Insights

The United States Committee on Foreign Investment in the United States ("CFIUS") issued its 2025 Annual Report to Congress, providing important guidance for companies engaged in cross-border investment involving critical technologies, sensitive data, infrastructure, and other national security considerations. The report shows where CFIUS is concentrating its enforcement and compliance resources: identifying transactions that were never filed, monitoring hundreds of mitigation agreements, investigating possible violations of mandatory filing requirements, and expanding the personnel and technical resources devoted to enforcement.

In 2025, CFIUS reviewed or assessed 347 covered transactions, consisting of 207 notices and 140 declarations. Of the 207 notices, 114 proceeded to investigation and 61 were withdrawn; 58 of those withdrawals occurred after an investigation had commenced. The Committee adopted mitigation measures or conditions in connection with 25 notices filed that year.

Key Takeaways

• The number of declarations has increased: In 2025, CFIUS assessed 140 declarations, up from 116 in 2024 and 109 in 2023. Based on stipulations submitted by the parties, 51 of the 140 declarations were subject to a mandatory filing requirement. CFIUS concluded action on 92 declarations, requested that the parties file a written notice in 36 cases, informed the parties in 11 cases that it could not conclude action on the basis of the declaration, and permitted one declaration to be withdrawn. Thus, approximately one-third of the declarations did not result in clearance on the basis of the declaration alone.

• Over half of the notices moved on to investigation: In 2025, CFIUS accepted 207 covered transaction notices, including seven real estate notices. Of these 207 notices, 114 went beyond the first review and entered an investigation, and eight investigations received an extra statutory extension.

• Withdrawals still form a significant part of the CFIUS process: Over the wider 2016 to 2025 period, CFIUS examined 2,263 notices, about 56 percent of which went on to be investigated. In 2025, around 28 percent of the notices were withdrawn after an investigation had started, as compared with 23 percent in 2024.

• Mitigation is becoming a continuous compliance requirement: CFIUS adopted mitigation measures or conditions in connection with 25 notices submitted in 2025, representing 12 percent of all notices filed that year. By the end of 2025, CFIUS was monitoring 234 mitigation agreements and conditions. During the year, 23 mitigation agreements or conditions were terminated and four were materially modified.

• Site Visits remain a part of CFIUS’s toolkit: CFIUS Monitoring Agencies conducted 40 site visits, including interviews with senior executives and line-level personnel, inspections of records and systems, and verification of physical and logical access controls.

• CFIUS is actively searching for transactions that were never filed. In 2025, the Committee identified thousands of potential non-notified or non-declared transactions through interagency referrals, tips from the public, classified reports, media reports, voluntary self-disclosures, congressional notifications, and commercial databases. CFIUS further investigated 90 transactions, opened 62 official inquiries, and requested filings in nine cases. Treasury also assigned personnel to identify and respond to non-notified and non-declared transactions, conduct compliance and enforcement activities, and perform technology research and analysis.

• Critical technology remains central to the CFIUS review process: In 2025, CFIUS reviewed 166 covered transactions involving U.S. businesses with critical technologies. Companies that work with controlled technology, proprietary research, technical data, or other sensitive intellectual property should therefore consider CFIUS alongside export control and cybersecurity due diligence when assessing foreign investment.

Recommended Steps for Businesses

The 2025 Annual Report shows that businesses should pay attention to CFIUS risk before and after a transaction and should consider the following steps.

• Carry out CFIUS due diligence as early as possible and determine before closing whether the proposed transaction falls within CFIUS jurisdiction and whether a mandatory declaration is required. For a practical overview of this analysis, see Torres Trade Law’s CFIUS Mandatory Filing Guide.

• Do not overlook compliance in completed transactions. CFIUS uses references from the government, media reports, commercial databases, public tips, and other sources to actively look for transactions that have not been notified.

• Account for CFIUS processing times. More than half of the notices filed in 2025 proceeded to an investigation. Notices that proceeded to investigation took an average of 82.8 calendar days from acceptance to conclusion, excluding days during which statutory deadlines were tolled because of lapses in appropriations.

• When filing, prepare for possible mitigation. Companies must keep records, implement internal controls, establish compliance procedures, and have staff on hand who can show they are fulfilling their obligations.

• Treat all critical technology transactions with great care. Companies in sensitive sectors should assess whether potential access restrictions, governance measures, compliance obligations, or other mitigation requirements could affect the economics of the transaction or its operations.

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The team at Torres Trade Law has extensive CFIUS experience, including conducting preliminary jurisdictional and risk assessments, preparing submissions to the Committee, responding to outreach concerning non-notified transactions, and assisting parties with ongoing mitigation compliance. Managing Member Olga Torres has been recognized by Foreign Investment Watch as a leading CFIUS practitioner. Foreign Investment Watch is an independent, subscription-based information service covering foreign investment and national security, including CFIUS and global investment-screening regimes. Foreign Investment Watch’s Editorial Advisory Board includes two former heads of CFIUS, as well as other former senior national security officials. If you have questions about the 2025 Annual Report to Congress or the CFIUS process generally, please contact us.