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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 November, 2022

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 THIRD QUARTER OF 2022.

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November 10, 2022. Medellin, Colombia – Today, BANCOLOMBIA S.A. (“Bancolombia” or “the Bank”) announced its earnings results for the third 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 September 30, 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, October 1, $4.590,54= US$ 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 September 30, 2022, Bancolombia's assets at the consolidated level totaled COP 335,655 billion, which represents an increase of 7.1% compared to 2Q22 and 24.4% compared to 3Q21. The increase in total assets during the last year is largely explained by the growth in the loan book.

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During the third quarter, the peso depreciated 10.6% against the US dollar and depreciated 20.4% in the last 12 months. The average exchange rate was 4.1% higher in 3Q22 versus 2Q22, and 10.1% 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 3Q22, gross loans grew 7.0% compared to 2Q22 (3.2% when excluding the FX effect) and 23.7% compared to 3Q21. During the last 12 months peso-denominated loans grew 17.7% and the dollar-denominated loans (expressed in USD) grew 12.3%.

Operations at Banco Agricola in El Salvador, Banistmo in Panama and BAM in Guatemala represented 29.2% of total gross loans for 3Q22. 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 37.5% of the loan portfolio, and increase 13.2% (when expressed in COP), as well as 2.4% (expressed in USD).

Total reserves (provisions in the balance sheet) for loan losses increased 2.0% during the quarter and totaled COP 15,326 billion or 5.9% of the gross loans at the end of the quarter.

During 3Q22, the loan portfolio at a consolidated level continues with good dynamism in all geographies, consistent with the trend of the last 12 months. Growth in commercial and consumer is remarkable. Colombia reported the highest quarterly growth of 4.3% in loan portfolio for the 3Q22, mainly driven by the commercial, consumer and mortgage portfolio. Regarding loan book share, all segments remained relatively stable during the quarter. Colombia is closely followed by the Banistmo operation, which presents an increase of 4.3% (calculated in USD), due to the positive dynamics of the commercial portfolio, which grew 8.2% for the quarter and continues to be the largest share in the loan portfolio. Banco Agricola grew 2.3% (calculated in USD), with a 3.6% growth in the consumer, which continues to increase its share to 41% of the loan portfolio. Commercial has shown moderate growth but maintains the largest share of the portfolio.

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Banco Agromercantil reports a 0.5% consolidated growth in USD, where consumer portfolio stands out with an increase of 10.4% during the quarter, in line with the good performance experienced since 2021.

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 September 30, 2022, Bancolombia net investment portfolio at the consolidated level totaled COP 28,479 billion, growing 3.9% from the end of 2Q22 and 6.1% from the end of 3Q21. At the end of 3Q22 the debt securities portfolio had a duration of 16.9 months and a weighted average yield to maturity of 9.1%.

1.4.Goodwill and intangibles

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At the end of 3Q22, Bancolombia's goodwill and intangibles at the consolidated level totaled COP 9,941 billion, growing 10.6% compared to 2Q22. This quarterly variation is mainly explained by the devaluation of the COP against the USD.

1.5.Funding

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As of September 30, 2022, Bancolombia's liabilities at the consolidated level totaled COP 298,256 billion, growing 7.2% compared to 2Q22, and 25.4% compared to 3Q21.

Customer deposits totaled COP 237,613 billion and represent 79.7% of liabilities at the end of 3Q22 increasing 6.9% compared to 2Q22 and 25.3% over the last 12 months. The net loans to deposits ratio was 103.0% at the end of 3Q22, which represents an increase compared to a ratio of 102.6% in 2Q22, driven by a larger credit portfolio.

Saving and checking accounts represent the main source of funding for the bank with a 56% share of the funding mix. In 3Q22 there was an increase in savings accounts, but a slight decrease in checking accounts, reducing their share in the funding mix with respect to 2Q22. On the other hand, time deposits displayed the highest growth with respect to 2Q22, recovering 2% share on the funding mix, driven by rate hikes of the Colombian Central Bank, which led some customers to seek for higher rates of return. Loans with financial entities are also growing significantly and constitute a stable medium-term funding alternative with efficient rates. The stability preserved in the funding mix during the last 12 months has allowed Bancolombia to maintain its funding cost under control and a comfortable liquidity position.

