CFIUS Annual Report To Congress, CY 2025: What It Means For Your Next Cross-Border Deal

The Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”) has released its Annual Report to Congress for calendar year 2025 — marking the Committee’s 50th year of operation. The Report confirms that CFIUS remains an active and increasingly assertive gatekeeper for foreign investment in the United States, even as the Committee absorbed significant operational disruption in 2025 from lapses in federal appropriations that tolled statutory deadlines for more than 120 days over the course of the year. 

This alert distills the CY 2025 Report — and the Committee’s own year-over-year comparisons — into the trends most relevant to companies and investors planning transactions that may fall within CFIUS jurisdiction. Two developments stand out. First, the President issued prohibition and forced-divestment orders of a U.S. business in two transactions in 2025, continuing a pattern (also seen in 2024) that had been dormant since 2020; this is CFIUS’s most severe remedy, and its reappearance in back-to-back years is a meaningful signal for deals in sensitive sectors. Second, and directly relevant to parties that conclude a transaction does not warrant a voluntary filing, CFIUS’s non-notified transaction program continued to convert unfiled deals into mandatory filing demands — formally requiring nine parties to submit a declaration or notice in 2025 after Treasury investigated 90 potential non-notified transactions and opened 62 official inquiries. 

Below, we summarize the key figures from the CY 2025 Report to help clients calibrate risk, timing, and filing strategy. 

Key Data Points and Trends 

• Overall caseload held steady, with a shift toward declarations. CFIUS reviewed or assessed 347 total covered transactions in 2025 (via notice or declaration), essentially flat versus 342 in 2023. Within that total, declarations rose to 140 (up from 109 in 2023 and 116 in 2024), while written notices, determined by CFIUS to be covered transactions, fell to 207 (down from 233 in 2023 and 209 in 2024). Mandatory-filing declarations also rose sharply — 51 of the 140 declarations were mandatory in 2025, versus 36 of 109 in 2023.
• Non-notified enforcement: 9 parties were formally directed to file in 2025. This is the figure most relevant to clients weighing whether to file voluntarily. In 2025, CFIUS identified thousands of potential non-notified/non-declared transactions, investigated 90 of them, and opened 62 official inquiries. Of those, Treasury formally requested a filing (declaration or notice) for 9 transactions — down from 12 in 2024 and 13 in 2023. Though slightly less non-notified transactions resulted in a formal demand from the Committee this year, the data suggests CFIUS continues to be selective, but the underlying volume of inquiries and investigations remains substantial and is a real source of exposure for non-notified deals.
• Presidential enforcement action returned for a second consecutive year. CFIUS recommended and the President issued 2 decisions in 2025 — both prohibition orders requiring divestment of the U.S. business — following 2 similar presidential decisions in 2024 (note: no presidential decisions were issued in 2021–2023). The Committee also adopted an additional mitigation agreement in 2025 stemming from a de novo review of a transaction originally filed in 2024 and prohibited in 2025, underscoring that prohibited transactions can generate ongoing obligations even after a presidential order.
• Mitigation activity declined (proportional to filings made). CFIUS adopted mitigation measures or conditions in connection with roughly 12% of 2025 notices (25 of 207), down from roughly 18% in 2023 (43 of 233). At year-end 2025, the Committee was actively monitoring 234 mitigation agreements and conditions (down modestly from 246 at year-end 2023), with 40 compliance site visits conducted during the year (comparable to 43 in 2023).
• No civil monetary penalties were reported for 2025, versus a record 4 in 2023. The 2023 Report noted 4 civil monetary penalties — more than double CFIUS’s prior 45-year total — plus the Committee’s first-ever formal noncompliance determinations for mandatory-filing violations. The 2025 Report does not report any assessed monetary penalties, but does note 2 additional formal determinations of noncompliance with the mandatory filing rule (31 C.F.R. § 800.401) and continuing receipt of voluntary self-disclosures for potential filing failures. This serves as a reminder that mandatory-filing compliance remains an active enforcement priority even without a monetary penalty attached.
• China, Japan, and the UAE led notices submitted; Japan, France, and Singapore led declarations. By notices, China was the top acquirer country in 2025 (33 notices, 17%), followed by Japan (23, 12%), the UAE (18) and Canada (15). By declarations, Japan led (18), followed by France (14) and Singapore (13). Over the 2023–2025 window, China remained the leading source of notices overall (14%), while Japan led on declarations (12%).
• Finance/Information/Services and Manufacturing dominate, and their combined share is growing. These two sectors accounted for 90% of non-real-estate notices in 2025 (50% and 40%, respectively), up from roughly 79% combined in 2023. Within Finance/Information/Services, Professional, Scientific, and Technical Services (42%) overtook Publishing/Software as the largest subsector. Within Manufacturing, Computer and Electronic Product Manufacturing remained the largest subsector (42%), with Transportation Equipment Manufacturing a notable second (22%, up from prior years).
• Critical-technology deal volume grew, and the leading target sector shifted. CFIUS reviewed 166 covered transactions involving U.S. critical-technology companies in 2025, up from 153 in 2023 (about an 8% increase). Japan, France, and Israel were the leading acquirer countries for critical-technology transactions in 2025 (previously led by Canada, the UK, and Germany in 2023). Notably, the Professional, Scientific, and Technical Services sector — not Computer and Electronic Product Manufacturing — was the largest target sector for critical-technology deals in 2025.
• Appropriations lapses materially affected 2025 timelines — and may recur. A government-wide lapse in appropriations from October 1 to November 12, 2025, plus two additional partial-agency lapses that bled into early 2026, tolled all statutory CFIUS deadlines under Section 721(b)(8) for a combined 120+ days. The Committee’s published timing metrics exclude tolled days, so the headline numbers look stable (45.4 average calendar days to close in review; 82.8 in investigation; informal comment turnaround improved to 5.35 business days from 7.86 in 2023) — but real-world case timelines for parties in the queue during a lapse ran longer than these figures suggest. Clients should build appropriations-lapse risk into deal timelines and closing covenants.
• New process developments to watch. Treasury launched the Known Investor Pilot Program in 2025 to create an expedited “fast track” for allied and partner-country investors under the America First Investment Policy; signed an MOU formalizing USDA’s role in agriculture-sector reviews; and stood up a new in-house Office of Research and Analysis of technical subject-matter experts to support case review.

