Key Takeaways from the CFIUS Annual Report for Calendar Year 2025

The Committee on Foreign Investment in the United States (CFIUS or the Committee) released its Annual Report to Congress for Calendar Year (CY) 2025 (the Annual Report) in August 2026, providing extensive statistics about case processing, timelines and outcomes. The Annual Report also provides a glimpse into the Committee's implementation of the Trump Administration's America First Investment Policy (AFIP), as discussed in a previous Holland & Knight alert.

This Holland & Knight alert highlights the most significant takeaways from the Annual Report.

Filing Trends

The total number of filings remains below the mark set in 2022 – CFIUS's busiest year but trended slightly up from last year. Since the implementation of the Foreign Investment Risk Review Modernization Act (FIRRMA) in 2020, 300 to 400 filings per year has become the norm and is likely to remain so barring significant changes to CFIUS's authorities or major swings in the cross-border deal environment.

• Total filings rose by approximately 7 percent from 325 in CY 2024 to 347 in CY 2025.
• Long-form "Notice" submissions remained essentially flat at 207.
• Short-form "Declaration" filings rose significantly, from 116 in CY 2024 to 140 in CY 2025, an increase of 21 percent. This is the highest Declaration volume on record since Declarations became available to parties via implementation of FIRRMA. Parties chose to file a Declaration more than half the time, indicating growing party comfort with the short-form filing process. However, CFIUS cleared only 92 of 140 Declarations (approximately 66 percent) as Declarations, a notable decline from clearance rates of 78 percent in CY 2024 and 76 percent in CY 2023.
• CFIUS cleared approximately 67 percent of all filings either in the 30-day Declaration assessment period or during the initial 45-day review period for Notices, a rate generally consistent with prior years.
• Top filing countries included Japan, China, Germany, United Arab Emirates, Canada, France and Singapore. Again, this is generally consistent with the top filing countries reported in prior CFIUS annual reports.

Declaration Outcomes

The Annual Report presents a clear picture of the lure of Declarations and their potential downsides. Declarations can provide parties with a faster and more efficient path to the safe harbor of CFIUS approval compared to the more laborious and time-consuming Notice mechanism. However, in CY 2025, a significant percentage of Declaration filers ended up in a process that was longer, more costly and less certain than they likely expected when opting to file a Declaration.

• Out of 140 Declarations, 26 percent resulted in a request to file a full Notice, up significantly from CY 2024 (15 percent) and CY 2023 (18 percent).
• Eleven Declarations resulted in CFIUS being "unable to conclude action," and one Declaration was withdrawn by the parties. Taken together, this means that CFIUS cleared only 66 percent of Declarations, a notable decline from 78 percent in CY 2024 and 76 percent in CY 2023, and the lowest Declaration clearance rate since Declarations became widely available.

Although parties may be willing to close transactions when CFIUS has been "unable to conclude action" on the basis of a Declaration, the CY 2025 statistics underscore the real and increasing risk of having to choose between closing without safe harbor or starting the process over with a more detailed Notice filing, adding several additional months to the review timeline.

In Holland & Knight's experience, multiple factors affect the likelihood of a successful Declaration, and even apparently simple cases can result in CFIUS being unable to conclude action due to administrative delays and other issues not indicative of an actual substantive concern. Parties must remain sensitive to the risks and not just the rewards of Declaration filings and should carefully weigh potential best- and worst-case outcomes for Notices and Declarations with their legal counsel when developing a filing strategy.

Mitigation, Prohibitions and Transaction Abandonments

The Trump Administration's AFIP notably declared an intention to "cease the use of overly bureaucratic, complex and open-ended 'mitigation' agreements" in favor of ones that "consist of concrete actions that companies can complete within a specific time frame, rather than perpetual and expensive compliance obligations." The Annual Report does not speak to whether CFIUS is systematically simplifying mitigation agreements in practice. But, at least in raw numbers, the Committee is continuing to reduce its reliance on mitigation agreements, aligning with the Holland & Knight team's practical experience that some investments are being cleared without mitigation that would have been mitigated in earlier years.

