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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 May 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 FIRST QUARTER OF 2023.

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May 10, 2023. Medellin, Colombia – Today, BANCOLOMBIA S.A. (“Bancolombia” or “the Bank”) announced its earnings results for the first quarter of 2023¹.

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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 March 31, 2023 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, April 1, 2023 $4,646.08 = US$ 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 March 31, 2023, Bancolombia's assets at the consolidated level totaled COP 349,323 billion, which represents a decrease of 1.0% compared to 4Q22 and an increase of 19.9% compared to 1Q22. The variation in total assets during the last year is largely explained by loan book growth.

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During the quarter, the peso appreciated 3.4% against the US dollar and depreciated 23.7% in the last 12 months. The average exchange rate was 11.8% higher in 1Q23 versus 4Q22, and 21.6% 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 1Q23, gross loans declined 1.0% compared to 4Q22 (increasing 0.3% when excluding the FX effect) and rose 20.1% compared to 1Q22. During the last 12 months peso-denominated loans grew 14.0% and the dollar-denominated loans (expressed in USD) grew 7.0%.

At the end of 1Q23, Banco Agricola operations in El Salvador, Banistmo in Panama and BAM in Guatemala represented 28.7% of total gross loans. 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 36.7% of the portfolio, and decreased 0.9% in the quarter (when expressed in COP).

Total reserves (provisions in the balance sheet) for loan losses increased 6.7% during the quarter and totaled COP 16,513 billion or 6.2% of the gross loans at the end of the quarter.

During 1Q23, for the first time since 2020 the credit portfolio experienced a quarterly contraction. Such decrease is partially explained by the Colombian peso appreciation that impacted the balance on foreign subsidiaries. The largest decrease took place in the commercial portfolio both in absolute value and in percentage change (-1.2%). On consumer, the loan reduction was led by Bancolombia S.A. in line with the strong pick-up in interest rates and the lower credit demand, which was reflected in the decline of personal loans and credit card balances.

Banco Agromercantil recorded a quarterly growth of 2.6% when calculated in USD and is the only operation with an expansion across all loan categories. The best performance on originations involves consumer with a positive growth of 5.9% driven largely by credit cards.

Banco Agricola reports a 0.7% growth when calculated in USD during the quarter, following the last quarters´ deceleration trend. Consumer loans expanded 1.1% as the segment with the best performance, highlighting personal loans with an important improvement in originations during 1Q23.

Banistmo recorded a 1.1% decrease calculated in USD during the quarter. Commercial loans contracted 2.6% mainly explained by significant prepayments from corporate clients.

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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 March 31, 2023, Bancolombia net investment portfolio at the consolidated level totaled COP 30,969 billion, increasing 10.8% from the end of 4Q22 and 13.4% from the end of 1Q22. Such growth was a deliberate strategy to allocate resources in the market intended to optimize the asset balance. At the end of 1Q23, the debt securities portfolio had a duration of 13.7 months and a weighted average yield to maturity of 10.0%.

1.4.Goodwill and intangibles

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At the end of 1Q23, Bancolombia's goodwill and intangibles at the consolidated level totaled COP 10,093 billion, down 3.3% compared to 4Q22. This quarterly variation is mainly explained by the appreciation of the COP against the USD.

1.5.Funding

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As of March 31, 2023, Bancolombia's liabilities at the consolidated level totaled COP 311,469 billion, decreasing 0.4% from the end of 4Q22, and increasing 20.0% compared to 1Q22.

Customer deposits totaled COP 251,007 billion (80.6% of liabilities) at the end of 1Q23, up 0.01% compared to 4Q22 and up 20.4% over the last 12 months. The net loans to deposits ratio was 99.9% at the end of 1Q23 decreasing compared to 101.4% in 4Q22, driven by the credit portfolio contraction.

