Treasury RFI on CFIUS Known Investor Program

Matthew R. Rabinowitz Zachary C. Rozen Sahar J. Hafeez Ata A. Akiner Daniel Steinfeld Taishu Pitt On February 6, 2026, the U.S. Department of the Treasury (Treasury) issued a Request for Information (RFI) seeking public input on CFIUS Known Investor Program (KIP). The RFI signals Treasury’s intent to formalize and begin implementation of the KIP announced in May 2025.

The comment period is open for any stakeholder with an interest in CFIUS and will close on March 18, 2026.

The KIP The KIP is a voluntary program stemming from the Trump administration’s America First Investment Policy Memorandum (Memorandum), which was released in February 2025. Strategically, the Memorandum appears to advance a policy of supporting investment in the United States with targeted restrictions related to investments from foreign adversaries, including in strategic sectors such as technology, food supplies, farmland, minerals, natural resources, ports and shipping terminals.

To support investments in the United States, the Memorandum calls on the Treasury Department to create a “fast-track” process to facilitate greater investment from allied and partner sources, including sovereign wealth funds, in U.S. “advanced technology and other important areas.” The process would be “subject to appropriate security provisions, including requirements that the specified foreign investors avoid partnering with United States foreign adversaries.”

To implement the Memorandum, in May 2025, Treasury announced it would launch a KIP program as part of its forthcoming fast-track process. The KIP will involve CFIUS collecting information from foreign investors prior to the formal CFIUS filing process. Information collected will be similar to types of information routinely collected during the CFIUS process, such as information about organizational structure, governance and business activities. The KIP is intended to allow CFIUS to more efficiently review transactions and conduct risk-based analysis once a transaction is filed, thereby facilitating more secure and beneficial foreign investment into the United States. Importantly, participation in KIP does not guarantee approval for any specific transaction. Each transaction will still be assessed on a case-by-case basis.

Treasury conducted a pilot of the KIP in the second half of 2025, in part to determine details regarding information requests and program eligibility. KIP is targeted at frequent, repeat CFIUS filers, and eligibility for KIP likely will be determined in part by the frequency of an investor’s past CFIUS filings.

Key KIP Eligibility Criteria and Required Information CFIUS anticipates collecting from foreign investors information to establish their eligibility to participate in the program, as well as a completed questionnaire. Most questions and information relate to establishing the proximity of “Known Investor Entities” with “Adversary Countries.”

Known Investor Entities (KIE) are defined, together with the Foreign Investor, as “the entities under common ownership or Control and for which the Foreign Investor will be providing information in response to relevant questions in the Questionnaire.”

“Adversary Countries” include China (including Hong Kong and Macau), Cuba, Iran, the Democratic People’s Republic of Korea, Russia and “the regime of Venezuelan politician Nicolás Maduro.”

The eligibility factors relating to Adversary Countries and restricted parties are particularly extensive. Eligibility criteria are based in part on stringent ownership and control thresholds. These thresholds indicate that even investors with very limited ties to Adversary Countries or entities associated with Adversary Countries will likely be precluded from participation in the KIP, even if these ties are otherwise permissible under U.S. law.

Eligibility Criteria Among other requirements, to be eligible to participate in the KIP, foreign investors must meet the following criteria related to connections to Adversary Countries and restricted parties:

• The KIE cannot be listed on the Entity List, Military End User (MEU) List, SDN List, NS-CMIC List, SSI List or 1260H List;
• Neither the headquarters nor principal place of business of the KIE can be located in an Adversary Country;
• No government of an Adversary Country or associated entities may hold a 10 percent or greater interest in, or have the right to appoint board members (or the equivalent) of the KIE;
• No entity located in, or national of, an Adversary Country can hold a greater than 25 percent interest in the KIE;
• No board members (or the equivalent) or officers of the KIE may be located in, or a national of, an Adversary Country;
• More than 50 percent of KIE employees cannot be located in an Adversary Country;
• No KIE manufacturing facilities and/or R&D facilities may be located in an Adversary Country; and
• The KIE cannot source components, equipment or infrastructure from entities on the Entity List, MEU List or 1260H List. Required Information Foreign investors are required to submit detailed information as part of the KIP’s questionnaire portion. The amount of information and level of detail solicited goes beyond that of a traditional CFIUS filing.

Information solicited as part of the KIP questionnaire cover a number of areas including, but not limited to:

• Governance structure of the KIE, associated documents and information on non-passive shareholders;
• Management and decision-making processes;
• Characteristics of the KIE’s business and corporate strategy;
• Security and compliance information, including practices regarding cyber security, risk management and supply chain integrity;
• Information covering any nexus between KIE and the U.S. Government; and
• Additional information demonstrating “verifiable distance” from adversary countries. Other Eligibility Factors Notably, the KIP will be reserved for active CFIUS filers. Current anticipated eligibility criteria require the foreign investor (including its subsidiaries) to have submitted at least three filings to CFIUS within the past three years, and where the investor expects to submit at least one filing within the next 12 months.

Treasury Request for Information The Treasury RFI seeks input from the public regarding how the KIP can streamline aspects of the CFIUS review process while upholding key priorities outlined in the America First Investment Policy. The RFI has specific questions regarding the following categories, which are derived from the questionnaire and eligibility criteria used in the pilot KIP. Some of these categories and questions include:

• Definitions. Can any definitions in the RFI be clarified or additional terms added?
• Identification of Entities. What types of entities would seek to participate in the KIP? And what factors would a Foreign Investor consider in determining which entities to include in its list of KIE?
• Eligibility. Should eligibility criteria be modified?
• Legal and Organizational Factors. What challenges could arise in the process of collecting and providing this information to CFIUS?
• Personnel and Process for Governing and Operating
• Nature and Characteristics of a KIE’s Business
• Engagement with the U.S. Government and Compliance Posture

• Verifiable Distance from Adversary Countries. Should additional factors be considered to determine verifiable distance?
  Commenters may also share feedback on additional areas where CFIUS may increase efficiencies related to case reviews, non-notified transactions, mitigation, and monitoring and enforcement. Some RFI questions on these topics include:

• Can the regulatory impact of CFIUS processes be calibrated by industry sector, transaction characteristics or types of investors?

• Are there changes or modifications that can be made to CFIUS authorities or processes that can increase efficiencies?

• What factors do parties consider when determining whether to file with CFIUS?

• Are there changes CFIUS should consider when engaging with parties on negotiating and implementing mitigation agreements?

• Are there issues or topics where guidance issued by CFIUS would be helpful to transactions parties as they decide whether and how to file a transaction with CFIUS?
  Looking Ahead Although CFIUS will likely maintain stringent criteria for KIP eligibility, participation in the program may be beneficial for foreign investors who are frequent filers and have limited or no connections to Adversary Country jurisdictions. The RFI comment period presents an opportunity for interested parties to shape the KIP as CFIUS moves the program towards implementation.

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