Overview
On August 7, 2026, the Committee on Foreign Investment in the United States (“CFIUS”) released its Annual Report to Congress for 2025. CFIUS is the inter-agency body that conducts national security reviews of certain foreign investments in the United States. The annual report provides aggregate data on CFIUS activities and provides valuable insight into the Committee’s activities and key trends.
Key Takeaways:
- Overall CFIUS filings increased, driven by declarations. CFIUS reviewed or assessed 347 covered transactions in 2025, consisting of 207 notices and 140 declarations. This was the first increase in total filings since 2022 and was driven by declarations, which increased from 116 in 2024 to 140 in 2025. Notice volume remained flat, declining slightly from 209 to 207.
- More than half of notices proceeded to an investigation. CFIUS conducted investigations in connection with 114 of the 207 notices in 2025, or approximately 55%. This result was generally consistent with recent years and indicates that transaction parties should not assume that a notice will be resolved during the initial 45-day review period.
- Declarations increased, but more than one-quarter resulted in a request for a full notice. CFIUS requested that parties file a full notice in 36 of the 140 declaration assessments, or approximately 26%, compared with approximately 15% in 2024. An additional 11 declarations, or approximately 8%, ended with CFIUS unable to conclude action. As a result, only approximately 66% of declarations received clearance in 2025 at the end of the 30-day assessment, down from 78% in 2024.
- Mitigation activity increased from 2024 but remained below 2022 and 2023 levels. CFIUS imposed mitigation measures or conditions in connection with 25 notices, representing approximately 12% of notices filed in 2025. This was an increase from approximately 9% in 2024, but remained below the 21% reported in 2023 and 23% reported in 2022.
- CFIUS’s non-notified efforts remained active, although formal inquiries and filing requests declined. CFIUS investigated 90 potentially non-notified transactions, opened official inquiries into 62, and requested filings in nine cases. This was down from 76 official inquiries and 12 requested filings in 2024. Two additional parties filed voluntarily after receiving outreach from CFIUS.
- Withdrawals and refilings increased. Parties withdrew 61 notices in 2025, including 58 after CFIUS commenced an investigation. The post-investigation withdrawal rate increased to approximately 28%, compared with 23% in 2024 and 19% in 2023. Parties ultimately refiled in 51 of the 61 withdrawn matters.
- Real estate jurisdiction remains an area to watch. Seven declarations and seven notices accepted during 2025 involved covered real estate transactions under 31 C.F.R. Part 802. Although real estate filings remained a relatively small portion of CFIUS’s overall caseload, the 2025 figures exceeded the six declarations and three notices reported for 2024.
Notification by the Numbers
CFIUS accepted 207 notices in 2025, seven of which involved covered real estate transactions. Of the 207 notices, 114 proceeded to investigation, eight were subject to a 15-day statutory extension, three were rejected, and two resulted in presidential decisions. Notice volume remained steady with the 209 notices reviewed in 2024, but was substantially below the record 286 notices reviewed in 2022. Over the 10-year period from 2016 through 2025, parties filed 2,263 notices that CFIUS determined involved covered transactions. Of those notices, 1,261, or approximately 56%, proceeded to investigation. The 2025 investigation rate of approximately 55% was therefore consistent with the longer-term average.
Withdrawals and refiles continued to be a significant feature of the notice process. Parties withdrew 61 notices in 2025, with 58 withdrawals occurring after an investigation began. Parties refiled 37 of those matters during 2025 and another 14 during 2026. The resulting total of 51 refilings indicates that complex transactions frequently required more time than the standard review and investigation periods provided, including additional time for CFIUS and the parties to negotiate potential mitigation measures. Not all withdrawals resulted in refiling. In seven matters, the parties abandoned their transactions after CFIUS either could not identify measures that would adequately mitigate the identified national security risks or proposed mitigation measures that the parties declined to accept. Parties abandoned three additional transactions for commercial reasons.