Certificates of deposit increased by 11.9% during 1Q23, following the growing trend seen since the first quarter of 2022. This performance is explained to a greater extent by the operation in Colombia and represents a significant variation in the funding mix on a consolidated basis, going from a 30% share in 4Q22 to 34% in 1Q23. The new funding composition is explained by the higher interest rates environment and the clients´ demand for more profitable products. The appreciation of the peso against the dollar affected the amount of long-term debt and loans with banks due to the balance of foreign subsidiaries.

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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 1Q23 was COP 36,918 billion, decreasing by 5.6% compared to 4Q22 and increasing by 22.2% when compared to 1Q22. In March of 2023 the General Shareholders’ Meeting approved the proposal for distribution of profits for a total of COP 3.4 trillion. Dividends approved mainly explain the quarterly reduction in equity and capital ratio.

Bancolombia solvency ratio on a consolidated basis under Basel III was 12.01% in 1Q23 standing 113 basis points above the minimum level required by the regulator in Colombia, while the basic capital ratio (Tier 1) stood at 9.75%, 225 basis points above the minimum regulatory capital level (value to fully comply with the new capital requirements in the third year of the Basel III phase-in period). The tangible capital ratio, defined as shareholders’ equity minus goodwill and intangible assets divided by tangible assets, was 7.72% at the end of 1Q23.

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2.INCOME STATEMENT

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Net income attributable to equity holders of the parent company was COP 1,717 billion in 1Q23, or COP 1,784.91 per share (USD $ 1.54 per ADR). This profit represents an increase of 4.5% compared to 4Q22. The company´s annualized return on equity (“ROE”) was 17.7% for 1Q23 and 19.0% for the last 12 months.

2.1.Net Interest Income

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Net interest income totaled COP 5,358 billion in 1Q23, 0.1% higher than the income reported in 4Q22, and 44.8% above 1Q22. The lower expansion in the quarter for the net balance compared to recent periods reflects the gradual impact that has been taking place due to the increase in interest expenses following the greater volume in time deposits and the greater expense by higher rates in the different funding products. On the other hand, the investment portfolio interest income amounted COP 442 billion in 1Q23 with a decrease of 25.9% compared to 4Q22 and an increase of 127.1% compared to 1Q22.

Net Interest Margin

The annualized net interest margin decreased to 7.2% during 1Q23. The annualized net interest margin for investments in 1Q23 was 2.0%. The good performance in this line is explained in the first quarter by the appreciation on the investment portfolio due to an efficient allocation of resources in the fixed income market and an orderly management with clients for the distribution of financial instruments in an environment of volatility, both in currencies and interest rates.

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The annualized net interest margin of the loan portfolio was 7.9%, presenting an increase of 28 basis points when compared to 4Q22 and 121 basis point when compared to 1Q22. This result follows the growing trend seen during the last five quarters as an effect of the credit portfolio repricing originated by the Colombian Central Bank contractionary monetary policy still in force during 1Q23.

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

The aggregate balance of savings accounts and checking accounts decreased on a quarterly basis, although presented an increase in the year. Savings accounts went down 6.3% compared to 4Q22 and increased 5.4% compared to 1Q22. On the other hand, checking accounts decreased 7.0% compared to 4Q22 and 4.0% compared to 1Q22. The annualized weighted average cost of deposits was 5.14% in 1Q23, increasing 112 basis points compared to 4Q22 and 359 basis points compared to 1Q22, much lower than the 900-basis points increase in the interest rate by the Central Bank in Colombia from April 1, 2022 to March 31, 2023.

The total cost of financing for 1Q23 confirms an increasing trend that began in the last quarter of 2021. The rearrangement of the funding mix that intensified in 2023 with a greater weight from term deposits, in the midst of an environment of higher interest rates interest, explain the gradually higher expenses. It is worth mentioning the bank's sound stable funding profile, fully complying with regulatory requirements. Also, a favorable result is the significant share of savings accounts and checking accounts within the bank's liability structure, both adding up to more than 51% of the funds, and thus, contributing to an efficient total cost.

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2.2.Fees and Income from Services

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During 1Q23, total fees and commissions, net totaled COP 1,002 billion, down 1.9% compared to 4Q22, and up 9.0% compared to 1Q22.

