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
25
Notices involving mitigation measures or conditions
Transactions in which mitigation agreements were adopted for notices that were withdrawn and abandoned
2
Transactions in which mitigation measures (short of a formal mitigation agreement) were imposed for notices that were withdrawn and abandoned
5
Transactions in which interim mitigation measures (short of a formal mitigation agreement) were imposed during CFIUS review
2
1
Additional notice with mutually negotiated interim measures
Transactions in which mitigation agreements were adopted after the conclusion of action
15
5
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