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): April 8, 2015

COLONY CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (310) 282-8820

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On April 8, 2015, Colony Capital, Inc. (“Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Colony Capital Operating Company, LLC (the “Operating Partnership”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to offer and sell 10,000,000 shares of its 7.125% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”). The Series C Preferred Stock was offered to the public at a price of $25.00 per share, and was offered to the Underwriters at a price of $24.2125 per share. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,500,000 shares of Series C Preferred Stock to cover overallotments, which option was exercised in full on April 10, 2015. The Company estimates that the net proceeds from the Series C Preferred Stock offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $278 million.

The Company intends to use the proceeds from the offering to repay amounts outstanding under its secured revolving credit facility. These proceeds may be redeployed to acquire its target assets in a manner consistent with its investment strategies and investment guidelines, to fund commitments to private equity funds and vehicles it sponsors and for working capital and general corporate purposes.

The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Act. The closing of the Series C Preferred Stock offering is subject to customary closing conditions pursuant to the terms of the Underwriting Agreement.

The Underwriters and their affiliates have engaged in investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates and may therefore have an interest in the successful completion of this offering beyond the underwriting discounts and commissions they will receive in connection with the offering. Certain affiliates of the Underwriters are lenders under the Company’s secured revolving credit facility and will receive their pro rata share of the net proceeds of the Series C Preferred Stock offering that are used to repay the secured revolving credit facility.

To facilitate the offering of the Series C Preferred Stock, the Company executed Amendment No. 1 to the Second Amended and Restated Limited Liability Company Agreement of the Operating Partnership (the “Amendment”). The Amendment designated and authorized the issuance of 11,500,000 of the Partnership’s 7.125% Series C Preferred Partnership Units, with a liquidation preference of $25.00 per Series C Preferred Partnership Unit (the “Series C Preferred Units”), to the Company as the managing member of the Operating Partnership. The Series C Preferred Units have economic terms that are substantially similar to the Company’s Series C Preferred Stock.

The Series C Preferred Units will rank, with respect to rights to receive distributions and to participate in distributions or payments upon liquidation, dissolution or winding up of the Partnership, senior to the common units of limited partnership interest of the Company, on parity with other partnership units of the Partnership, the terms of which place them on parity with the Series C Preferred Units, and junior to all partnership units of the Partnership the terms of which specifically provide that such partnership units rank senior to the Series C Preferred Units.

A copy of the Underwriting Agreement and the Amendment are attached to this report as Exhibit 1.1 and Exhibit 10.1, respectively, and incorporated herein by reference. The summary of the Underwriting Agreement and the Amendment set forth above is qualified in its entirety by reference to Exhibit 1.1 and Exhibit 10.1.

The Company has filed Articles Supplementary classifying 11,500,000 shares of the Company’s authorized preferred stock as Series C Preferred Stock with the Maryland State Department of Assessments and Taxation (the “Articles Supplementary”). The Articles Supplementary became effective on April 13, 2015. A description of the material terms of the Series C Preferred Stock, as contained within the Articles Supplementary, is set forth below:

The summary set forth above is qualified in its entirety by reference to the copy of the Articles Supplementary included as an exhibit to the Company’s Registration Statement on Form 8-A filed with the U.S. Securities and Exchange Commission on April 13, 2015.

(d) Exhibits.

SIGNATURES

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

EXHIBIT INDEX