cfius review

The Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”) has released its Annual Report to Congress for calendar year 2025 — marking the Committee’s 50th year of operation. The Report confirms that CFIUS remains an active and increasingly assertive gatekeeper for foreign investment in the United States, even as the Committee absorbed significant operational disruption in 2025 from lapses in federal appropriations that tolled statutory deadlines for more than 120 days over the course of the year. 

This alert distills the CY 2025 Report — and the Committee’s own year-over-year comparisons — into the trends most relevant to companies and investors planning transactions that may fall within CFIUS jurisdiction. Two developments stand out. First, the President issued prohibition and forced-divestment orders of a U.S. business in two transactions in 2025, continuing a pattern (also seen in 2024) that had been dormant since 2020; this is CFIUS’s most severe remedy, and its reappearance in back-to-back years is a meaningful signal for deals in sensitive sectors. Second, and directly relevant to parties that conclude a transaction does not warrant a voluntary filing, CFIUS’s non-notified transaction program continued to convert unfiled deals into mandatory filing demands — formally requiring nine parties to submit a declaration or notice in 2025 after Treasury investigated 90 potential non-notified transactions and opened 62 official inquiries. 

Below, we summarize the key figures from the CY 2025 Report to help clients calibrate risk, timing, and filing strategy.