On August 7, 2026, the U.S. Treasury, as chair of the Committee on Foreign Investment in the United States (CFIUS), released its 2025 Annual Report to Congress. The annual report represents a key opportunity for cross-border transaction parties to understand CFIUS’s current interest areas and review statistics regarding CFIUS’s review of key transactions, which may help parties assess risks when deciding whether or not to seek CFIUS clearance. In this instance, the annual report addresses several unique factors impacting CFIUS’s review areas and processes, including, among other items, (i) the onset of the second Trump administration term, (ii) three shutdowns and significant lapses in appropriations that hindered CFIUS’s ability to accept and review transactions, and (iii) the launch of new innovative concepts such as the Known Investor Program.

Declarations

• Declarations in general increased significantly year-over-year (140 in 2025 compared to 116 in 2024). This represents a continued increase since 2023, although still below the peak of declarations filed in 2021 (164).
• Of all declarations, CFIUS cleared 65% (92) without any further inquiries, while it requested a more fulsome Joint Voluntary Notice filing in 26% (36) of all filings.
• While there is a wide variety of business sectors at issue in all filed declarations, certain industries continue to lead the way such as utilities, computer and electronic product manufacturing, and scientific research and development services. These areas all represent key focal points for CFIUS in terms of identified national security considerations.
• Similar to prior years, a significant number of declaration filings generated from a smaller set of foreign acquirers/investors from countries such as Canada, France, Germany, Japan, Singapore, South Korea, and the United Kingdom (notably U.S. allied countries). China represented only five of the 140 declarations.
• For low-risk transactions, the data shows that declarations might help expedite getting CFIUS clearance. But for cases with more clear national security factors at play, the data suggests using a declaration could only add time to a total CFIUS review if the committee also requires a joint voluntary notice.

Notices

• Unlike declarations, notices slightly decreased year-over-year (207 in 2025 compared to 209 in 2024). This reflects a continued downward trend in notices since a peak of 286 in 2022 and may reflect greater interest in parties pursuing declarations that offer shorter review timelines.
• CFIUS instituted investigations in roughly 55% of all notices (114), and entered into or sought mitigation measures in approximately 12% (24) of all notices.
• Two notices ultimately resulted in presidential decisions, the same number as in 2024.
• Similar to declarations, notices covered a wide variety of industries and business sectors. However, a significant number of notices generated from core areas for CFIUS such as (i) semiconductor manufacturing, (ii) aerospace product and parts manufacturing, (iii) software publishers, (iv) computer systems design, and (v) scientific research and development services. These areas represented over one-third of all notices filed in 2025.
• A significant number of notice filings also generated from a smaller set of foreign acquirers/investors, including Canada, China, Germany, Japan, Singapore, and the United Arab Emirates. Notably, foreign investments from China resulted in 33 notices compared to five declarations.

Other Key Datapoints

• Non-notified transactions continue to remain in the spotlight, with CFIUS stating it “identified thousands of potential non-notified transactions.” This ultimately resulted in 90 investigations, 62 official inquiries, and a request for a filing in nine instances and a voluntary filing in two others. This demonstrates the risk when parties elect not to file when CFIUS has jurisdiction over a transaction, and underscores the need for an early assessment. Parties electing not to file should prepare a contemporaneous jurisdiction and risk memorandum just in case CFIUS later has questions about a non-notified transaction.
• The Known Investor Program remains in a pilot program stage, with an aim to collect information from foreign investors in advance of filings in order to “fast track” reviews and investigations.
• CFIUS entered into 15 new mitigation agreements during 2025, but the overall number of mitigation agreements decreased to 234 due to 23 terminations during 2025. Although the degree of mitigation monitoring remains high, this decrease potentially represents a shift in seeking to reduce the overall volume on a go-forward basis.
• Of 166 covered transactions involving U.S. critical technology companies, investments were broadly led by U.S. allied countries (Japan, France, Israel, Germany, and the United Kingdom). Investors/acquirors from China were identified in eight of these 166 transactions.
• CFIUS’s review of real estate transactions remained active, with seven of the 140 declarations and seven of the 207 notices accepted last year being covered real estate, compared to six declarations and three notices in 2024.

CFIUS has and continues to remain a key feature in any cross-border transaction involving U.S. businesses. The 2025 Annual Report demonstrates a need to address CFIUS at early opportunities based on the facts of any potential investment, including the nature of the foreign investor and the U.S. business’ relevant sector, as well as identifying potential time buffers to address more frequent lapses in government funding that have impacted CFIUS review timeline.

Please contact the authors of this alert with any questions.