CFIUS Annual Report: Filings Rise, Scrutiny Tightens
The U.S. national-security investment review body saw a 7% increase in total filings in 2025, but its lower clearance rate for declarations and steady enforcement activity signal a more challenging environment for foreign investors.
The Committee on Foreign Investment in the United States (CFIUS) has released its annual report for calendar year 2025, revealing a 7% increase in total filings to 347. Despite the rise, the number of unique transactions reviewed held steady, indicating more withdrawals and refilings. The report shows a notable shift in the handling of short-form declarations; while their use rose 21%, the clearance rate fell from 78% in 2024 to 66% in 2025. Consequently, the rate at which CFIUS requested a full notice following a declaration review reached a three-year high of 26%.
For counsel and clients, the data suggests a more stringent review environment where relying on the expedited declaration process for complex or borderline deals is increasingly risky. While CFIUS imposed no monetary penalties in 2025—a stark contrast to the previous year—its enforcement posture remained firm. The Committee issued non-compliance warnings, pursued court action to enforce a divestiture order, and continued to investigate non-notified transactions, requesting filings in nine such cases. Parties structuring cross-border deals must factor in a potentially longer and more uncertain CFIUS timeline and the persistent risk of post-closing reviews for non-filed transactions.