Credit and debit card fees and commercial establishments reveals a reduction in the quarterly balance, provided the seasonality condition and the higher income collected in the last quarter of each year. Conversely, in the annual performance, a significant growth took place mainly due to higher income from intermediary bank fees, caused by the high volume of transactions carried out through traditional merchant businesses and e-commerce, resulting in a positive net balance despite the increases in expenses due, to a greater extent, to franchise processing.

Income from bancassurance increased 27.0% when compared to 1Q22 explained by a greater balance on distributed insurance policies.

Banking services grew 27.3% in the year, on the back of a greater demand for transactional products and greater use of network channels. On payments, the higher income was driven by the incremental collection from individual clients.

2.3.Other Operating Income

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Total other operating income was COP 990 billion in 1Q23, up by 84.2% compared to 4Q22 and by 51.4% compared to 1Q22. The quarterly expansion is mainly explained by income generated from net foreign exchange associated to hedging operations on investments.

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Income from operating leases was COP 418 billion in 1Q23, an increase of 7.6% compared to 4Q22 and 40.5% compared to 1Q22. The annual growth is explained to a greater extent by the operation in Colombia due to the increase in vehicle rental contracts under lease agreements and a greater volume in real estate leasing operations from the Colombian Real Estate Fund “FIC”. Profit from sale of assets was COP 48 billion, higher by 25.6% compared to 1Q22 due to a greater volume of operations.

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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 11,045 billion at the end of 1Q23 and represents 4.3% of total gross loans, increasing when compared to 4Q22, when past due loans represented 3.2% of total gross loans. During the quarter, charge-offs totaled COP 1,048 billion.

The coverage, measured by the ratio of allowances for loans losses (principal) to PDLs (overdue 30 days), was 138.3% at the end of 1Q23, decreasing compared to 168.7% at the end of 4Q22. The deterioration of the loan portfolio (new past due loans including charge-offs) was COP 3,603 billion.

Provision charges (net of recoveries) totaled COP 2,046 billion in 1Q23, presenting a 17.5% growth compared to 4Q22. Following the previous quarter trend, in 1Q23 most of the amount in provision expenses was concentrated in the Colombian operation in line with a greater portfolio deterioration on consumer loans.

Provisions as a percentage of the average gross loans were 3.1% annualized for 1Q23 and 2.2% 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 15,274 billion, or 5.9% of total loans at the end of 1Q23, increasing when compared to 4Q22.

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 1Q23, operating expenses totaled COP 3,072 billion, decreasing by 4.6% compared to 4Q22 and increasing by 26.0% compared to 1Q22.

Personnel expenses (salaries, bonus plan payments and compensation) totaled COP 1,323 billion in 1Q23, up 11.6% from 4Q22 and up 23.9% from 1Q22. The annual variation is mainly explained by salary increases indexed to inflation, as well as variable compensation provisions.

General expenses decreased 14.0% in the quarter and increased 27.6% year-over-year. The variation in annual terms is affected by external factors such as the depreciation of the Colombian peso against the US dollar, inflation rates and higher taxes other than income tax approved in the last tax reform in Colombia. Internally, the main factors that contributed to growth were technology expenses such as hardware modernization and the journey to the cloud project as part of the digital transformation, as well as the customer rental contracts division (Renting) due to the increase in the active fleet of vehicles.

As of March 31, 2023, Bancolombia had 33,923 employees, owned 872 branches, 6,132 ATMs, 29,443 banking agents and served more than 29 million customers.

2.6.Taxes

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Bancolombia's consolidated income tax for 1Q23 presented an expense of COP 586 billion, mainly impacted by Colombia due to the application of tax benefits such as untaxed dividends, exempt income and investment in productive real fixed assets. Additionally, due to the tax benefits in Guatemala, El Salvador and Panama, corresponding to exempt revenue from returns on securities issued by their governments. Revenues from foreign sources that are not taxed in Panama also contributed to a lower tax.

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3.BREAK DOWN OF OPERATIONS

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The following tables summarize the financial statements of our operations in each country.

