CFIUS Annual Report 2026

The Annual Report holds important insights for dealmakers contemplating foreign investment in U.S. businesses. The overall picture is one of continuity, without significant new restrictions on foreign capital.

CFIUS in 2026: What the 2025 Annual Report Means for Transaction Planning

Key Takeaways ^ The U.S. Department of the Treasury’s Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”) has published its Annual Report to Congress for 2025 (the “Annual Report”), which provides important data on the Committee’s activities through 2025. ^ The Annual Report holds important insights for dealmakers contemplating foreign investment in U.S. businesses. The overall picture is one of continuity, without significant new restrictions on foreign capital. ^ Sophisticated foreign investors continue to close transactions, including in sensitive sectors. But the 2025 data reinforces the importance of underwriting the likely CFIUS outcome early enough to address it in transaction structure, timing and economics. ^ Considering the dynamic foreign investment climate in the United States, dealmakers should evaluate CFIUS and related risks at the start of a transaction and develop a sophisticated strategy to navigate these processes. We can help. Below, we highlight key data and takeaways from the Annual Report that dealmakers should know. The Committee’s Annual Report presents a superficially familiar picture. Total filings with CFIUS increased from 325 to 347 (about 7%), driven by an increase in declarations. CFIUS reviewed 207 notices, compared with 209 in 2024, while investigations were essentially unchanged at 114, compared with 116 in 2024. The more useful signals lie beneath those figures. Declarations increased, but were less likely, in the aggregate, to lead to a quick resolution. CFIUS continued to examine thousands of transactions that were never filed. Mitigated clearances remained well below their 2022 and 2023 levels, even though CFIUS continued to use mitigation in a broader set of cases. And difficult transactions continued to encounter timing and execution issues that statutory review periods do not capture.

The report also illustrates a broader problem with annual CFIUS statistics: filing volume, standing alone, tells us relatively little about the Committee’s regulatory posture. For transaction parties, the 2025 report does not support a simple conclusion that CFIUS became either more or less restrictive. It instead reinforces the importance of answering key questions early: Which filing path makes sense? Should the parties seek safe harbor at all? If CFIUS identifies a national security concern, could it be resolved on commercially acceptable terms? And could the transaction absorb the resulting timing and execution risk? 2025 CFIUS Notices Withdrawn

Abandoned following CFIUS concerns

Abandoned for commercial concerns

Withdrawn and refiled

Withdrawn

1. CFIUS Filings Increased, but the Details Complicate the Story Total CFIUS filings increased in 2025, but the increase came entirely from declarations. Notices were essentially flat at 207, compared with 209 in 2024, while declarations increased from 116 to 140 and investigations were essentially unchanged at 114, compared with 116 in 2024. The increase in filings therefore tells us more about how transactions entered the process than about what happened once they were there. Within the notice docket, withdrawals rose from 49 to 61, abandonments from seven to 10, and presidential action held at two. Whether those changes reflect a more difficult case mix, ordinary year-to-year variation, or both, the Annual Report does not say. Aggregate filing volume remains a poor proxy for CFIUS risk in any particular transaction.

2. The Declaration Data Reinforce the Importance of Filing Path Strategy CFIUS received 140 declarations in 2025, up from 116 in 2024. The more consequential difference was in outcomes. Thirty-six declarations resulted in requests for full notices, while CFIUS was unable to conclude action on another 11. Taken together, 47 of 140 declarations, approximately 34%, did not produce clearance on the short form. In 2024, the comparable figure was 24 of 116, or approximately 21%. There is an important qualification. Fifty-one of the 140 declarations filed in 2025 were subject to mandatory filing requirements, compared with 36 of 116 in 2024. The Annual Report does not disaggregate outcomes between mandatory and voluntary declarations. The aggregate outcome data therefore does not tell us how voluntary declarations performed in isolation, and the composition of the declaration population also changed year over year. Declarations nevertheless remained an effective route for many transactions. CFIUS concluded all action without requesting a notice in 92 declaration cases in 2025. The data do not establish that declarations have become a poor filing strategy. Instead, they reinforce the point that the filing path should be selected based on the transaction rather than simply a preference for the nominally shorter process. A declaration gives CFIUS less information and a shorter assessment period than a full notice. For transactions presenting issues likely to require substantial interagency analysis, a declaration may become an additional stage before a full notice rather than a substitute for one. The timing data make that possibility commercially relevant. In 2025, declarations averaged 6.87 days from submission to acceptance and 30.1 days from acceptance to disposition, net of tolled days. Treasury explains that the assessment average can exceed 30 days when the thirtieth day falls on a weekend or public holiday, in which case the next business day is treated as the final day.

