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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2023

Comission File Number 001-32535

Bancolombia S.A.

(Translation of registrant’s name into English)

Cra. 48 # 26-85

Medellín, Colombia

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ                    Form 40-F ◻

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(2):___

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ◻                    No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    .

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BANCOLOMBIA S.A. (NYSE: CIB; BVC: BCOLOMBIA, PFBCOLOM) REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER OF 2022.

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February 23, 2023. Medellin, Colombia – Today, BANCOLOMBIA S.A. (“Bancolombia” or “the Bank”) announced its earnings results for the fourth quarter of 2022¹.

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1 This report corresponds to the interim unaudited consolidated financial information of BANCOLOMBIA S.A. and its subsidiaries (“BANCOLOMBIA” or “The Bank”) which Bancolombia controls, amongst others, by owning directly or indirectly, more than 50% of the voting capital stock. This financial information has been prepared based on financial records generated in accordance with International Financial Reporting Standards – IFRS. BANCOLOMBIA maintains accounting records in Colombian pesos, referred to herein as “Ps.” or “COP”. The financial information for the quarter ended December 31, 2022, is not necessarily indicative of the results for any other future interim period. For more information, please refer to the Bank's filings with the Securities and Exchange Commission, which are available on the Commission's website at www.sec.gov.

. BANCOLOMBIA’s first IFRS financial statements will cover the year ending in 2015. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS: This release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. All forward-looking statements, whether made in this release or in future filings or press releases or orally, address matters that involve risks and uncertainties; consequently, there are or will be factors, including, among others, changes in general economic and business conditions, changes in currency exchange rates and interest rates, introduction of competing products by other companies, lack of acceptances of new products or services by our targeted customers, changes in business strategy and various others factors, that could cause actual results to differ materially from those indicated in such statements. We do not intend, and do not assume any obligation, to update these forward-looking statements. Certain monetary amounts, percentages and other figures included in this report have been subject to rounding adjustments. Any reference to BANCOLOMBIA means the Bank together with its affiliates, unless otherwise specified.

Representative Market Rate, January 1, $4.810,20= US$ 1

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BANCOLOMBIA: Summary of consolidated financial quarterly results

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1.BALANCE SHEET

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1.1.Assets

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As of December 31, 2022, assets on a consolidated basis totaled COP 352,815 billion, which represents an increase of 5.1% compared to 3Q22 and 21.7% compared to 4Q21. The increase in total assets during the last year is largely explained by growth in the loan book.

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During the fourth quarter, the Colombian peso depreciated 4.8% against the US dollar and depreciated 20.8% in the last 12 months. The average exchange rate was 4.5% higher in 4Q22 versus 3Q22, and 13.6% higher in the last 12 months.

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1.2.Loan Portfolio

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The following table shows the composition of Bancolombia loans on a consolidated basis by type and currency:

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In 4Q22, gross loans grew 3.8% compared to 3Q22 (2,0% when excluding the FX effect) and 22.5% compared to 4Q21. During the last 12 months peso-denominated loans grew 18.2% and the dollar-denominated loans (expressed in USD) grew 8.1%.

Operations at Banco Agricola in El Salvador, Banistmo in Panama and BAM in Guatemala represented 29.4% of total gross loans for 4Q22. Likewise, the gross loans denominated in currencies other than COP, generated by operations in Central America, the international operation of Bancolombia Panamá, Puerto Rico and the USD denominated loans in Colombia, accounted for 37.3% of the portfolio, and decreased 1.5% (expressed in USD) during the quarter.

Total reserves (provisions in the balance sheet) for loan losses increased 1.0% during the quarter and totaled COP 15,479 billion or 5.7% of the gross loans at the end of the quarter.

During 4Q22, the loan portfolio exhibited a slowdown on a consolidated basis compared to the second and third quarter of the year. The operation in Colombia displayed the largest expansion of the portfolio, reporting an increase of 3.7% in the quarter. In volume, the commercial segment shows the highest growth (4.0% Q/Q), and the slower pace of the consumer portfolio is evident as a result of the increase in interest rates in the country.

