CFIUS 2025 Annual Report

Assessing whether the mandatory CFIUS filing requirement applies and potential for an inquiry early in the deal process is essential, particularly for transactions involving critical technologies, U.S. government contracts, and countries of concern for the U.S. government. 

Key statistics include the following:

• Total covered transactions reviewed or assessed rose to 347, up from 325 in 2024.
• Declarations rose to 140 (up from 116 in 2024), and CFIUS requested a longer-form notice for 26% of these. CFIUS conducted a second-stage investigation on 55% of the 207 notices filed.
• Mitigation was required to conclude action for 12% of total notices filed.
• CFIUS investigated 90 non-notified transactions, opened official inquiries into 62, and requested filings for nine such transactions.
• Over the ten-year period spanning 2016–2025, companies filed 2,263 notices of transactions that CFIUS determined to be covered transactions, and of these, approximately 56% (1,261 notices) resulted in an investigation.
• CFIUS issued two formal determinations of noncompliance for missed mandatory filings, but there were no other reported enforcement actions or penalties.
• For the second year in a row, the president issued two orders prohibiting a transaction.

Non-notified inquiries

CFIUS preliminarily considered “thousands” of potentially covered transactions, further investigated 90, and opened 62 official inquiries. This resulted in CFIUS requesting filings for nine non-notified transactions, as well as two voluntary filings in advance of a formal request. This pattern is consistent with prior years. In 2024, CFIUS considered "thousands" of potential non-notified transactions, further investigated 98, opened 76 formal inquiries, and requested filings for 12.

As Assistant Secretary Pilkerton emphasized in recent congressional testimony, identifying non-notified transactions that raise potential issues remains a priority. Moreover, CFIUS can ask about transactions years after closing, as demonstrated by the July 2025 order unwinding a 2020 acquisition. The "safe harbor" that parties receive through filing remains the only way to insulate a closed transaction from future CFIUS scrutiny. 

However, the funnel from “thousands" down to nine formal filing requests demonstrates that CFIUS is actively triaging by screening broadly but narrowing its focus. This also suggests that it may sometimes make sense to wait to receive a formal request rather than proactively filing with CFIUS after an initial outreach.

Top filing countries

Japan was the top source country for CFIUS filings (both notices and declarations) in 2025 with 41 filings, followed by China (38) and Germany (26). Canada, France, and the United Arab Emirates (UAE) tied for fourth (each with 24), followed by Singapore (23). The chart below further illustrates the top ten filers by country.

The overwhelming majority of countries with the highest number of filings are allied or partner countries. Differences among allies and countries of concern are also reflected in the breakdown of notices versus declarations by country. For example, Japan and China led filings by a significant margin and were separated by only three filings. However, when the filings are broken down, China filed 33 notices but only five declarations, while Japan filed 23 notices and 18 declarations.

Moreover, the 2025 Report indicates that, when considering only distinct transactions (i.e., counting transactions that originated as a declaration and were then also filed as a notice only once, and counting refiled notices only once), the highest number of notices in 2025 came from investors in Japan, the UAE, and Canada. This suggests that a high percentage of requests for notices and refiled transactions involved investors from China.

Meanwhile, the significant use of the short-form declaration by Japan and other allied countries, such as France (14) and Singapore (13), suggests that allied-country investors are taking advantage of the streamlined filing process to seek early clearance.

CFIUS processing times and outcomes

Excluding the days tolled during the U.S. government shutdown, during which CFIUS cases were suspended, CFIUS cleared 67% of covered transactions in 2025 within the 30-day assessment period for declarations or the first 45-day review period for notices.

Out of the 140 total declarations it assessed in 2025, CFIUS:

• requested a notice for 36 (~26%) (up from ~15% in 2024 and ~18% in 2023)
• was unable to conclude action, i.e., neither granted formal clearance nor requested a notice (commonly referred to as a “shoulder shrug”) for 11 (~8%)
• granted clearance and thus safe harbor for 92 (~66%). 

Out of the 207 notices reviewed in 2025, CFIUS:

• conducted a subsequent investigation for 114 (~55%)
• required mitigation measures or otherwise imposed conditions for 25 (~12%)
• rejected three (~1%).

Additionally, 61 notices were withdrawn (~29%), and 7 (~3%) transactions were abandoned after CFIUS informed the parties that it was unable to identify adequate mitigation measures, or the parties chose not to accept the proposed terms. Finally, two cases were ultimately the subject of a presidential prohibition (less than 1%).

The number of notices resulting in mitigation measures or conditions remained generally consistent with 2024. However, there was a notably higher percentage of withdrawn cases than in 2024 (~23%). We expect that the higher number of withdrawn cases in 2025, coupled with the tolling of CFIUS deadlines during the partial shutdown earlier this year, may lead to a higher percentage of cases involving mitigation or conditions in 2026.