347

Total Filings

140

Declarations Filed

207

Notices Filed

Notices Rejected

Transactions Abandoned

114

Investigations Initiated

Transactions Subject to Mitigation Measures

Non-Notified Transactions Investigated

Formal Determinations Involving Violations of Mandatory Filing Requirements

Presidential Actions

A declaration that leads to a full notice can therefore consume roughly five weeks before the notice process begins. For transactions with tight outside dates, financing commitments, or competitive dynamics, filing strategy should therefore be evaluated on the expected path through CFIUS rather than the statutory 30-day declaration period in isolation.

Each visible stage of that funnel was lower than in 2024, when CFIUS investigated 98 transactions, opened 76 inquiries, and requested 12 filings; there were five additional voluntary filings following outreach. Despite the slight decrease in the numbers, CFIUS remains vigilant and willing to act with respect to non-notified transactions. That matters because most CFIUS filings remain voluntary. Determining that a transaction does not trigger a mandatory filing requirement therefore answers only one part of the filing analysis. For transactions presenting plausible national security sensitivity, parties must also decide whether the benefits of obtaining the Committee’s safe harbor justify the time, cost and execution risk associated with review. The non-notified program should factor into that calculation. A decision not to file does not prevent CFIUS from identifying the transaction later. If that occurs after signing or closing, the parties may have fewer available commercial and remedial options than they would have had earlier. For repeat investors, the implications can extend beyond an individual deal. A non-filing decision should be supported by an analysis that the investor would be comfortable explaining to CFIUS later and that can be reconciled with the investor’s broader approach to national security risk. Identified Non-Notified Transactions (2025 vs 2024)

36 92 0 11 Declarations that led to a request for a notice Declarations that resulted in CFIUS concluding all action 2025 Declaration Assessments

Declarations that resulted in CFIUS being unable to conclude action

Declarations that were rejected

51 Declarations that were mandatory

3. Choosing Not to File Does Not Necessarily End the CFIUS Analysis The notice and declaration statistics describe transactions that affirmatively entered CFIUS. The non-notified data show why the voluntary filing decision presents a separate question. CFIUS identified thousands of potential non- notified transactions in 2025. From that universe, the Committee investigated 90 transactions, opened official inquiries into 62 and ultimately requested filings in nine. In two additional cases, parties voluntarily filed after CFIUS contacted them regarding a non-notified transaction.

76 2024

62 2025

16% resulted in a request for formal filing

15% resulted in a request for formal filing

4. The Real Question Behind a Mitigation Plan Is Whether the Deal Still Works Mitigation clearances declined significantly in 2024 and 2025 compared with 2022 and 2023. Only 15 of 207 (~7%) notices were cleared subject to mitigation

in 2025, while 16 of 209 (~8%) were cleared with mitigation in 2024. By contrast, 35 of 239 (~15%) transactions required mitigation in 2023, and 41 of 286 (~14%) in 2022. That trend is at least consistent with the America First Investment Policy (“AFIP”), which states a goal in Section 2(g) of ceasing the use of open-ended mitigation agreements for U.S. investments from foreign-adversary countries. However, the decline predates the current Administration, and the data do not establish a causal link. Nor does it indicate that CFIUS eventually will stop using mitigation altogether: the Committee adopted mitigation measures or conditions with respect to 25 notices overall in 2025, the same number as in 2024. The broader figure includes interim mitigation measures during review and mitigation associated with transactions that were ultimately abandoned. Seven transactions were abandoned in 2025 after CFIUS either could not identify mitigation that would resolve the national security risk or proposed mitigation terms that the parties chose not to accept. For transaction parties, the question remains whether the Committee’s concerns can be addressed on terms that preserve the commercial rationale for the transaction. Depending on the concern, mitigation can affect governance, information or technology access, supply arrangements, security protocols, operational control or other aspects of the business. A transaction may be legally capable of clearance but economically unattractive on the terms required to obtain it. This analysis should take place before the parties are negotiating mitigation with the government. When the likely national security concern can be identified during diligence, parties can assess whether a realistic mitigation package would preserve the investment thesis and allocate the resulting risk accordingly. The Annual Report does not draw a direct line between AFIP and mitigation practice during the year: the decline in mitigated clearances predates the current Administration. The policy nevertheless creates a concrete issue to watch in future cases: whether mitigation involving foreign- adversary investors shifts toward more finite or structural remedies.