Banco Agromercantil showed strong performance during the fourth quarter, increasing 2.9% (measured in USD) with accelerated growth in loan disbursements during the year. It is worth noting that expansion is largely concentrated in the consumer segment, reporting an increase of 9.4% in the quarter, highlighting products such as personal loans and credit cards.

Banco Agricola registered an increase of 0.7% during 4Q22, revealing the lowest percentage growth during the period compared to previous quarters of the year. The commercial portfolio continues to be the segment with the best

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performance, gaining in share within the total book. The good performance in commercial loans is supported by the good positioning of the bank in El Salvador.

Lastly, Banistmo reported a 2.4% decrease measured in USD in the portfolio balance during 4Q22. This reduction is mainly due to a seasonal effect in the corporate activity, completing significant prepayments at the end of the year. During 2022, a positive activity in originations was experienced in commercial loans, gaining market share in the country. Conversely, the consumer segment has shown a contraction explained by macroeconomic factors.

For further explanation regarding coverage of the loan portfolio and credit quality trends, (see section 2.4. Asset Quality, Provision Charges and Balance Sheet Strength).

The following table summarizes Bancolombia total loan portfolio on a consolidated basis:

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1.3.Investment Portfolio

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As of December 31, 2022, Bancolombia net investment portfolio at the consolidated level totaled COP 27.940 billion, decreasing 1.9% from the end of 3Q22 and decreasing 4.6% from the end of 4Q21. At the end of 4Q22 the debt securities portfolio had a duration of 17.0 months and a weighted average yield to maturity of 9.5%.

1.4.Goodwill and intangibles

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At the end of 4Q22, Bancolombia's goodwill and intangibles at the consolidated level totaled COP 10,439 billion, growing 5.0% compared to 3Q22. This quarterly variation is mainly explained by the devaluation of the COP against the USD.

1.5.Funding

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As of December 31, 2022, Bancolombia's liabilities at the consolidated level totaled COP 312,817 billion, increasing 4.9% compared to 3Q22, and 22.2% from the end of 4Q21.

Customer deposits totaled COP 250,992 billion (80.2% of liabilities) at the end of 4Q22 increasing 5.6% compared to 3Q22 and up 19.3% over the last 12 months. The net loans to deposits ratio was 101.4% at the end of 4Q22 decreasing compared to 103.0% in 3Q22.

Certificates of deposit presented the greatest variation in volume during the quarter, in line with the trend seen during the year. Such growth during 2022 has caused gradually a larger share in the funding mix, increasing from 25% in 4Q21 of total deposits to 30% for 4Q22. This variation is explained by the reference rates hikes in Colombia by the Central Bank and the appetite from customers for a higher profitability. It is worth noting the significant growth in credits from other financial institutions during the year, providing a stable source of funding in the medium and long term.

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1.6.Shareholders’ Equity and Regulatory Capital

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Shareholders’ equity attributable to the owners of the parent company at the end of 4Q22 was COP 36,523 billion, increasing 7.0% compared to 3Q22 and 21.3% when compared to 4Q21. This increase is mainly explained by profits generated during 2022.

Bancolombia solvency ratio on a consolidated basis under Basel III was 12.79% in 4Q22 standing 379 basis points above the minimum level required by the regulator in Colombia, while the basic capital ratio (Tier 1) stood at 10.37%, 387 basis points above the minimum regulatory capital level of 6.50% (value to fully comply with the new capital requirements on the second year of the Basel III phase in period). The reduction in solvency levels during 2022 is mainly due to growth on loans and the depreciation of the Colombian peso against the US dollar, which impacted capital consumption. The tangible capital ratio, defined as shareholders’ equity minus goodwill and intangible assets divided by tangible assets, was 8.21% at the end of 4Q22.

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2.INCOME STATEMENT

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Net income attributable to equity holders of the parent company was COP 1,643 billion in 4Q22, or COP 1,707.89 per share (USD $1.42 per ADR). This profit represents an increase of 0.8% compared to 3Q22. Bancolombia´s annualized return on equity (“ROE”) was 17.3% for 4Q22 and 19.8 for the last 12 months.

