On August 6, 2025, the U.S. Department of the Treasury released its Committee on Foreign Investment in the United States (CFIUS or the Committee) 2024 Annual Report to Congress. The report includes anonymized statistics and summaries of the 2024 calendar year CFIUS caseload. When analyzed, particularly against previous annual reports, the report reveals key trends including increases in the rate of filings and rate of voluntary submissions, as well as an uptick in formal non-notified inquiries initiated by the Committee, but a decrease in mitigation agreements or orders to address national security concerns. For companies considering foreign investment transactions, this means that the U.S. government is still paying close attention, and filings may continue to be a common risk management strategy even in cases where filing with CFIUS is voluntary.
Overall Number of Transactions Reviewed Continues to Trend Down But Number of Declarations Filed Increased
Overall, CFIUS reviewed 325 covered transactions (a combination of shorter-process declarations and longer-process notices), a slight drop from 2023, and a significant drop from 2022, which holds the record for the greatest number of reviewed covered transactions at 440. Similar to 2023, a slow global M&A market and cooler investment environment may have played a part in the slight reduction in CFIUS’ caseload. However, while parties could be trending in the direction of opting out of voluntary CFIUS filings, the reported uptick in declaration filings does not fully support that theory. Notably, the annual report showcases several trends, including:
- The number of filings from Chinese acquirers continued its downward trend since 2022 but is still a significant share of the total set of filings. Chinese Acquirers filed a total of 28 filings in 2024, down from 35 in 2023 and 41 in 2022.
- Filings by United Arab Emirates (UAE) acquirers continued to be significant: 21 notices and 7 declarations in 2024 versus 22 notices and 2 declarations in 2023.
- The number of mandatory declarations submitted in 2024 (36) remained the same compared to 2023, with twice as many declarations being voluntarily filed.
- CFIUS issued definitive clearance in 78% of declaration cases, slightly up from the 76% in 2023, potentially a result of more efficient CFIUS reviews due to increased CFIUS resources.
- Substantially fewer (14%) declarations resulted in a follow-on request for a notice filing than the 24% of Declarations in 2023, again potentially resulting from increased CFIUS resources.
- CFIUS adopted mitigation measures or conditions to resolve national security concerns in about 12% of notices, a significant drop from the one in five ratio in 2023.
In general, the most frequent filers of declarations and/or notices reflect traditional sources of investment (Japan, Canada, UK, France) as well as countries of particular interest to CFIUS (China, UAE). The annual report also showed that of the filings made by acquirers from the “frequent filers” countries below, the majority were for businesses involved in critical technology.
Of note to many potential filers, the Committee stated that the average number of business days between the date of submission of a draft notice to the date the Committee provided written comments was 6.5, down from an average of 7.86 days in 2023. Moreover, the average number of business days between submission of a formal written notice and acceptance of the formal notice by CFIUS was 2.7 days, down from an average of almost 5 business days in 2023. Both are notable and seemingly indicate an increase in CFIUS’ efficiency in each area.
Uptick in Non-Notified Transaction Inquiries & Voluntary Non-Notified Filings
In 2024, CFIUS continued to identify and pursue non-notified transactions. The Committee noted in the annual report that it relied on a variety of sources to identify non-declared or non-notified transactions, including media reports, voluntary self-disclosures, interagency referrals, tips from the public, and commercial databases.
Similar to 2023, the Committee preliminarily considered thousands of non-notified transactions in 2024. Out of the thousands considered, CFIUS further investigated 98 transactions to determine which warranted official inquiries. The Committee formally opened an inquiry into 76 transactions, compared to the 60 inquiries opened in 2023. Ultimately, 12 of those inquiries resulted in a request for a formal filing, an increase over 2022 but one fewer than in 2023. Additionally, the annual report confirmed that the number of instances in which parties in receipt of non-notified inquiries opted to voluntarily file a notice or declaration before CFIUS requested a formal filing increased from 3 in 2023 to 5 in 2024. The annual report confirmed that non-notified transactions in 2024 were among the “most complex” that the Committee reviewed.
CFIUS Implemented Notable Procedural Updates and Increased Site Visits in 2024
In November 2024, Treasury issued a final rule that enhanced CFIUS’ monitoring and enforcement authority. As a reminder, the rule as finalized allowed the Committee to require the submission of a broader scope of information from parties to the transaction and from third parties not directly associated with the transaction. Also, in an effort to expedite the mitigation process, the rule allowed the Committee to set timelines for negotiating mitigation proposals. Prior to the rule change, there was no specific timeline by which parties had to respond to mitigation proposals. The rule also significantly increased the maximum civil monetary penalties available for violations of the CFIUS statute and regulations to the greater or $5 million or the value of the transaction.
In an effort to ensure parties were meeting compliance obligations negotiated through mitigation agreements, the Committee nearly doubled the amount of site visits conducted with parties to a proposed transaction. In 2024 CFIUS made 79 site visits, up from 43 in 2023. Visits involved interviews focused on compliance with senior executives and line-level personnel, inspection of records and systems, and verification of physical and logical access controls, among other activities. The annual report confirmed that in situations where CFIUS identified noncompliance with mitigation agreements, the Committee worked with the parties to remediate the issues but in many instances did not impose a penalty.
In August 2024, CFIUS announced its largest penalty to date, $60 million, in its resolution of an enforcement action against T-Mobile US, Inc. In 2018, T-Mobile entered into a National Security Agreement (NSA) with CFIUS in 2018 in connection with the foreign ownership of the resulting entity of its merger with Sprint. CFIUS determined that between 2020 and 2021, T-Mobile failed to take appropriate measures to prevent unauthorized access to certain sensitive data and failed to promptly report some incidents of unauthorized access, which delayed the Committee’s efforts to investigate and mitigate any potential harm. As a result, T-Mobile committed to working with CFIUS to enhance its compliance posture and ensure it can meet its obligations in the future.
America First Mandate
The annual report also described CFIUS’ commitment to the Trump administration’s “America First Investment Policy” and indicated that it was undergoing a review of its processes, practices, and authorities to ensure that the Committee is positioned to address the president’s mandate of providing vigilant oversight of potentially adversarial foreign investment while also ensuring that the United States continues to be a strong and open investment ecosystem.
Notably, the Trump administration’s America First Investment Policy emphasized that the U.S. government needed to end the use of “overly bureaucratic, complex, and open-ended” mitigation agreements and reduce administrative burden in order to garner a less uncertain investment environment. While the decrease in required mitigations from CFIUS may be a reflection of this new directive, the reduction may also be rooted in the declining number of filings in certain critical technologies or an increased reliance by U.S. companies and foreign investors on keeping foreign investments passive without CFIUS triggering rights.
The reduction in case filings and CFIUS mitigations should not be taken as a sign that foreign investment oversight is on the decline overall. Although the America First Investment Policy called for a reduction in certain oversight tools, it simultaneously mandated more CFIUS oversight and intervention for transactions involving U.S. adversaries like China. The policy confirmed that the Trump administration would be using legal tools like CFIUS to restrict Chinese investment into strategic U.S. sectors such as technology, critical infrastructure, healthcare, agriculture, energy, and raw materials. Additionally, U.S. companies with Facility Clearances (FCLs) may still encounter robust diligence and mitigation requirements, in parallel to a CFIUS review, in connection with the Defense Counterintelligence and Security Agency’s oversight of foreign ownership, control, and influence. Companies with a higher risk profile, like an FCL or involvement in certain emerging and critical technology sectors, should remain vigilant and pay close attention to investor diligence and risk factors.
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