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 Of those, 58 were withdrawn after the investigation commenced.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 Across the review and investigation periods, 61 notices were withdrawn, and 51 were subsequently refiled.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.
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