2.1.Net Interest Income

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Net interest income totaled COP 5,354 billion in 4Q22, increasing 7.4% compared to the income reported in 3Q22, and 66.9% compared to 4Q21. The increase in net interest income is explained by both, growth of the credit portfolio, and higher interest rates on new originations and existing loans indexed to floating rates, that represent most of the loan book in the commercial segment. On the other hand, the investment portfolio provided interest income and valuation of financial instruments for COP 597 billion in 4Q22 decreasing 13.7% when compared to 3Q22.

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Net Interest Margin

The annualized net interest margin increased to 7.3% during 4Q22. The annualized net interest margin for investments in 4Q22 was 4.6%. The high margin on investments relies on the valuation of debt securities in local and international markets in an environment of interest rate hikes in the treasury portfolios.

The annualized quarterly net interest margin of the loan portfolio was 7.6% presenting an increase of 37 basis points when compared to 3Q22 and 171 basis points compared to 4Q21. The expanding trend on the lending margin has been continuous since 4Q21 due to the significant growth of the portfolio and the repricing on rates as a result of the monetary policy implemented by the Colombian central bank, considering the asset sensitive condition of Bancolombia, which has resulted in a greater increase on interest income than on interest expenses. Similarly, net interest margin grew from 5.1% in 2021 to 6.8% in 2022.

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(1) Net interest margin and valuation income on financial instruments.

Savings accounts balance and checking accounts balance grow quarterly and annually. Savings accounts increased 1.2% compared to 3Q22 and 11.3% compared to 4Q21. On the other hand, checking accounts grew 5.1% compared to 3Q22 and 0.6% compared to 4Q21. The annualized weighted average cost of deposits was 4.03% in 4Q22, increasing 97 basis points compared to 3Q22 and 260 basis points compared to 4Q21. Such variation differs significantly with the 900-basis points interest rate hike of the Central Bank in Colombia during 2022.

The total cost of financing continues to rise during the quarter and consolidates a growing trend throughout the year. The new composition in the deposit mix, the greater share of credits with financial institutions, and the higher rates in the market, explain altogether growth on interest expenses during the last 12 months. Even though time deposits have gained relative weight in liabilities, the large volume in savings accounts and checking accounts being less sensitive to interest rate increases, and that represent 54.7% of the mix, provide a competitive funding cost.

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2.2.Fees and Income from Services

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Total fees and commissions, net for 4Q22 was COP 1.021 billion, increasing 6.3% compared to 3Q22, and 7.8% compared to 4Q21.

Debit and credit cards fees increased 11.3% Q/Q and 20.4% Y/Y. This increase is largely explained by the operation in Colombia. The seasonal effect of the last months of the year showed a high volume of transactions, delivering better results in the acquiring business. The higher revenues are derived from interbank exchange fees, a greater number of transactions in affiliated merchants both in debit cards and credit cards through electronic and point of sale payments, in domestic and international purchases through the different card associations.

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Bancassurance revenues grew 25.0% in the quarter and 23.9% in the year due to growth in premiums from distributed products. In an annual basis, it is worth mentioning the higher originations in consumer loans that had a significant contribution on distributed insurance policies.

Banking services grew 10.4% in the quarter and 31.3% in the year, showing a positive performance from a growing demand for transactional products and the use of digital channels. On payments revenues, it must be noted the greater collection of invoices from individual clients, and a higher volume of incoming remittances.

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2.3.Other Operating Income

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Total other operating income was COP 537 billion in 4Q22, increasing 45.7% compared to 3Q22 and decreasing 10.1% compared to 4Q21. The quarterly increase is mainly explained by the positive balance from net foreign exchange operations associated to hedging on investments.

Income from operating leases was COP 388 billion in 4Q22, an increase of 9.1% compared to 3Q22 and 40.1% compared to 4Q21. Such growth is based on a higher volume on customer financial lease agreements and customer rental contracts in the renting business. Profits from sale of assets was COP 68 billion, decreasing 37.6% compared to 4Q21 due to a lower number of operations.

