CFIUS 2025 Annual Report: Key Statistics, Findings & Analysis
The Committee on Foreign Investment in the United States (CFIUS or the Committee) recently released its Annual Report to Congress, covering calendar year (CY) 2025 activity. The Report, a statutory requirement, provides annual statistics about CFIUS actions and processes as well as information on the Committee’s priorities. Although three lapses in appropriations caused CFIUS to toll deadlines for more than 120 days over the reporting period, the Committee generally proved able to clear transactions within historic averages, even in the face of increased caseloads. Interestingly, despite trade tensions, reviewed investments from China represented the highest number of filed CFIUS “notices,” but not the highest number of actual distinct transactions reviewed.
Overall, CFIUS reviewed or assessed 347 covered transaction filings in 2025 (up from 325 in 2024); the previous peak was 440 covered transactions in 2022. The rebound from last year stemmed from an increase in short-form “declarations,” while longer-form notices declined slightly. In addition, the Committee adopted a less strident enforcement posture, with compliance site visits reduced by nearly half and no civil penalties disclosed, although the President issued two orders prohibiting specific transactions.
The Report, released August 7, also highlights several policy and organizational developments, initiated by the U.S. Department of the Treasury and the Committee, that implement President Trump’s America First Investment Policy (AFIP). The AFIP broadly seeks to drive actions and policies that facilitate investment from allied and partner countries while heightening the Committee’s focus on transactions that may pose a greater risk to national security. Such developments include, among others, the launch of the Known Investor Pilot Program, a new Memorandum of Understanding between Treasury and the U.S. Department of Agriculture (USDA), and the establishment of an Office of Research and Analysis within Treasury.
Statistical Highlights
Declarations: Parties submitted 140 declarations during CY 2025, a noticeable increase from 116 declarations during the prior reporting period (approximately a 21% rise). CFIUS concluded action with respect to 92 declarations (nearly 66%, just above the historic average of 64%), requested a follow-on notice in 36 cases, and informed parties that it could not conclude action based exclusively on the declaration in 11 cases. In addition, based on stipulations provided by filing parties, 51 of the 140 declarations were triggered by mandatory filing requirements. Investors from Japan submitted the largest number of declarations (18), followed by France (14), Singapore (13), Germany (12), and South Korea and the United Kingdom (11 each). Notably, declarations from both Singapore and South Korea almost tripled from CY 2024 to 2025.
Notices: CFIUS reviewed 207 notices and conducted “investigations” with respect to 114 of those (55%, slightly below the historic average of 56%), with overall notice volume remaining relatively consistent with CY 2024. Parties withdrew 61 notices during the year, although a significant majority (51) were refiled. The Report also states that parties abandoned seven transactions after CFIUS advised them that it could not identify mitigation measures sufficient to remediate national security concerns or proposed measures that the parties chose not to accept. Investors from China accounted for the largest number of notices (33, but not distinct transactions), while investors from Japan (23), the United Arab Emirates (18), Canada (15), and France (10) accounted for the next-highest numbers of notices. The Committee also exercised its rarely used 15-day “extraordinary circumstances” extension of the investigation period eight times in 2025, underscoring the time pressures associated with the three appropriations lapses and consequent tolling of deadlines.
Mitigation: CFIUS adopted mitigation measures or conditions with respect to 25 notices filed in CY 2025 (approximately 12%). During the reporting period, the Committee entered into 15 mitigation agreements, materially modified four existing agreements, and terminated 23 existing agreements. The Report also highlights two Presidential actions prohibiting covered transactions, including one that compelled Suirui International Co., Ltd. to divest its acquisition of Jupiter Systems, LLC. Notably, that order required divestment of a completed acquisition, demonstrating the Committee’s authority to address transactions that failed to receive CFIUS review prior to closing. In short, that case underscores the value of obtaining Committee clearance and certainty afforded by the receipt of a safe harbor letter following a completed review.
Non‑Notified Transactions
CFIUS continued to devote considerable resources to identifying and evaluating transactions that parties did not submit for review. According to the Report, the Committee identified thousands of potential non-notified transactions during CY 2025. It conducted investigations into 90 transactions (down from 98 the previous year), opened 62 formal inquiries (a decrease from 76), and requested a filing in nine cases (a reduction from 12 in CY 2024). In two other matters, parties voluntarily submitted a declaration or notice following Committee outreach before receiving a formal filing request. Although those figures declined from the prior reporting period, the Report illustrates that reviews of non-notified transactions remain an important component of CFIUS’s activities. The Committee’s continued use of inquiries and filing requests shows the risks associated with bypassing a filing, even in the absence of a mandatory filing requirement.
Compliance Monitoring and Enforcement
Mitigation Monitoring: CFIUS extensively monitored mitigation agreements throughout CY 2025. At year-end, the Committee was monitoring 234 mitigation agreements and conditions, while CFIUS Monitoring Agencies conducted 40 compliance site visits throughout the year (roughly half the 79 visits reported in 2024). The site visits included compliance-focused interviews, inspections of records and systems, and verification of security controls.
Penalties: The Report discloses no civil monetary penalties during CY 2025. Although Monitoring Agencies identified instances of noncompliance during several site visits, the Committee reported no penalty actions arising from those matters. The absence of civil monetary penalties contrasts with CY 2024, during which the Committee announced a substantial number of enforcement actions for violations of mitigation agreements and conditions.
Mandatory Filing Monitoring: CFIUS continued to prioritize compliance with mandatory filing requirements during the reporting period. It issued two formal determinations of noncompliance with the mandatory filing rules and reviewed several more voluntary self-disclosures for other potential failures to file a mandatory declaration. These details reinforce the importance of assessing potential filing obligations early in the transaction process and carefully evaluating whether a contemplated transaction triggers a mandatory CFIUS filing.
New Policy and Process Developments
Beyond the casework data, the Report relays that Treasury launched the Known Investor Pilot Program during CY 2025 to advance the AFIP and establish an expedited review pathway for certain investors from allied and partner countries. The program collects detailed information from investors in advance of potential filings so that CFIUS can improve administrative efficiency while preserving the integrity of the review process. The initiative reflects the Committee’s interest in developing mechanisms that facilitate investment from lower-risk investors while allowing it to concentrate resources on transactions that warrant heightened scrutiny.
The Report also discusses two institutional developments intended to strengthen CFIUS’s review capabilities. In July 2025, Treasury and USDA executed a Memorandum of Understanding formalizing cooperation with respect to transactions involving agricultural land and related sectors as well as enhancing information sharing. Treasury likewise created a new Office of Research and Analysis within the Office of Investment Security to provide in-house technical expertise (e.g., scientists, engineers) dedicated to reviewing foreign investment transactions. More recently, Treasury unveiled a redesigned website, opened a pre-filing consultations portal, and published a Risk Matrix outlining categories of risk addressed by the Committee.
Wiley’s unparalleled CFIUS and National Security practices draw on senior government-level experience running the CFIUS process at Treasury, the White House, and the U.S. Department of Commerce along with extensive representations of domestic and international companies in complex transactions involving nearly every industry sector subject to CFIUS review. Should you have any questions regarding CFIUS’s 2025 Annual Report to Congress or CFIUS regulations, please contact any of the members of our CFIUS and National Security practices listed on this alert.
Nate Moll, an International Trade Specialist at Wiley Rein LLP, contributed to this alert.
