CFIUS 2025 Annual Report: Filing Volumes Up, Declarations Riskier, Enforcement Steady
Foreign investors and acquirers of U.S. targets face a 26% declaration-to-notice conversion rate and continued non-notified scrutiny, requiring sharper pre-filing risk assessment despite stable headline metrics.
CFIUS reviewed 347 filings in 2025 (207 notices, 140 declarations), a 7% increase over 2024, against a backdrop of surging global M&A ($3.13–$4.8 trillion) and a 49.5% jump in inbound FDI. The declaration clearance rate fell to ~66% (from ~78% in 2024), while requests to convert to full written notices climbed to ~26%—the highest in three years—meaning filers using the short-form path risk restarting the review clock. Mitigation was required in 15 transactions, with 234 agreements under active monitoring; new tools include the Known Investor Program, a pre-filing consultation function, and a July 2026 Risk Matrix flagging eight elevated-risk categories. No civil penalties were publicly announced, but two presidential actions—one enforcing divestment of Jupiter Systems via court-appointed receiver, another greenlighting the Nippon Steel/U.S. Steel deal—signal continued willingness to deploy hard remedies. Non-notified reviews remained active at 90 initiations. Deal teams should weigh declaration versus notice strategy, prepare for sector-specific scrutiny, and audit historical transactions for undisclosed CFIUS exposure.