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
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61
51
7
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.
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