2.4.Asset Quality, Provision Charges and Balance Sheet Strength

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The principal balance for past due loans (those that are overdue for more than 30 days) totaled COP 8,490 billion at the end of 4Q22, and represents 3.2% of total gross loans, decreasing when compared to 3Q22, when past due loans represented 3.6% of total gross loans. During the quarter, charge-offs totaled COP 1.836 billion.

The coverage, measured by the ratio of allowances for loans losses (principal) to PDLs (overdue 30 days), was 168.7% at the end of 4Q22, decreasing compared to 154.3% at the end of 3Q22. The deterioration of the loan portfolio (new past due loans including charge-offs) during 4Q22 was COP 1.249 billion.

Provision charges (net of recoveries) totaled COP 1.742 billion in 4Q22, growing 48.8% with respect to 3Q22. This increase in the quarter is caused, firstly, by consumer given the deterioration and significant growth during the year, and, secondly, by macroeconomic variables incorporating the forecast update with less favorable prospects for 2023 throughout the different countries in which Bancolombia operates. Additionally, in previous quarters there were provision releases regarding the portfolio with financial reliefs that are no longer available for this quarter.

Provisions as a percentage of the average gross loans was 2.6% annualized for 4Q22 and 1.6% for the last 12 months. Bancolombia maintains a strong balance sheet supported by an adequate level of loan loss reserves. Allowances (for the principal) for loan losses totaled COP 14.325 billion, or 5.5% of total loans at the end of 4Q22, decreasing when compared to 3Q22.

The following tables present key metrics related to asset quality:

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*Mortgage loans that were overdue were calculated for past due loans for 120 days instead of 90 days.

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Stage 1. Financial instruments that do not deteriorate since their initial recognition or that have low credit risk at the end of the reporting period. (12-month expected credit losses).

Stage 2. Financial instruments that have significantly increased their risk since their initial recognition. (Lifetime expected credit losses).

Stage 3. Financial instruments that have Objective Evidence of Impairment in the reported period. (Lifetime expected credit losses).

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2.5.Operating Expenses

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During 4Q22, operating expenses totaled COP 3.220 billion, increasing by 18.9% compared to 3Q22 and 18.7% compared to 4Q21.

Personnel expenses (salaries, bonus plan payments and compensation) totaled COP 956 billion in 4Q22, which represent a 6.9% increase compared to 3Q22 and a 16.7% increase from 4Q21. On annual basis, such growth was mainly explained by salary increases impacted by inflation and local currency depreciation, as well as a higher provisioning of variable compensation to employees during the year.

General expenses grew 27.5% in the quarter and 28.9% year-over-year. This growth is mainly driven by the exchange rate effect and higher technology fees. Additionally, there is a higher expense from the rental operation, due firstly to an increase in the fleet of vehicles and higher maintenance costs, secondly, a considerable growth in the price of auto parts, as well as higher premium payments and expenses related to insurance policies due to higher fees.

As of December 31, 2022, Bancolombia at a consolidated level had 33,140 employees, owned 869 branches, 6,115 ATMs, 28,589 banking agents and served more than 29 million customers.

2.6.Taxes

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Bancolombia income tax on a consolidated basis for 4Q22 reached COP 312 billion, mainly attributed to the operation in Colombia due to tax benefits such as untaxed dividends, investment in productive real fixed assets and the leasing operation lower tax rate of 33%. Additionally, in Guatemala, El Salvador and Panama tax benefits are linked to exempt revenues from returns on securities issued by their governments and revenues from foreign sources in Panama being exempted that also contributed to a lower tax.

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3.BREAK DOWN OF OPERATIONS

The following table summarizes the financial statements of our operations in each country.

BANCOLOMBIA S.A. (STAND ALONE) – COLOMBIA

The loan portfolio of Bancolombia S.A. reported an increase of 3.7% in the quarter and 18.7% in 2022. The slowdown in the economy´s pace of growth starts to be reflected in originations, for 4Q22 there is a deceleration compared to the second and third quarters of the year. The segment with the greatest expansion during the quarter was home lending, growing 4.9%. The commercial portfolio increased 4.0%, whereas retail shows the lowest growth (2.7%), reflecting the impact of the interest rate hike on customers´ debt capacity.