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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 3Q22 was COP 36,523 billion, increasing 9.7% compared to 2Q22 and up to 20.7% when compared to 3Q21. This is explained by profits generated during the year 2022, which contributes to offset the dividends distribution decreed at the General Shareholders’ Meeting in March of 2022 for a total of COP 3.0 trillion.

Bancolombia´s solvency ratio on a consolidated basis under Basel III was 12.51% in 3Q22 standing 351 basis points above the minimum level required by the regulator in Colombia, while the basic capital ratio (Tier 1) stood at 9.96%, 396 basis points above the minimum regulatory capital level of 6.00% (full Basel III minimum regulatory ratio after a 4-year phase in period). The tangible capital ratio, defined as shareholders’ equity minus goodwill and intangible assets divided by tangible assets, was 8.01% at the end of 3Q22.

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2.INCOME STATEMENT

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Net income attributable to equity holders of the parent company was COP 1,629 billion in 3Q22, o COP 1,693.90 per share (USD $1.48 per ADR). This profit represents a decrease of 8.5% compared to 2Q22. Bancolombia´s annualized return on equity (“ROE”) was 18.7% for 3Q22 and 20.3% for the last 12 months.

2.1.Net Interest Income

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Net interest income totaled COP 4,985 billion in 3Q22, an increase of 15.5% compared to 2Q22, and 71.6% compared to 3Q21. This performance is mainly driven by the monetary policy adopted by the Colombian central bank, which resulted in an 800 basis points interest rate hikes since 3Q21 and by the commercial and consumer portfolio growth.

The rise in interest rates impacts income generation on new originations and loans indexed to floating rates. These variable-rate loans represent the largest percentage of the commercial portfolio and thus, they are the main contributors of net income generation for the quarter. On the other hand, the investment portfolio generated interest income and valuation of financial instruments for COP 691 billion in 3Q22 with a growth of 47.2% when compared to 2Q22. The most remarkable line were revenues from debt securities and derivatives.

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Net Interest Margin

The annualized net interest margin increased to 7.2% during 3Q22. The annualized net interest margin for investments in 3Q22 was 6.6%. This growth in the investments´ margin compared to 2Q22 is largely explained by the valuation of debt securities as a consequences of interest rate hikes and exchange rate fluctuation in the treasury portfolios.

The annualized quarterly net interest margin of the loan portfolio was 7.2% posting an increase of 18 basis points when compared to 2Q22 and 159 basis points compared to 3Q21. The trend of margin expansion continues, however, in a lower proportion than in previous quarters due to the increase in interest expenses, mainly in time deposits which rapidly incorporate the interest rate hikes of the Colombian Central Bank to contain inflation.

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

Cost of liabilities continues to be favored by the bank's funding structure, mainly supported by low-cost demand deposits. Nevertheless, the increase in the cost of deposits is evident as a result of the interest rate hikes of the Colombian central bank during 2022. For 3Q22, time deposits reported the highest cost increase, although its impact on the total cost is moderated considering a 28% share on the funding mix. This effect is partially mitigated by savings and checking accounts, that represent 56% of the funding mix and, are less sensitive to interest rate hikes.  

Savings and checking accounts reported growth in balances, 23.4% and 7.5% respectively, compared to 3Q21. However, checking accounts showed a slight reduction in the last quarter due to the migration of some clients with their excess liquidity to time deposits seeking higher rates of return. On the other hand, savings accounts continue to grow, as a result of the growth in transactions.  The annualized weighted average cost of deposits was 3.06% in 3Q22, increasing 93 basis points compared to 2Q22 and 165 basis points compared to 3Q21. The latter contrasts sharply with the 800 basis points of interest rate hikes by the Colombian Central Bank since 3Q21.

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2.2.Fees and Income from Services

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Total fees and commissions and other services for 3Q22 amounted to COP 961 billion, increasing 9.4% compared to 2Q22, and 9.2% compared to 3Q21. This increase in 3Q22 is explained by the good dynamism of income coupled with moderation in the growth of expenses generated by data processing banking services, franchises, and royalties on credit-debit cards.

On the income side, credit and debit card fees and merchants displayed a stable performance in the quarter and an outstanding performance for the last 12 months. A higher transactional volume explains this dynamism in physical and e-commerce that is mainly reflected in income from intermediary bank fees, distribution of new cards, and revenues associated with merchants. Fees generated by Bancassurance grow quarterly and annually due to the good performance of the loan book that impact directly voluntary and compulsory insurance.

