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
4
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