The net income of Bancolombia S.A. for 4Q22 was COP 1.6 trillion, which represents a decrease of 5.6% when compared to the result of 3Q22. Net interest income has shown a progressive increase so far this year, in 4Q22 the commercial portfolio is the greatest contributor due to interest rates increases. It is evident that the pace of growth shows a deceleration as a result of a greater increase in the cost of funding when compared to the interest income. The fourth quarter revealed the lowest operating profits for the year 2022, as a consequence of the significant increase in provisions, caused in the first place, by the higher expenses demanded by macroeconomic variables under the expected losses model, also, greater deterioration on the retail portfolio. Net fees registered a favorable growth of 10.2% in the quarter, mainly due to bancassurance and the acquiring business, reporting higher income from interbank exchange fees generated by a higher transactional volume. Other net operating income shows an increase mainly due to revenues from equity method. In the last quarter of the year, the bank presents the highest operating expenses of 2022, based on the increase of administrative expenses due mainly to fees for technology projects. For the full year 2022, the net income is COP $6.9 trillion, which represents an increase of 66.4% compared to 2021 and an annualized ROE of 19.9%.

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BANISTMO- PANAMA

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Loans in Banistmo decreased 2.4% in 4Q22 compared to the previous quarter (calculated in USD). This variation is explained largely by the commercial portfolio, in line with year-end seasonality when typically, some corporate clients close the year with a lower balance on debt. Additionally, the conditions of higher interest rates have impacted the pace of disbursements. On the other hand, the consumer loan portfolio decreased 3.7% (measured in USD) mainly as a result of a higher volume of charge-offs and lower origination performance due to macroeconomic conditions as a systemic effect in the banking industry. The mortgage portfolio maintains its positive trend, growing 1.0% in the quarter and 3.2% in the year.

The net result for Banistmo in 4Q22 was a profit of COP 135.1 billion, which represents the best quarter of the year 2022. The main factor for the increase in operating profits is tied to the performance of net interest income that grows 21% measured in USD in the quarter as a result, firstly, of the higher interest rates, mainly on commercial loans at variable rates, and secondly, a good performance on investments income from debt securities operations and derivatives. The reduction in net provisions during the quarter is explained by a base effect given the high expense recorded in 3Q22 due to a corporate client extraordinary provision amounting to USD 51 million. For the full year 2022, the net income is COP $232.5 billion, which represents an increase of 15.1% compared to 2021 and an annualized ROE of 5.0%.

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BANAGRICOLA- EL SALVADOR

Loans in Banco Agricola closed 4Q22 with a 0.4% increase in the total balance (calculated in USD). The commercial portfolio continues presenting a strong performance, representing the segment with the highest growth during the year, and already represents 45.1% of Banco Agricola's loan book. It is worth noting the low contribution to provision expenses from the commercial portfolio during the year due to its credit rating quality and low volume of delinquencies. Consumer has grown during the year at a slower rate, but it has provided a higher interest margin. From the retail segment, the best performing products during 2022 were payroll and personal loans.

The net result for Banco Agricola in 4Q22 was a profit of COP 121.1 billion, which represents a decrease of 7.4% compared to 3Q22. This variation is basically explained by the base effect of the previous quarter when there were provision releases, whereas in 4Q22 the consumer portfolio demanded an important amount of provision expenses. Undoubtedly, Banco Agricola reflects a healthy non-performing ratio and a low cost of risk (0.6% for 2022). During the quarter there was a higher net interest income, highlighting the commercial segment that contributed largely to the good performance so far this year. Fees increased in the quarter as a result of the high transaction volumes in recent months; however, in the last 12 months there is a contraction due to higher exchange rates expenses from card associations. For the full year 2022, the net income is COP $450.3 billion, which represents an increase of 7.4% compared to 2021 and an annualized ROE of 18.3%.