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2.3.Other Operating Income

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Total other operating income was COP 369 billion in 3Q22, decreasing 25.3% compared to 2Q22 and 33.5% compared to 3Q21. This decrease is mainly explained by the net foreign exchange expense in line with the depreciation observed in the quarter of 10.6% and in the last 12 months 20.4%.

On the other hand, there was an increase in other operating income from operating leasing and renting, as well as from the appraisal updating and leases repricing of the real estate properties owned by “Fondo Inmobiliario Colombia FIC”. Nevertheless, these facts were not enough to mitigate the foreign exchange impact on the total operating income balance.

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 9,077 billion at the end of 3Q22, and represent 3.6% of total gross loans, decreasing when compared to 2Q22, when past due loans represented 3.9% of total gross loans. During the quarter, charge-offs totaled COP 1,362 billion.

The coverage, measured by the ratio of allowances for loans losses (principal) to PDLs (overdue 30 days), was 154.3% at the end of 3Q22, increasing compared to 149.8% at the end of 2Q22. The deterioration of the loan portfolio (new past due loans including charge-offs) during 3Q22 was COP 1.337 billion.

Provision charges (net of recoveries) totaled COP 1,170 billion in 3Q22, presenting a growth of 91.0% with respect to 2Q22. This performance is mainly explained by a greater provision cost in the consumer portfolio, in line with its annualized growth of 26.4%. Moreover, in 3Q22, there was a lower level of provisions releases associated with macroeconomic variables and overlays of credits that were under financial relief when compared to 2Q22 and 3Q21.

Provisions as a percentage of the average gross loans were 1.9% annualized for 3Q22 and 0.9% for the last 12 months. These levels indicate higher provision charges associated with loan book growth and lower provision releases compared to previous quarters that could lead the bank to a normalized cost-of-risk level by 2023. Bancolombia maintains a strong balance sheet supported by an adequate level of loan loss reserves. Allowances (for the principal) for loan losses totaled COP 14,003 billion, or 5.6% of total loans at the end of 3Q22, decreasing 23 basis points compared to 2Q22.

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 3Q22, operating expenses totaled COP 2,709 billion, increasing 7.5% compared to 2Q22 and 14.0% compared to 3Q21.

Personnel expenses (salaries, bonus plan payments, and compensation) totaled COP 1,114 billion in 3Q22, representing a 6.0% increase compared to 2Q22 and 13.6% as of 3Q21. On an annual basis, such growth was mainly explained by salary increases affected by moderate headcount growth in technology transformation and by the depreciation effect from Central American operations. Furthermore, higher provisions for variable bonuses attributable to 2022 results.

General expenses grew 8.6% in the quarter and 14.2% year-over-year. This growth is mainly driven by the depreciation of the exchange rate and the increase in technology expenses associated with server upgrades and journey to the cloud.

As of September 30, 2022, Bancolombia at a consolidated level had 32,270 employees, owned 874 branches, 6,057 ATMs, 27,790 banking agents and served more than 25 million customers.

2.6.Taxes

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Bancolombia´s income tax on a consolidated basis for 3Q22 reached COP 837 billion. This value is fundamentally attributed to the operation in Colombia due to tax benefits undertaken such as untaxed dividends, exempt income from low-income home lending portfolio and investment in real productive fixed assets. 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 that are not taxed in Panama, as well as the financial results, 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. presents an increase of 4.3% in the quarter and 18.9% during the year, with a clear dynamism in commercial, consumer and mortgage loans. The commercial portfolio mainly explains such growth, with lines such as ordinary credit and treasury in legal currency. The consumer segment grows 4.3% quarterly and 23.9% year on year, highlighting originations in personal loans and credit cards. Deposits grow at a higher rate than the loan portfolio, allowing to maintain good liquidity ratios. In the funding structure, in line with the trends seen in the previous quarter, time deposits continue growing at a higher rate than savings and checking accounts as an effect of the interest rate hikes in Colombia. This trend represents a gradual increase in the cost of funding, which could slow the speed of margin expansion, but greater stability of funding sources.