Mitigation is also not the end of the range of potential outcomes. Presidential decisions were issued regarding two transactions for which CFIUS initiated review in 2025. In both cases, the transactions had already closed, and the resulting orders prohibited the transactions and required divestment. Presidential action should not be treated as another form of mitigation: it represents the tail risk where identified national security concerns cannot be resolved through the Committee process on terms that permit the transaction to remain in place.

CFIUS Use of Mitigation in 2025

Notices involving mitigation measures or conditions

Transactions in which mitigation agreements were adopted for notices that were withdrawn and abandoned

Transactions in which mitigation measures (short of a formal mitigation agreement) were imposed for notices that were withdrawn and abandoned

Transactions in which interim mitigation measures (short of a formal mitigation agreement) were imposed during CFIUS review

Additional notice with mutually negotiated interim measures

Transactions in which mitigation agreements were adopted after the conclusion of action

5. Difficult Cases Continue to Create Timing and Execution Risk Beyond the Statutory Timetable Whether a national security concern can be resolved is only one execution question. How long resolution takes is another. Of the 207 notices CFIUS reviewed, 114 proceeded to investigation. Of those, 58 were withdrawn after the investigation commenced. Treasury reports that in most of those cases CFIUS had identified a national security risk and the parties sought additional time to consider mitigation terms. Across the review and investigation periods, 61 notices were withdrawn, and 51 were subsequently refiled. The 55% investigation rate is essentially in line with the 56% average across 2016–2025. The investigation rate itself was therefore not unusual. The more meaningful execution signals are in what happened once CFIUS identified substantive concerns. Withdrawal and refiling are familiar features of difficult CFIUS cases and should not themselves be interpreted as transaction failure, but they have real consequences for deal execution. Once CFIUS identifies a concern that cannot be resolved within the statutory period, parties may need additional time to negotiate mitigation, modify transaction arrangements or provide additional information before the Committee can complete its review. Transactions presenting substantive national security concerns can depart materially from their initial timetable. Other factors extended timing in 2025. The Annual Report frames this as three funding lapses affecting timelines for notices filed in 2025: the October- November 2025 lapse, and two subsequent 2026 lapses that affected notices filed at the end of 2025. Assistant Secretary for Investment Security Chris Pilkerton reported more than 120 days during which active cases were tolled as a result, and CFIUS also invoked its extraordinary-circumstances authority (adding an additional 15 days to an ongoing investigation period) with respect to eight notices — more than the six uses of that authority reported in total from 2018 through 2024.

For transactions with financing commitments, competitive auction dynamics or hard outside dates, these are deal terms, not administrative details. Transactions presenting meaningful CFIUS sensitivity should have sufficient contractual flexibility to accommodate a process that may extend beyond the ordinary statutory timetable. 6. Filing Concentrations Need Context — Whether by Sector or Investor The Annual Report’s sector and country data can help identify where CFIUS activity is occurring, but neither should be treated as a direct measure of national security risk. Semiconductor and other electronic component manufacturing illustrates the point. CFIUS reviewed 17 notices involving that sector in 2025, compared with four in 2024 and 16 in 2023. The 2025 figure therefore represents a sharp rebound from the 2024 level and a return to roughly the 2023 level, not evidence of a sustained upward trajectory. Aerospace product and parts manufacturing presents a different pattern. Notices increased from four in 2023 to six in 2024 and 13 in 2025. Even there, the filing data alone do not establish that CFIUS scrutiny intensified. Filing counts can reflect transaction activity, transaction structure, investor composition and filing decisions as well as the Committee’s substantive focus. Both sectors nevertheless sit squarely within broader U.S. national security priorities. In advanced manufacturing and technology transactions, diligence should identify early the target attributes that may drive the Committee’s risk analysis — export-controlled items and technology, government customers and contracts, sensitive supply-chain dependencies, access to technical information, and cybersecurity considerations. Those attributes may also implicate distinct export- control, industrial-security or other regulatory regimes, which require their own analyses.

