn notices that were refiled (84%) was slightly lower in 2025 than the previous year (86% in 2024). The main reason to withdraw and refile a notice is to obtain additional time for CFIUS to complete its review or for the parties to reach agreement on mitigation measures. It is possible that the factors responsible in part for the high number of withdrawn notices include the level of Chinese inbound investment, CFIUS's overall workload, and the number and complexity of mitigation agreements.

The number of abandoned transactions in 2025 was 10, compared with seven and 14 in 2024 and 2023, respectively. In seven instances, the parties withdrew the notice and abandoned the transaction after CFIUS could not identify mitigation measures to resolve the national security concerns or parties chose not to accept the proposed mitigation measures. In three instances, parties abandoned the transactions for commercial reasons. The number of scuttled deals (7) is in between the four scuttled deals in 2024 and nine in 2023.

Mitigation Measures

In 2025, CFIUS imposed mitigation measures or conditions in 25 instances (or 12% of notices). This included 15 mitigation agreements (or 7% of distinct notices). In addition, in two instances, CFIUS adopted mitigation measures to address residual national security concerns involving a transaction and notice that was voluntarily withdrawn and abandoned. Separately, in five instances, the U.S. Department of the Treasury imposed conditions (but not a mitigation agreement) in connection with granting the withdrawal and abandonment of notices. These conditions were not, however, considered to be mitigation measures. Overall, the rate of mitigation measures and conditions imposed has remained steady in recent years. However, these instances are a good reminder that CFIUS has the authority to impose conditions or a mitigation agreement in connection with granting parties the ability to withdraw a notice and abandon a transaction.

Separately, CFIUS also imposed interim mitigation measures with respect to two notices filed in 2025 while the Committee's review of those transactions was ongoing. For one additional notice, CFIUS entered into mutually negotiated interim measures while it assessed changes to the underlying transaction. These interim measures underscore that CFIUS can and does act to address national security risk on a provisional basis even before a final mitigation agreement, order, or other disposition is reached.

Pursuant to these mitigation arrangements, parties were required to take one or more of the following actions. The measures in bold were newly added to the Annual Report in 2025:

• Prohibiting or limiting the transfer or sharing of certain intellectual property, trade secrets, or technical information;
  
  
• Ensuring that only authorized persons have access to certain technology and information;
  
  
• Establishing a corporate security committee, voting trust, proxy agreement, or other mechanisms to ensure compliance with all required actions, including the appointment of a U.S. Government ("USG") approved security officer or member of the board of directors and requirements for security policies, annual reports, and independent audits;
  
  
• Establishing guidelines and terms for handling existing or future contracts with USG or its contractors;
  
  
• Ensuring that computer networks are segregated;
  
  
• Ensuring that certain facilities, equipment, and operations are located only in the U.S.;
  
  
• Requiring prior notification to and non-objection by USG regarding changes to data storage locations;
  
  
• Restricting certain categories of personnel from serving in certain positions;
  
  
• Assurances of continuity of supply for defined periods, and notification and consultation prior to taking certain business decisions, with the USG reserving certain rights in the event that the company decides to exit a business line;
  
  
• Notifying, for approval, security officers, third party monitors, or relevant USG parties in advance of foreign national visits to the U.S. business;
  
  
• Ensuring that potential conflicts of interest involving third-party monitors, third-party auditors, security officers, and security directors do not arise or are disclosed to the USG;
  
  
• Establishing processes to review and approve contracts involving third parties before granting access to systems or data;
  
  
• Restricting communications between the U.S. business and the foreign investor;
  
  
• Establishing meetings to discuss business plans that might affect U.S. Government supply or raise national security considerations;
  
  
• Ensuring that only authorized vendors supply certain products or services;
  
  
• Prior notification to and approval by relevant USG parties in connection with any increase in ownership or rights by the foreign acquirer; and
  
  
• Facilitating voluntary abandonment or divestiture by the foreign acquirer of all or part of the U.S. business, including any measures to address risk until such abandonment or divestiture is complete.

