Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405

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SEC FILE NUMBER

001-32630

CUSIP NUMBER

31620R105

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One)

x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q

¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR

For Period Ended:     December 31, 2013
¨ Transition Report on Form 10-K
¨ Transition Report on Form 20-F
¨ Transition Report on Form 11-K
¨ Transition Report on Form 10-Q
¨ Transition Report on Form N-SAR
For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Part III (Items 10-14) of Form 10-K

PART I — REGISTRANT INFORMATION

Fidelity National Financial, Inc.

(Full Name of Registrant)

N/A

(Former Name if Applicable)

601 Riverside Avenue

(Address of Principal Executive Office ( Street and Number ))

Jacksonville, Florida 32204

(City, State and Zip Code)

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

¨ (a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The registrant filed its Annual Report on Form 10-K for fiscal year ended December 31, 2013 on February 28, 2014 (the “10-K”). Pursuant to instruction G(3) of Form 10-K, the information required by Part III of Form 10-K was excluded from the 10-K. The registrant intended to file a Form 10-K/A including such Part III information (the “Form 10-K/A”) by the prescribed due date of April 30, 2014, but due to unforeseen delays was unable to file such Form 10-K/A by the SEC filing deadline on April 30, 2014. The registrant submitted its Form 10-K/A on April 30, 2014, approximately one hour after the deadline, and accordingly it was not considered filed with the SEC until May 1, 2014.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Michael L. Gravelle (904 ) 854-8100
(Name) (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). x Yes ¨ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ¨ Yes x No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Fidelity National Financial, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date

May 1, 2014 By:

/s/ Michael L. Gravelle

Michael L. Gravelle

The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.

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