BANCOLOMBIA S.A. (STAND ALONE) – COLOMBIA

The portfolio of Bancolombia S.A. presents a decrease of 0.4% in the quarter and an increase of 14.7% in the last 12 months. The slowdown seen since the end of 2022 has continued at the beginning of 2023 following a slower growth rate in the economy, a gradual increase in interest rates and its impact on the payment capacity of companies and individuals. The only segment that presented expansion during the quarter was mortgages, growing 1.5%. The commercial portfolio presented the largest contraction (0.7%) to a greater extent associated to Factoring loans. On the other hand, consumer presented a decrease of 0.4% affected by personal loans and credit card balances.

Net result for Bancolombia S.A. in 1Q23 was COP 1.7 trillion, which represents an increase of 5.2% when compared to the result of 4Q22. Net interest shows a reduction due to a greater increase on interest expenses vs interest income, this effect was caused by a greater volume in term deposits and higher deposit rates. Provision expenses show a quarterly growth of 21.1%, influenced by deterioration in consumer, and expenses associated to macroeconomic variables. Net feese decreased in 1Q23 due to lower revenues in transactional products as a seasonal effect of the last quarter of the year

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compared to the first quarter. Other operating income grew mainly by equity method from foreign subsidiaries in the quarter. Operating expenses recorded a 6.8% decrease compared to 4Q22, largely due to general expenses, such as fees and advertising.

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BANISTMO- PANAMA

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Banistmo's portfolio closed 1Q23 with a decrease of 1.1% compared to the previous quarter (calculated in USD). Commercial presented the largest contraction as a result of prepayments from the corporate sector in January. Similarly, the consumer and microlending portfolios show a reduction, while mortgages grew 0.7% concentrated in the social housing portfolio. In the funding structure, it is worth noting a decrease on deposit products impacted by highly competitive interest rates in the market.

Net result for Banistmo in 1Q23 was a profit of COP 170.0 billion, which represents a significant growth in annual and quarterly terms. Despite the net interest income reduction in the quarter and the lower portfolio balance, Banistmo maintains a relatively stable net interest margin due to the positive repricing on loans, mainly in commercial. The net income expansion is mainly explained by lower loan provision expenses, due to parameters update over the expected losses model and a lower deterioration in the credit portfolio. Operating expenses also decreased largely due to the last quarter of the year seasonal effect, when usually there is an accrual accounting in some services and specific payments. Net interest margin in Banistmo for 1Q23 was 3.9% and annualized quarterly ROE was 12.7%.

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BANAGRICOLA- EL SALVADOR

Loans in Banco Agricola grew 0.7% in the quarter (calculated in USD). The consumer portfolio presented the highest growth (1.1%) driven by personal loans and credit cards. Commercial increased 0.8%, in which construction clients had an important contribution on originations. In general, commercial loans show a slowdown compared to recent quarters when they used to expand at a higher rate. In the funding structure, it is worth noting the significant growth in deposits led by checking accounts, which increased by 15.6%, mainly driven by deposits on institutional, government and corporate segments. This increase favorably offsets the reduction in savings account balances (-2.2%). Time deposits remain relatively stable.

Net result for Banco Agricola in 1Q23 was a profit of COP 134.5 billion, which represents an increase of 11.1% compared to 4Q22. Net interest income shows a quarterly reduction mainly due to growth in interest expenses from loans with financial institutions, to a greater extent caused by an interest rate increase on medium-term loans. It was partially offset by growing revenues from the lending business. Loan provisions increased in the quarter due to a greater deterioration reflected in the stage 3 balance rise. Operating expenses recorded a quarterly reduction resulting from a lower balance on amortization and intangibles due to the early cancellation of projects at the end of December 2022. The accumulated effective tax rate for Banco Agricola was 26%, positively impacted by exempt revenues from return on investments issued by the Government of El Salvador and by exempt dividends. Banco Agrícola's net interest margin for 1Q23 was 6.2% and the annualized quarterly ROE was 19.9%.