Net result for Bancolombia S.A. in 3Q22 was a profit of COP 1.7 trillion, which represents a slight decrease of 2.4% when compared to 2Q22 and increase of 271.5% with respect to 3Q21. Net interest income showed a significant increase explained by the interest rate hikes of the Colombian Central Bank and the bank's asset sensitive condition, which generated a significant repricing, mainly from the commercial portfolio. On the other hand, for 3Q22, interest expense grew at a higher rate than income, as a result of the growth of time deposits and their funding rates. In addition, investment revenues increased due to higher valuation of treasury bonds and derivatives. For 3Q22, net provisions grew due to a higher expense in consumer loans in line with the growth of the portfolio and lower provision releases compared to previous quarters. Other operating income continue decreasing compared to the previous quarter mainly due to losses from net foreign exchange. Operating expenses grew on an annualized basis because of higher labor expenses due to annual salary increases and social security contributions affected by inflation, as well as variable bonuses provisions and higher expenses associated with technological transformation.

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BANISTMO- PANAMA

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The financial statements in Colombian pesos are affected by the depreciation of the COP against USD, which reached 10.6% during the last quarter and 20.4% during the last year. The loan portfolio (calculated in USD) grew on a quarterly and annual basis, mainly driven by the good performance of commercial loans, where the growth observed in the corporate segment stands out. Mortgage loans also grew slightly; however, the dynamics of consumer loans moderated because of net charge-offs. Other assets decreased to some extent in USD in 3Q22 in line with better liquidity management to leverage the loan portfolio. Deposits (calculated in USD) stabilized by the growth observed in saving accounts quarterly and annually and by the growth of time deposits during the last quarter. Funding from loans with financial institutions increased to support loan book growth and offset the maturity of the international bond, which was replaced by a syndicated loan and bank financing.

Net result for Banistmo in 3Q22 was a loss of COP 103.8 billion, which is mainly explained by a significant increase in the provision charges for potential loan losses due to portfolio impairment and by a relevant provision from a corporate client in the construction and real estate segment. With this provision reserve, the coverage of this client exposure is close to 60%, and there are real estate guarantees in place to secure the rest of the obligation. Net interest income grows annually when analyzed on a dollar basis, mainly due to additional income from corporate clients and international loans. Net fees and commission income grew for the quarter and year due to increases in banking services, credit card and foreign trade fees. Operating expenses also increased for the quarter due to increases in labor expenses, bonuses, and outsourcing contracts for projects execution.

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BANAGRICOLA- EL SALVADOR

The financial statements in Colombian pesos are affected by the depreciation of the COP against USD, which reached 10.6% during the last quarter and 20.4% during the last year. The loan portfolio (calculated in USD) grew in the quarter and the year, mainly driven by the commercial portfolio, where the construction, structured finance, and corporate banking segments stand out. The consumer portfolio shows better quarterly growth than the commercial portfolio, highlighting the personal loans performance. In the funding structure, deposits (calculated in USD) decreased slightly for the quarter but grew for the year. Current account reductions stand out, mainly in mid-sized companies & government and institutional & corporate segments, which are offset in the annual analysis by savings accounts in the retail segment. Time deposits also showed sustained growth, highlighting the dynamism of digital deposits in individuals and corporate segments. Loans with financial entities also increased to strengthen the liability structure and partially offset the decrease observed in bonds due to maturities in the second half of the year.

The net result for Banco Agricola in 3Q22 was a profit of COP 130.8 billion, which represents an increase compared to 2Q22 and 3Q21. Mainly explained by the significant reduction in provisions charges in 3Q22 that contrasts with those made in 2Q22 for investments in BOTES securities of the government of El Salvador due to the reduction in the country risk rating.  For 3Q22, there were also reductions in provisions due to releases in the consumer and commercial portfolio because of adjustments in calculation methodologies. On the other hand, net interest income (calculated in USD) decreased slightly for the quarter due to obtaining loans with long-term financial institutions that slightly increase the cost but improve the stability of the funding. Additionally, lower returns on investments in debt securities by the treasury reduced the net interest income for 3Q22. Commissions grew for the quarter mainly driven by remittances, banking services, and affiliated establishments. Operating expenses decreased in dollar terms for the quarter, mainly due to the optimization of general expenses, which offset increases in labor expenses and bonuses.