China accounted for the largest number of notices by foreign investor country in 2025, with 33 notices, or approximately 17%. Japan followed with 23 notices, the United Arab Emirates with 18, and Canada with 15. These totals include withdrawn and refiled notices and may count transactions involving investors from more than one country. When CFIUS counted distinct transactions rather than total filings, Japan, the United Arab Emirates, and Canada were the leading investor countries in 2025. The difference suggests that China’s total notice count was affected by withdrawals and refilings.
Declaration by the Numbers
CFIUS assessed 140 declarations in 2025, including seven declarations involving covered real estate transactions. Based on stipulations made by the filing parties, 51 declarations were subject to mandatory filing requirements. Declaration volume increased materially from 116 in 2024 and 109 in 2023, although it remained below the 154 declarations assessed in 2022.
CFIUS concluded action on 92 declarations, representing approximately 66% of the declarations assessed in 2025. CFIUS requested full notices in 36 matters and informed the parties in 11 matters that it was unable to conclude action based on the declaration. One declaration was withdrawn. No declarations were rejected, and CFIUS did not initiate any unilateral notices in response to declarations.
The 36 requests for full notices represented approximately 26% of all declarations assessed in 2025. In addition, the 11 “unable to conclude action” responses left the parties without a statutory safe harbor. Taken together, these outcomes demonstrate that a declaration does not always provide a definitive resolution and may extend the overall CFIUS process, if the parties must subsequently submit a full notice.
Declaration assessments were completed in an average of 30.1 calendar days and a median of 30 days, excluding tolled days. The average period from submission to acceptance of a declaration was 6.87 days, excluding days affected by the lapse in appropriations.
Japan accounted for the largest number of declarations in 2025 with 18, followed by France with 14 and Singapore with 13. These figures are consistent with the frequent use of declarations by investors from countries that are close allies or partners of the United States.
The 2025 results confirm that declarations can provide an efficient path to clearance, but the appropriate filing strategy depends on the circumstances of the transaction. A declaration may be less suitable for a transaction involving complex ownership structures, extensive foreign government interests, critical technologies, sensitive personal data, government contracts, significant infrastructure, or national security concerns that are likely to require mitigation.
Non-Notified Transactions
CFIUS continued to devote significant resources to identifying transactions that were neither notified nor declared. The Committee identified thousands of potentially relevant transactions through interagency referrals, public tips, classified reporting, media reports, voluntary disclosures, congressional notifications, commercial databases, and other sources.
In 2025, CFIUS investigated 90 potential non-notified transactions to determine whether to open official inquiries. It opened official inquiries into 62 transactions and formally requested filings in nine cases. In two additional matters, the parties submitted a notice or declaration after receiving outreach from CFIUS but before receiving a formal filing request.
These figures declined slightly from 2024, when CFIUS investigated 98 potential non-notified transactions, opened 76 official inquiries, and requested filings in 12 cases. The decrease should not necessarily be interpreted as a reduction in CFIUS’s focus on non-notified transactions. Appropriations lapses may have affected agency resources during part of the reporting period, and CFIUS continues to identify the review of non-notified transactions as an enforcement priority.
Non-notified transactions remain among the most complex matters handled by CFIUS. As a practical reminder, transactions within CFIUS’s purview do not cease to be subject to the Committee’s jurisdiction merely because they have closed. CFIUS has demonstrated on many occasions that it is willing to review a completed transaction years after closing. And in such situations, if the Committee identifies unresolved national security concerns, it may require mitigation, impose restrictions, or recommend that the President order divestment.
The report’s non-notified data reinforces the importance of conducting a CFIUS analysis even when a filing is not mandatory under the regulations. For transactions within CFIUS’s jurisdiction, a voluntary filing generally provides the only means of obtaining statutory safe harbor from future CFIUS review of the transaction.
For additional information regarding CFIUS or assistance with a CFIUS-related matter, please contact a member of Steptoe’s National Security and Cross-Border Transactions Practice.
