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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 August 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 SECOND QUARTER OF 2023.

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August 9, 2023. Medellin, Colombia – Today, BANCOLOMBIA S.A. (“Bancolombia” or “the Bank”) announced its earnings results for the second 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 June 30, 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, July 1, 2023 $4,177.58 = US$ 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 June 30, 2023, Bancolombia's assets at the consolidated level totaled COP 338,597 billion, which represents an increase of 8.0% compared to 2Q22 and a decrease of 3.1% compared to 1Q23. The quarterly variation is explained by the reduction of the investment portfolio and the negative effect of balances in dollars, signaling the largest asset contraction in value since December 2020 when the loan portfolio was impacted by the pandemic and the Colombian peso appreciation.

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During the quarter, the peso appreciated 10.1% against the US dollar and depreciated 0.6% in the last 12 months. The average exchange rate was 3.4% lower in 2Q23 versus 1Q23, and 17.4% 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 2Q23, gross loans declined 2.4% compared to 1Q23 (increasing 1.3% when excluding the FX effect) and rose 7.4% compared to 2Q22. During the last 12 months peso-denominated loans grew 10.6% and the dollar-denominated loans (expressed in USD) grew 0.8%.

At the end of 2Q23, Banco Agricola operations in El Salvador, Banistmo in Panama and BAM in Guatemala represented 26.5% 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 33.5% of the portfolio, and decreased 0.9% in the quarter (when expressed in USD).

Total reserves (provisions in the balance sheet) for loan losses increased 2.7% during the quarter and totaled COP 16,963 billion or 6.5% of the gross loans at the end of the quarter.

As in the previous quarter, during 2Q23 there is a sequential decrease in the total loan portfolio. The appreciation of the Colombian peso against the dollar impacted the balance of foreign subsidiaries. The most significant reduction on a consolidated basis took place in consumer loans in Bancolombia S.A., which represents 71% of this category and is explained by the lower credit demand from individuals. In the other geographies, conversely, there is an upward trend in retail that partially mitigates the exchange rate impact.

Banco Agromercantil recorded a quarterly growth of 0.4% when calculated in USD given the activity in consumer that continues to gain share within the total portfolio following the trend of recent quarters.

Banco Agricola reports a 0.3% increase when calculated in USD during the quarter, the expansion on retail offsets the decrease in mortgages and commercial loans, however, the credit portfolio is experiencing a gradual deceleration and a lower demand when compared to the performance a year ago.

Banistmo´s loan book remained stable in the quarter. Growth in mortgages and retail was offset by the contraction on commercial loans.

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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 June 30, 2023, Bancolombia net investment portfolio at the consolidated level totaled COP 26,028 billion, decreasing 16.0% from the end of 1Q23 and 5.1% from the end of 2Q22. The bank´s temporal needs for liquidity in Colombia drove the balance reduction. At the end of 2Q23, the debt securities portfolio had a duration of 15.3 months and a weighted average yield to maturity of 9.0%.

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1.4.Goodwill and intangibles

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At the end of 2Q23, Bancolombia's goodwill and intangibles at the consolidated level totaled COP 9,130 billion, down 9.5% compared to 1Q23. This quarterly variation is mainly explained by the appreciation of the COP against the USD.

1.5.Funding

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As of June 30, 2023, Bancolombia's liabilities at the consolidated level totaled COP 301,099 billion, decreasing 3.3% from the end of 1Q23, and increasing 8.2% compared to 2Q22.

Customer deposits totaled COP 243,352 billion (80.8% of liabilities) at the end of 2Q23, dropping 3.0% compared to 1Q23 and rising 9.5% over the last 12 months. The quarterly decrease is largely explained by the peso depreciation and its currency effect on the subsidiaries balance. The net loans to deposits ratio was 100.3% at the end of 2Q23 remaining relatively stable compared to 99.9% in 1Q23.

Certificates of deposit continue to gradually grow in volume over the past five quarters as a general effect across all subsidiaries. Such growth takes place in Bancolombia S.A. to a greater extent, given the interest rates environment causing a continued migration towards cost interest-bearing deposits. In the funding mix there is a significant variation in the last 12 months, term deposits now represent 35% compared to 26% a year ago. Loans with banks presented a balance decrease, mainly in Bancolombia S.A. and Bancolombia Panama.

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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 2Q23 was COP 36,543 billion, decreasing by 1.0% compared to 1Q23 and increasing by 9.8% when compared to 2Q22. The currency appreciation in the quarter contributed to the negative variation, partially offset by the net income generated.

Bancolombia solvency ratio on a consolidated basis under Basel III was 12.54% in 2Q23 standing 167 basis points above the minimum level required by the regulator in Colombia, while the basic capital ratio (Tier 1) stood at 10.45%, 295 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 increase in solvency levels is mainly due to the earnings accrual during the quarter. The tangible capital ratio, defined as shareholders’ equity minus goodwill and intangible assets divided by tangible assets, was 8.13% at the end of 2Q23.

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2.INCOME STATEMENT

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Net income attributable to equity holders of the parent company was COP 1,460 billion in 2Q23, or COP 1,518.46 per share (USD $ 1.45 per ADR). This profit represents a decrease of 14.9% compared to 1Q23, as a result mainly of the lower net interest income. The company´s annualized return on equity (“ROE”) was 15.7% for 2Q23 and 17.4% for the last 12 months.