CFIUS member agencies also have various procedures to monitor compliance with the mitigation arrangements that companies are subject to, including the following:

• Initial "kick-off" meeting to introduce the monitoring team, discuss best practices for compliance, and address any interpretive questions;
  
  
• Requiring detailed compliance policies and procedures tailored to the specific mitigation terms;
  
  
• Required training for all relevant personnel;
  
  
• Periodic reporting to USG agencies by the companies;
  
  
• Required reporting to USG of actual or suspected violations;
  
  
• Required responses to USG requests for information;
  
  
• Regular communication with embedded security and compliance personnel and third-party monitors;
  
  
• Access and inspection rights;
  
  
• On-site compliance reviews by USG agencies;
  
  
• Third-party audits when required by the terms of the mitigation measures; and
  
  
• Investigations and remedial actions if anomalies or breaches are discovered or suspected, including the imposition of penalties or unilateral initiation of another review of the covered transaction.

Non-Notified Transactions

The CFIUS Monitoring & Enforcement team was formally created post-FIRRMA and given resources to monitor non-notified transactions and enforce violations of CFIUS rules and agreements. In 2025, CFIUS identified and considered 90 transactions that were not notified to CFIUS to determine which to open as official inquiries as non-notified transactions. CFIUS became aware of these transactions through interagency referrals, tips from the public, media reports, commercial databases, and congressional notifications. CFIUS opened an official inquiry into 62 of the 90 transactions it investigated. Of those 62 non-notified transactions for which CFIUS reached out to parties, it requested that parties file notices for nine transactions. In two additional instances, parties that received non-notified-related outreach from CFIUS voluntarily filed a declaration or notice before CFIUS made a formal request. This is a decrease in formal requests from 2024, when CFIUS identified 76 non-notified transactions but requested a filing for 12 of them.

Additionally, CFIUS issued two determinations of non-compliance with mandatory filing requirements. Following receipt of its first voluntary self-disclosure of a potential failure to file a mandatory declaration in 2023, CFIUS received and acted upon several such "voluntary self-disclosures" in 2025, which it continues to investigate. Accordingly, CFIUS remains active in monitoring for non-notified transactions.

Industry Sectors

As in previous years, notices were filed in connection with transactions in a wide variety of sectors, with the bulk of transactions in the Finance, Information, and Services sector and the Manufacturing sector. The non-real-estate notices filed in 2025 were divided among four industry sectors as follows:

Since 2016, the Finance, Information, and Services sector has been the sector with the most notices every year (53% in 2024 and 50% in 2023). The share of notices in the Manufacturing sector, which accounted for the plurality of filings until 2016, had a slight uptick over last year (33% in 2024), after bottoming out at 28% in 2021. The continued high percentage of notices that fall within the Finance, Information, and Services sector suggests that an acquired company's access to sensitive personal data remains an important factor when parties are deciding whether to file with CFIUS. It may also reflect a general trend of continued deal-making in technology and service sectors.

The Manufacturing subsector with the most notices was again Computer and Electronic Product Manufacturing, at 42% of the notices in the Manufacturing sector, followed by Transportation Equipment Manufacturing (22%) and Machinery Manufacturing (14%). The Finance, Information, and Services subsector with the most notices was again Professional, Scientific, and Technical Services at 42%. Other subsectors with a large number of notices include Publishing Industries (except Internet) (13%) and Telecommunications (11%). The Mining, Utilities, and Construction sector was dominated by the Utilities subsector at 54%. The largest Wholesale Trade, Retail Trade, and Transportation subsector was Merchant Wholesalers, Durable Goods (44%) and the second largest was Support Activities for Transportation (33%).

Critical Technologies

In 2025, CFIUS reviewed 166 covered transactions involving acquisitions of U.S. critical technology companies, with acquirers from 32 countries and territories. The countries with the highest number of notices regarding critical technology were as follows:

Most cases involved activities in the Professional, Scientific, and Technical Services (39 transactions) and Computer and Electronic Product Manufacturing (38 transactions) sectors, a change from 2024 when Professional, Scientific, and Technical Services was substantially higher than Computer and Electronic Product Manufacturing (46 and 22 transactions, respectively), but in line with 2023 when the two categories were tied for the largest number (32) of critical technology transactions.

As discussed in previous reports, the Annual Report noted that foreign governments are "extremely likely to use a range of collection methods to obtain critical U.S. technologies." As in previous years, the Annual Report also noted that foreign intelligence agencies represent the most "persistent and pervasive cyber intelligence threat tied to economic espionage and the potential theft of U.S. trade secrets and proprietary information."

This communication is for general information only. It is not intended, nor should it be relied upon, as legal advice. In some jurisdictions, this may be considered attorney advertising. Please refer to the firm's data policy page for further information.