Key Highlights from the CFIUS 2025 Annual Report

Declaration Filings Increased, Clearance Rates Declined
CFIUS received 140 declarations in 2025, up from 116 in 2024 and the highest total since 2022. Declarations subject to mandatory filing requirements rose from 36 to 51 based on party stipulations. After its 30-day assessment, however, CFIUS concluded action on only about 66% of declarations, down markedly from roughly 78% in 2024.

CFIUS requested a full notice for 36 declarations, more than double the 17 requests in 2024, and issued 11 “unable-to-conclude” (or “shoulder shrug”) letters, up from seven. Importantly, the “unable-to-conclude” letters do not provide the filing parties with safe harbor treatment.

Foreign investors from Japan again led all jurisdictions with 18 declarations, followed by France with 14 and Singapore with 13. China filings rose modestly from two to five.

This data suggests that the declaration pathway may be narrowing, with CFIUS requests for a full notice increasing from 15% of declarations in 2024 to 26% in 2025. Parties should therefore weigh the benefits of a declaration against the risk and potentially extended timeline of a two-stage process (i.e., a declaration followed by full notice) and consider filing a full notice at the outset, particularly for transactions with elevated risk profiles.

Notice Trends Mostly Steady, Shutdown-Driven Delays Affected Certain Statistics
CFIUS received 207 notices of covered transactions in 2025, essentially flat against 209 in 2024. Reversing last year’s pattern, filings in the semiconductor and electronic component manufacturing sector increased sharply, from four notices to 17, and aerospace product and parts filings more than doubled from six to 13. Manufacturing as a whole climbed to 79 of 200 non-real-estate notices, up from 68 of 206. Although the lower 2024 numbers for these sectors were somewhat anomalous, the 2025 increases also may reflect increased scrutiny and broadening export controls that in turn expand the scope of “critical technologies” in the CFIUS context.

CFIUS proceeded to the investigation stage on 55% of notices, roughly consistent with recent years. In eight of these investigations, CFIUS applied the discretionary 15-day Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) extension of the 45-day investigation period, a notable increase from two in 2024.

Two presidential orders were issued, in each case prohibiting a purchase and requiring divestment of a U.S. business. President Biden blocked the potential acquisition of U.S. Steel by Nippon Steel in January 2025 (this order was amended in July 2025 by President Trump to allow the transaction to proceed, subject to a national security agreement), and President Trump issued an order in July 2025 requiring Suirui Group Co. Ltd to divest its interest in Jupiter Systems LLC. Fifteen notices, approximately 7%, cleared with mitigation agreements.

Investors from China accounted for the most notices with 33, or 17% of filings, up from 26 and 12%. Japan followed with 23, the UAE with 18 and Canada with 15. France dropped sharply from 25 to 10. On a distinct-transaction basis, the leaders were Japan, the UAE and Canada, rather than China, suggesting Chinese acquirers are cycling through more withdrawal-and-refile rounds.

Mitigation and Enforcement Activity Slightly Down
By year-end, CFIUS was overseeing 234 active mitigation agreements and conditions, down from 242. This slight reduction may reflect early efforts by CFIUS to implement Administration plans to reduce long-term mitigation arrangements, in line with the America First Investment Policy (AFIP) released in February 2025. Monitoring agencies conducted 40 site visits, roughly half the 79 conducted in 2024, materially modified four agreements, and terminated 23.

Overall enforcement appeared to decline in 2025. The 2025 report discloses no civil monetary penalties (note—this does not indicate that there were zero penalties in 2025), against five in 2024. The Committee reported two formal determinations of noncompliance with the mandatory filing requirement under 31 C.F.R. § 800.401. While CFIUS reportedly identified “thousands” of potential non-notified transactions, CFIUS actually informally investigated 90 cases, down from 98, and opened formal inquiries in 62 cases (as compared to 76 in 2024). It is still relatively rare that CFIUS requires the submission of a formal filing in connection with a non-notified inquiry, with nine requested filings compared to 12 in 2024. Non-notified transactions are not subject to a statute of limitations, and CFIUS may review non-notified transactions at any time, including long after a transaction closes. The Committee attributes considerable staffing shortages to the funding lapses, so the above trends likely reflect capacity constraints rather than a more significant policy retreat.

Real Estate Filings Remain Relatively Rare
Real estate filings grew but remain a very small minority of CFIUS’ caseload. Seven of the 207 notices were real estate notices, up from three of 209 in 2024, and seven declarations out of 140 were filed under the real estate regulations. CFIUS jurisdiction over real estate transactions has expanded in recent years, most notably with rulemaking in 2024 broadening the list of military installations where real estate transactions within a defined proximity are subject to CFIUS review. President Biden issued the first real estate divestment order in 2024. This order blocked an ultimately Chinese-owned entity from acquiring real estate located near an Air Force Base. The investor had planned to use the land for a cryptocurrency mining facility.

The institutional infrastructure around land-related review continued to build in 2025. In July 2025, Treasury and the U.S. Department of Agriculture signed a Memorandum of Understanding memorializing USDA’s role for transactions involving agricultural land, agriculture biotechnology and the agriculture industry, and committing both agencies to improved information sharing on foreign investment in farmland.

Looking Ahead
As evidenced by the AFIP, accelerating foreign investment from allied and partner countries appears to be a priority of the Trump administration. At the same time, close scrutiny will likely still be applied to investments in defense-related or critical technology supply chains, particularly those made by investors in non-allied countries.

CFIUS continues to build capability. The newly established Office of Research and Analysis functions as an in-house technical branch with scientists, engineers and data experts, which should translate into more demanding technical diligence. The Known Investor Pilot Program, launched to implement AFIP’s “fast track” directive by collecting investor information in advance of filings, is worth watching for repeat sponsors and sovereign funds. And for the first time, Treasury worked with the Office of the U.S. Trade Representative (USTR) to embed investment security commitments in reciprocal trade agreements.

Parties should not read apparent lulls in enforcement statistics as a reason to relax compliance with existing mitigation obligations. Likewise, filing parties should continue to carefully analyze CFIUS considerations and account for unpredictable timelines caused by potential funding-related delays.