Two Sectors, Two Different Three-Year Patterns Sector 2023 2024 2025

The regulatory framework also differentiates among allied investors. Qualifying investors from Australia, Canada, New Zealand and the United Kingdom can benefit from the excepted-investor provisions, which exclude qualifying transactions from specified portions of the Committee’s expanded jurisdiction. Qualification depends on detailed criteria and must be assessed transaction by transaction; excepted- foreign-state status alone does not make a particular investor an excepted investor. Nor does the framework remove foreign acquirers from those jurisdictions from the CFIUS process. Foreign acquirers from the four excepted foreign states accounted for 26 notices and 21 declarations in 2025, approximately 13% and 15% of the respective filing totals. The figures reinforce that the excepted-investor framework can materially affect the jurisdictional analysis without eliminating the need for transaction-specific CFIUS analysis. For sovereign and other state-linked investors, the practical lesson is not that nationality or government ownership dictates the CFIUS outcome. Government ownership, target characteristics, transaction structure and the rights package need to be evaluated together, including whether the investor qualifies for applicable excepted-investor treatment and whether the rights obtained bring an otherwise non-controlling investment within the Committee’s jurisdiction. Selected 2025 Filing Leaders by Foreign Acquirer Country

Semiconductor & other electronic component manufacturing Aerospace product & parts manufacturing

16 4 17

4 6 13

Real estate presents a third pattern. CFIUS received seven real estate declarations and seven real estate notices in 2025, compared with six declarations and three notices in 2024. The absolute numbers remain small, and the data do not necessarily establish a trend, but the slight increase is worth noting for transactions involving real estate near sensitive government facilities or military installations. The country data require similar care. China illustrates the gap: Chinese foreign acquirers accounted for 33 notices in 2023, 26 in 2024 and 33 in 2025, yet China does not appear among the leading countries on the Committee’s distinct- transaction measure in any of those years. The 2025 figure is a return to the 2023 level, not a spike, and its position in the raw table reflects the methodology rather than a change in the Committee’s posture. Foreign acquirers from major U.S. allies and partners also continued to account for a substantial share of CFIUS activity in 2025. On the Committee’s distinct-transaction measure, which adjusts for refilings and declarations that later became notices, Japan, the United Arab Emirates and Canada were among the leading jurisdictions. The raw country tables use a different methodology. Table I-13, “Covered Transaction Notices by Foreign Acquirer Home Country or Economy, 2023-2025,” counts notices filed by country of the foreign acquirer. A transaction involving multiple foreign acquirers from more than one country can be counted more than once, and refilings can also affect the raw totals. The figures therefore should not be read as a ranking by ultimate ownership or as a clean count of distinct transactions by nationality.

China

Most Notices

Japan

Most Declarations

Japan

Most Acquisitions of Critical Tech

7. Mitigation Is Not Necessarily Permanent — But Compliance Remains an Active Obligation CFIUS risk does not necessarily end at clearance. But nor do mitigation obligations necessarily last forever. CFIUS terminated 23 mitigation agreements in 2025, following 25 terminations in 2024. The number of mitigation agreements and conditions subject to ongoing monitoring declined from 242 at year-end 2024 to 234 at year-end 2025. CFIUS also materially modified four existing mitigation agreements during 2025. At the same time, the Committee’s compliance infrastructure remains active. CFIUS monitoring agencies conducted 40 site visits in 2025 to assess compliance with existing mitigation agreements. Separately, the Committee made two formal determinations involving violations of mandatory filing requirements and continued to receive voluntary self-disclosures. Those determinations concern the filing obligation itself, not the terms of any mitigation agreement, but they underscore that CFIUS monitors compliance across the full range of its authorities. Those figures are relevant to companies and investors already operating under national security agreements and other CFIUS mitigation. Parties can sometimes treat restrictions negotiated at closing as effectively permanent. The Annual Report confirms that termination and modification remain active parts of the mitigation lifecycle. This does not establish that CFIUS has become more receptive to termination, but it does mean parties subject to legacy mitigation should not assume the original agreement is the only possible endpoint. Where the business, ownership structure, technology, customer base or national security concern has changed materially since an agreement was negotiated, there may be value in reassessing whether existing restrictions remain appropriately calibrated and whether modification or termination can be supported.

The point is particularly relevant for agreements negotiated around risks or operating models that no longer exist in the same form. A disciplined reassessment should begin with the national security rationale for the original restrictions, how the relevant facts have changed and whether the government’s remaining risk can be addressed with fewer or different controls.