Additionally:

• CFIUS terminated 23 agreements, substantially reducing the overall number of agreements under active monitoring.
• Only 15 transactions were cleared subject to a mitigation agreement, roughly consistent with the number in 2024 and well below the numbers during CFIUS's peak years of mitigation use.
• Seven transactions appear to have been abandoned due to national security concerns, and two closed transactions were the subject of presidential orders directing divestment.

Non-Notified Transaction Reviews

The Annual Report confirms that the Committee continues to screen thousands of "non-notified" transactions (i.e., transactions not voluntarily submitted to CFIUS) for potential review. Though the number of non-notified transactions subject to full review after screening is relatively small, the financial and practical costs of responding to screening inquiries can be significant. Moreover, the risks associated with non-notification will only continue to rise, as CFIUS's investigative resources continue to expand and artificial intelligence tools are likely added to its arsenal, and other parts of the government increase their own requirements around foreign investor disclosure (including the U.S. Department of War's new SF-328 form and related requirements, discussed in a previous Holland & Knight alert).

• Of the thousands of transactions screened, CFIUS more significantly investigated 90 transactions and opened 62 formal inquiries as a result of those investigations (down from 76 in CY 2024), ltimately requesting filings for nine transactions.
• In CY 2025, CFIUS issued two formal determinations of noncompliance with mandatory filing requirements – up from one in CY 2024.
• Despite slightly lower formal inquiry numbers, CFIUS leadership has publicly stated that non-notified transaction monitoring remains a key enforcement priority.

Real Estate Filing Trends

Although real estate filings remain a small fraction of the overall CFIUS caseload, those numbers are expected to rise as the U.S. Congress and individual states expand their focus on foreign investment in real estate.

• CFIUS received 14 real estate-specific filings under Part 802 in CY 2025 (seven Notices and seven Declarations), relatively level with the 15 filings in CY 2024.
• The Committee's use of its real estate authority is maturing. Of the two CY 2025 presidential orders prohibiting transactions, one was related to a transaction involving proximity to covered real estate.
• A July 2025 Memorandum of Understanding between the U.S. Department of the Treasury and U.S. Department of Agriculture (USDA) formalized USDA's role in CFIUS reviews involving agricultural land and related equities, likely expanding the scope of future real estate reviews (including as part of CFIUS's screening of non-notified transactions).
• The CFIUS Risk Matrix, published in July 2026, identifies "proximity concerns" as one of eight elevated risk categories. Recent additions of military installations and critical infrastructure sites to the covered real estate appendix may drive increased filing activity going forward.

Overall, the Holland & Knight team believes the number of real estate-specific filings understates the Committee's focus on proximity concerns in practice, as many filings that implicate potential proximity considerations also involve the acquisition of a U.S. business and thus are filed as a U.S. business transaction (rather than as a purely real estate transaction).

First Year of the Trump Administration

• The AFIP, issued in February 2025, directed CFIUS to adopt a bifurcated posture: fast-tracking investments from allied nations while applying heightened scrutiny to adversary-nation transactions. Early data supports efforts by CFIUS to implement this framework: According to the Annual Report, investors from allied countries such as Japan and the United Kingdom used Declarations at significantly higher rates, while investors from China overwhelmingly proceeded by full Notice and likely represented a substantial share of withdrawals and refilings.
• The Known Investor Pilot Program, which launched in May 2025, invited select repeat filers from allied/partner jurisdictions to participate in piloting the expedited processing program. A more comprehensive formal program/process has not been established to date.
• Overall, though the Trump Administration has signaled a shift toward facilitating allied investment in the U.S. and streamlining associated regulatory processes, the CY 2025 data in the Annual Report shows relative continuity with prior-year CFIUS enforcement efforts and mitigation levels. Parties should expect continued robust CFIUS review irrespective of stated policy preferences of the Trump Administration.

For more information or questions, please contact the authors.

Information contained in this alert is for the general education and knowledge of our readers. It is not designed to be, and should not be used as, the sole source of information when analyzing and resolving a legal problem, and it should not be substituted for legal advice, which relies on a specific factual analysis. Moreover, the laws of each jurisdiction are different and are constantly changing. This information is not intended to create, and receipt of it does not constitute, an attorney-client relationship. If you have specific questions regarding a particular fact situation, we urge you to consult the authors of this publication, your Holland & Knight representative or other competent legal counsel.