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): August 26, 2013

Cole Real Estate Income Strategy (Daily NAV), Inc.

(Exact Name of Registrant as Specified in Its Charter)

2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016

(Address of principal executive offices)

(Zip Code)

(602) 778-8700

(Registrant’s telephone number, including area code)

None

(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:

On August 26, 2013 (the “Effectiveness Date”), Cole Real Estate Income Strategy (Daily NAV), Inc. (the “Company”) and Cole Capital Corporation (the “Dealer Manager”) entered into an Amended and Restated Dealer Manager Agreement (the “Amended Dealer Manager Agreement”). The Amended Dealer Manager Agreement amends and restates the Dealer Manager Agreement, dated as of December 6, 2011, between the Company and the Dealer Manager. Among other things, the Amended Dealer Manager Agreement reflects the registration by the Company pursuant to a Registration Statement on Form S-11 (File No. 333-186656) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on the Effectiveness Date, of the Advisor Class shares (“A Shares”) and Institutional Class shares (“I Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), as well as the reclassification of shares of the Company’s Common Stock that were sold prior to the Effectiveness Date as Wrap Class shares (“W Shares”) of Common Stock. The Amended Dealer Manager Agreement also modifies the dealer manager fee calculation methodology and provides for (i) selling commissions to be paid to the Dealer Manager in an amount of up to 3.75% of the gross offering price paid per A Share, excluding shares sold pursuant to the Company’s distribution reinvestment plan, (ii) an asset-based dealer manager fee to be paid to the Dealer Manager with respect to A Shares and I Shares, and (iii) an asset-based distribution fee to be paid to the Dealer Manager with respect to A Shares. The foregoing summary is qualified in its entirety by reference to the Amended Dealer Manager Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

On the Effectiveness Date, the Company entered into an Amended and Restated Advisory Agreement (the “Amended Advisory Agreement”) between the Company, Cole Real Estate Income Strategy (Daily NAV) Operating Partnership, LP (the “Operating Partnership”) and Cole Real Estate Income Strategy (Daily NAV) Advisors, LLC (the “Advisor”). The Amended Advisory Agreement amends and restates the Advisory Agreement, dated as of September 28, 2011, between the Company, the Operating Partnership and the Advisor, as previously amended by the First Amendment to the Advisory Agreement, dated as of February 8, 2013. Among other things, the Amended Advisory Agreement reflects the registration of the A Shares, I Shares and W Shares as of the Effectiveness Date, and clarifies that the performance fee payable to the Advisor will be based on the net asset value of each class of Common Stock and does not take into account any selling commissions charged on A Shares. Additionally, the Amended Advisory Agreement provides that expenses incurred by the Advisor on behalf of the Company will be reimbursed monthly rather than quarterly. The foregoing summary is qualified in its entirety by reference to the Amended Advisory Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Also on the Effectiveness Date, the Company entered into the First Amendment to Amended and Restated Escrow Agreement (the “Escrow Agreement Amendment”) with the Dealer Manager and UMB Bank, N.A. (the “Escrow Agent”). The Escrow Agreement Amendment amends the Escrow Agreement, dated as of November 21, 2011, by and among the Company, the Dealer Manager and the Escrow Agent. The Escrow Agreement Amendment reduces the amount of gross offering proceeds that the Company is required to receive prior to accepting subscriptions from Pennsylvania residents from $200,000,000 to $133,333,333. The foregoing summary is qualified in its entirety by reference to the Escrow Agreement Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

In connection with the registration of the A Shares, I Shares and W Shares as described above, the Company and CRI (Daily NAV), LLC, a wholly-owned subsidiary of the Company, entered into the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of the Effectiveness Date (the

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“Amended Operating Partnership Agreement”), which reflects the multiple-class structure of the Company’s Common Stock. Among other things, the Amended Operating Partnership Agreement reclassifies partnership units in the Operating Partnership outstanding prior to the Effectiveness Date as Wrap Class Units and authorizes the Company to cause the Operating Partnership to issue Advisor Class Units and Institutional Class Units. The Advisor Class Units, Institutional Class Units and Wrap Class Units correspond to the A Shares, I Shares and W Shares, respectively. The foregoing summary is qualified in its entirety by reference to the Amended Operating Partnership Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference herein.

The information set forth under Item 5.03 of this current report on Form 8-K is hereby incorporated by reference into this Item 3.03.

On the Effectiveness Date, the Company filed its Second Articles of Amendment and Restatement (the “Amended Charter”) with the Maryland State Department of Assessments and Taxation, which became effective as of the Effectiveness Date, to reflect the registration pursuant to the Registration Statement of the A Shares, I Shares and W Shares, as approved by the Company’s stockholders at the Special Meeting of Stockholders held on March 13, 2013 (as previously disclosed). The Amended Charter amends and restates the Company’s Articles of Amendment and Restatement, dated as of December 6, 2011, as previously amended by the Articles of Amendment to Articles of Amendment and Restatement, dated as of December 22, 2011, and the Second Articles of Amendment to Articles of Amendment and Restatement, dated as of May 31, 2012 (the “Original Charter”). Among other things, the Amended Charter modifies the Original Charter as follows:

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The Company’s board of directors adopted the Multiple Class Plan as of the Effectiveness Date. The foregoing summary of the Amended Charter and the Multiple Class Plan is qualified in its entirety by reference to the Amended Charter, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and to the Multiple Class Plan, which is filed as Exhibit 4.1 to this Current Report on Form 8-K, each of which is incorporated by reference herein.

(d) Exhibits

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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 hereunto duly authorized.

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EXHIBIT INDEX

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