What This Means for You 

Taken together, the CY 2025 Report describes a Committee that is holding its overall caseload steady while sharpening its enforcement edge: forced-divestment orders in back-to-back years, continued formal noncompliance findings on mandatory filings, and a non-notified transaction program that is still converting a meaningful number of non-notified deals — nine in 2025 — into mandatory filing demands. At the same time, the drop in monetary penalties and in mitigation agreements as a share of notices suggests the Committee may be resolving a larger proportion of concerns without formal remedies, at least for now. For clients structuring inbound investment, the practical takeaways are to treat “no filing” as a documented, risk-based decision rather than a default (particularly for critical-technology, TID, or agriculture-adjacent targets); to build CFIUS investigation contingencies into transaction timelines; and to evaluate whether the new Known Investor Pilot Program can streamline diligence for allied-country investors (once it becomes available to the public – likely in Q1 of 2027, according to Secretary Pilkerton).  

If you are a US business – particularly one engaged in semiconductors, real estate, quantum computing, AI, or other critical infrastructure development – and considering new sources of investment, CFIUS should be part of your due diligence. Who is behind the investment? Could the transaction give a foreign person control, access to sensitive technology or data, or certain governance or decision-making rights? Is the business involved in critical technologies or infrastructure? Could the transaction trigger a mandatory CFIUS filing? These are questions companies should consider before accepting foreign investment. 

We have helped numerous companies with 

• CFIUS risk evaluations and voluntary filing analyses 
• Mandatory declarations 
• Mandatory notices 
• Negotiations of mitigation agreements  
• Covered real estate risk profiles 
• And much more 

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.