UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 17, 2013 (May 15, 2013)

Newcastle Investment Corp.

(Exact Name of Registrant as Specified in Charter)

(212) 798-6100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

On May 16, 2013, Newcastle Investment Corp. (“Newcastle”) issued a press release announcing that its previously announced spin-off of New Residential Investment Corp. (“New Residential”) had been completed (the “Spin-off Transaction”). The Spin-off Transaction was effected as a taxable pro rata distribution by Newcastle of all of the outstanding shares of common stock of New Residential to the stockholders of record of Newcastle as of May 6, 2013. The stockholders of Newcastle received one share of New Residential common stock for each share of Newcastle common stock held. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

(e) In connection with the Spin-off Transaction, equitable adjustments were made to Newcastle’s options. As of May 15, 2013 (the “Distribution Date”), each Newcastle option that was held by FIG LLC, Newcastle’s manager (the “Manager”), or by the directors, officers, employees, service providers, consultants and advisors of the Manager, was converted into an adjusted Newcastle option and a new New Residential option. The exercise price of each adjusted Newcastle option and New Residential option is being set to collectively maintain the intrinsic value of the Newcastle option immediately prior to the distribution and to maintain the ratio of the exercise price of the adjusted Newcastle option and the New Residential option, respectively, to the fair market value of the underlying shares as of the Distribution Date, in each case based on the five day average closing price subsequent to the Distribution Date. The remaining terms of the Newcastle options were unchanged.

(b) Pro Forma Financial Information

The pro forma financial information specified in Article II of Regulation S-K is filed as Exhibit 99.2 hereto.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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