Key takeaways from the 2025 CFIUS Annual Report

Key Takeaways from the CFIUS Annual Report for Calendar Year 2025

On August 7, 2026, the US Department of the Treasury released the Annual Report to Congress of the Committee on Foreign Investment in the United States (CFIUS) for calendar year 2025. The issuance of the Report marked the 50th anniversary of the Committee’s establishment, which underscores CFIUS’s enduring role in safeguarding national security while preserving the United States’ historically open investment policy.

The 2025 Report confirms that CFIUS continues to operate at a high tempo, reviewing 347 covered transactions despite significant operational headwinds. Three separate lapses in appropriations during FY2025 – 2026 forced the Committee to toll all statutory case deadlines for more than 120 days in the aggregate, creating substantial uncertainty for the investment community. Nevertheless, CFIUS cleared 67% of all covered transactions submitted through either declarations or notices. 

While the 2025 Report continues to show a fairly consistent track record for CFIUS adjudications of transactions, there were several notable trends discussed below. Most significantly, there is an increase in absolute and percentage terms of the declarations where CFIUS later requested that the parties file notices, resulting in a far longer review period for the transaction. 

Year-Over-Year Filing Activity

In 2025, CFIUS received 140 declarations – a 21% increase over the 116 declarations filed in 2024 and the highest total since 2021. The Committee concluded action on 92 of these declarations and was unable to conclude action on 11. 

Notably, within the context of a growing caseload of declarations, CFIUS requested a full notice in nearly 26% of the declarations filed (36) – an increase of roughly 11% from 2024, when CFIUS asked for notices in 17 cases (or 14.6% of declarations filed). This suggests that the Committee is increasingly finding declarations insufficient for a complete assessment of national security risks with respect to the transactions in question. It is also possible that the lack of political appointees in place during the 2025 timeframe could have contributed to CFIUS’s requests for a full notice filing. 

Formal notice filings in 2025 remained relatively stable at 207 (versus 209 in 2024). Out of the 207 notices filed, 114 (55%) proceeded with a full 45-day investigation. While generally consistent with prior years, the fact that more than 50% of notice filings proceed to investigations demonstrates that CFIUS continues to subject transactions to additional review and heightened scrutiny. 

Mitigation measures were adopted in connection with 25 notices – approximately 12% of the total – matching the rate from 2024. As of year-end, CFIUS was actively monitoring 234 mitigation agreements and conditions, had conducted 40 compliance site visits, and had issued two formal determinations of noncompliance with mandatory filing requirements.

Notable Trends

Source countries. China remains the most-reviewed source country for CFIUS’s notices. Chinese investors accounted for 33 notices in 2025, up from 26 in 2024 and representing 17% of all notices filed. Japan followed at 23 notices (representing 12%), then the United Arab Emirates (18) and Canada (15). For declarations, Japan led with 18, followed by France (14) and Singapore (13).

Industry focus. From an industry perspective, Finance, Information and Services accounted for half of all non-real estate notices, with Professional, Scientific and Technical Services remaining the dominant subsector at 42 notices. Manufacturing represented 39% of notices (79 total).

One significant sectoral development was the surge in semiconductor-related filings. Specifically, notices involving Semiconductor and Other Electronic Component Manufacturing rose from four in 2024 to 17 in 2025. This more than fourfold increase likely reflects the strategic importance of and the increasing national security focus on the chip sector and the Committee’s heightened focus on semiconductor supply chain security. Overall, CFIUS reviewed 166 covered transactions involving acquisitions of US critical technology companies, with Japan, France, Israel, Germany and the United Kingdom as the top acquirer countries.

Non-notified transactions. Equally significant is CFIUS’s continued expansion of non-notified transaction enforcement. In 2025, the Committee identified thousands of potentially non-notified covered transactions, investigated 90, opened official inquiries into 62, and ultimately requested filings for nine. This trajectory confirms that CFIUS is devoting increasing resources to identifying transactions that parties failed to notify and demonstrates that reliance on the voluntary nature of many CFIUS filings could carry meaningful enforcement risk.

Consistency across administrations. Significantly, CFIUS’s core methodology has remained consistent across presidential administrations. Just as the Committee operated with substantial continuity between the first Trump Administration and Biden Administration, the transition to the second Trump Administration has not fundamentally altered CFIUS’s approach to investment review. The Committee continues to conduct rigorous, fact-based risk analyses grounded in the specific national security concerns presented by each transaction, rather than applying broad policy-driven presumptions. This institutional consistency underscores CFIUS’s role as a technocratic, intelligence and risk-based body focused on transaction-specific threat assessments.

Outlook and Practical Implications

The 2025 Report confirms that CFIUS review remains a material consideration for virtually any foreign acquisition of, or investment in, a US business with a nexus to national security. The overall caseload of 347 transactions shows no signs of declining, and the Committee’s enforcement posture – particularly with respect to non-notified transactions, semiconductor investments and Chinese-origin acquisitions – has only intensified.

The 2025 Report provides several insights with practical implications for foreign parties active in foreign direct investment in the United States. First, the doubling of “Request for Notice” outcomes from declarations strongly suggests that parties should consider filing a full notice rather than a declaration when any material national security risk factors exist. This is particularly true with respect to US businesses in the critical technology, semiconductor or defense-adjacent sectors. The time and resource savings of a declaration are illusory if CFIUS requests a full notice at the end of the 30-day assessment period.

Second, transactions involving Chinese acquirers will continue to face the most intensive scrutiny, and all parties to such deals should expect extended timelines and a higher probability of mitigation requirements. 

Finally, as CFIUS scrutiny increases, deal teams must appropriately account for CFIUS considerations and review within transaction timelines. CFIUS assessments with respect to jurisdiction and whether mandatory filing obligations exist or a voluntary filing is otherwise warranted should be conducted early, and transaction timelines should take into account the potential for future appropriations-driven delays. 

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