2025 CFIUS Compliance and Enforcement Activities

Formal Determinations Involving Violations of Mandatory Filing Requirements

Mitigation Agreements and Conditions Modified

Mitigation Agreements and Conditions Terminated

What to Watch The Annual Report does not support a simple narrative that CFIUS became either more restrictive or more permissive. Total filings increased because declarations increased, but notice activity remained flat. Declarations resolved a smaller share of matters on the short form, although the declaration population included a substantial number of mandatory filings. CFIUS continued to examine a much larger universe of non-notified transactions; mitigation remained an important tool; and difficult cases continued to create execution risk beyond the statutory timetable. Three developments bear watching as the 2026 docket develops. First, AFIP creates a specific policy question around mitigation for investment from foreign-adversary countries. Future cases may provide evidence of whether the Administration’s stated preference for finite, concrete mitigation in that context changes the remedies CFIUS seeks.

Second, Treasury’s Known Investor Program may become relevant for repeat investors from allied and partner countries. Treasury announced a pilot in 2025 involving a limited number of investors and in February 2026 sought public input on the development of the broader program. The concept is to collect information from eligible foreign investors in advance of a transaction filing so that CFIUS can seek process efficiencies while preserving its national security review. For repeat investors, the relevant question is whether advance familiarity with an investor produces measurable improvements in case processing when the program is more broadly implemented. It is important, however, not to confuse procedural efficiency with substantive preferential treatment. Treasury has expressly stated that neither the Known Investor Program nor its pilot changes the Committee’s jurisdiction or the statutory review process. Third, CFIUS is building additional technical and process infrastructure. The Annual Report identifies Treasury’s establishment of an Office of Research and Analysis in 2025, an in-house technical branch staffed by scientists, engineers, and data subject-matter experts. Treasury’s new CFIUS website, launched in 2026, also includes a Risk Matrix intended to help parties understand the types of threat, vulnerability and consequence

considerations relevant to CFIUS analysis, as well as a mechanism for requesting pre-filing consultations. Whether these initiatives produce a more technically informed and predictable review process remains to be seen. For transaction parties, the central lesson from the 2025 data is therefore not a prediction about whether CFIUS will be “harder” or “easier” in the next case. It is that aggregate filing statistics answer relatively few of the questions that determine transaction outcomes. The questions that matter are transaction-specific: What will CFIUS care about? Which filing route best fits the transaction? Should the parties seek safe harbor at all? If CFIUS identifies a concern, can it be resolved on terms that preserve the deal? How much timing uncertainty can the transaction absorb? And, for parties already operating under mitigation, do restrictions imposed years ago still need to remain in their current form? To discuss how these questions may be answered for your transaction or mitigation agreement, or for other CFIUS and related regulatory questions more broadly, please reach out to our team. We guide clients through this complex landscape, from initial risk assessment and filing strategy through mitigation negotiation and compliance implementation, maximizing transaction certainty and minimizing regulatory burden.

Authors

Hrishi N. Hari Partner Washington, D.C. hrishikesh.hari@dechert.com +1 202 261 3347

Shannon Reaves Partner Washington, D.C. shannon.reaves@dechert.com +1 202 261 3424

Erin Bruce National Security Advisor Washington, D.C. erin.bruce@dechert.com +1 202 261 3441

Betsy Feuerstein Associate Washington, D.C. betsy.feuerstein@dechert.com +1 202 261 3366

Daniel Kim Associate Washington, D.C. daniel.kim@dechert.com +1 202 261 7959

Marston Li Associate Washington, D.C. marston.li@dechert.com +1 202 261 3406

© 2026 Dechert LLP. All rights reserved. This publication should not be considered as legal opinions on specific facts or as a substitute for legal counsel. It is provided by Dechert LLP as a general informational service and may be considered attorney advertising in some jurisdictions. Prior results do not guar- antee a similar outcome. We can be reached at the following postal address: 1095 Avenue of the Americas, New York, NY 10036-6797 (+1 212 698 3500). Dechert internationally is a combination of separate limited liability partnerships and other entities registered in different jurisdictions. Further details including how to contact us can be found at dechert.com or on our Legal Notices page.

12 PRG100678

31-08-26

Page 1 Page 2 Page 3 Page 4 Page 5 Page 6 Page 7 Page 8 Page 9 Page 10 Page 11 Page 12