CFIUS 2025 Report: Filings Rebound, Declaration Scrutiny Rises
The latest CFIUS annual report reveals a 7% rise in total filings, a notable drop in the clearance rate for short-form declarations, and a continued focus on non-notified transactions.
The Committee on Foreign Investment in the United States (CFIUS) released its annual report for calendar year 2025, showing a 7% rebound in total filings, reversing a two-year decline. The report indicates a tougher environment for parties using the short-form declaration process, as the clearance rate fell from 78% in 2024 to 66% in 2025, while requests that parties file a full notice rose to a three-year high. Sophisticated counsel and clients care because these trends directly impact deal certainty and timelines for cross-border transactions. Although CFIUS issued no civil monetary penalties in 2025—a sharp contrast to the five assessed in 2024—the report highlights continued enforcement through other means, including two noncompliance determinations and a court action to enforce a divestiture order. This signals that leniency on penalties does not mean reduced oversight. Transactional lawyers should advise clients that the declaration pathway now carries a higher risk of escalating to a longer, more intensive review, and the continued scrutiny of non-notified deals underscores the need to proactively assess CFIUS risk even where a filing is not mandatory.