2.1.Net Interest Income

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Net interest income totaled COP 4,934 billion in 2Q23, 7.9% lower than the income reported in 1Q23. The main fact to highlight is the performance of the investment portfolio generating interest on debt instruments and valuation on financial instruments of COP 41 billion in 2Q23, dropping 90.8% compared to 1Q23. Such decrease is the result, to a greater extent, of the higher rates and the increasing cost of funding. It is worth noting that devaluation of investments in dollars is offset in other operating income due to exchange rate hedging. Derivatives distribution had a positive performance with a significant volume of financial instruments sold in an environment of high volatility in interest rates and in foreign currency.

Net Interest Margin

The annualized net interest margin for investments in 2Q23 stood at -2.6%, impacting the bank´s NIM on a consolidated basis dropping 44 bps to 6.7%.

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The annualized net interest margin of the loan portfolio was 7.9%, up 3 bps when compared to 1Q23 and 86 basis points above 2Q22, decelerating gradually due to a slower pace of reference rate hikes in Colombia and higher funding costs.

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

Demand deposits balance decreased during the quarter and during the last year. Savings accounts decreased 4.6% compared to 1Q23 and 5.0% compared to 2Q22. Checking accounts decreased 10.4% vs 1Q23 and 15.1% vs 2Q22. The annualized weighted average cost of deposits was 5.36% in 2Q23, increasing 22 basis points compared to 1Q23 and 323 basis points compared to 2Q22.

The increase in the cost of financing is given to current market conditions and the continuous repricing of funding sources, even though there is a lower expansion in 2Q23 compared to previous quarters, in line with the gradual moderation of the reference rate by the Central Bank in Colombia. The reduction of checking accounts and savings accounts in Bancolombia S.A. and Banistmo during 2Q23, combined with the increase in time deposits in all subsidiaries and their greater share in the funding mix had a significant impact on the total cost.

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2.2.Fees and Income from Services

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During 2Q23, total fees and commissions, net totaled COP 998 billion, down 0.4% compared to 1Q23, and up 13.6% compared to 2Q22.

Credit and debit card fees and commercial establishments increased 1.2% in the quarter and 13.6% Y/Y. The increase in the volume of outstanding cards and the higher income from interbank exchange fees added to the good performance due to a growing number of transactions. The bancassurance division had an important contribution in the quarter, increasing 19.4% compared to 1Q23, driven by the accelerated activity in the distribution of policies for individuals and a higher income from profit sharing in voluntary and mandatory insurances. Finally, it is worth noting the income on payments and collections rising 5.9% in the quarter given the incremental volume in transactions through the bank's channels and the greater collection of invoices from retail clients.

The net variation on fees was negative in the quarter due to commission expenses outpacing income, mainly attributed to processing of payments with card franchises and expenses associated to banking agents in line with an increasing transactional level and the opening of new terminals with merchants.

2.3.Other Operating Income

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Total other operating income was COP 1,120 billion in 2Q23, up by 13.1% compared to 1Q23 and by 126.9% compared to 2Q23. Quarterly, the growing income is mainly due to a positive balance on derivatives FX contracts and net foreign exchange over treasury investments hedging activities.

Income from operating leases was COP 431 billion in 2Q23, an increase of 3.3% compared to 1Q23 and 34.2% compared to 2Q22. Annually, an accelerated activity in vehicle rental contracts by Bancolombia and Renting Bancolombia explain such performance, combined with the Colombian Real Estate Fund “FIC” presenting a higher income from real estate leasing.

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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 11,840 billion at the end of 2Q23 and represents 4.7% of total gross loans, increasing when compared to 1Q23, when past due loans represented 4.3% of total gross loans. During the quarter, charge-offs totaled COP 1,331 billion.

The coverage, measured by the ratio of allowances for loans losses (principal) to PDLs (overdue 30 days), was 131.8% at the end of 2Q23, decreasing compared to 138.3% at the end of 1Q23. The deterioration of the loan portfolio (new past due loans including charge-offs) was COP 2,126 billion.

Provision charges (net of recoveries) totaled COP 2,082 billion in 2Q23, presenting a 1.8% growth compared to 1Q23. Like the trend of previous quarters, the high expense in provisions is mostly due to the deterioration of the credit portfolio in consumer, primarily in Colombia. The macroeconomic component, conversely, has required a lower expense due to the updated 2023 forecast in all geographies in which the bank operates.

Provisions as a percentage of the average gross loans were 3.1% annualized for 2Q23 and 2.7% 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 15,610 billion, or 6.2% of total loans at the end of 2Q23, increasing when compared to 1Q23.

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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 2Q23, operating expenses totaled COP 3,171 billion, increasing by 3.2% compared to 1Q23 and by 25.8% compared to 2Q22.

Personnel expenses (salaries, bonus plan payments and compensation) totaled COP 1,354 billion in 2Q23, up 2.4% from 1Q23 and up 28.9% from 2Q22.

General expenses decreased 3.9% in the quarter and increased 23.7% compared to 2Q22. Firstly, investments in technology and digital transformation have had a continuous impact in Bancolombia on a consolidated basis. Secondly, the Renting business has demanded important expenses following the growing activity in this division. Finally, the higher taxes derived from the Colombian tax reform, as well as inflation rates and depreciation of the local currency in annual terms, have had altogether an important impact as external factors on the incurred incremental volume of general and personnel expenses.

As of June 30, 2023, Bancolombia had 34,442 employees, owned 865 branches, 6,151 ATMs, 29,580 banking agents and served more than 29 million customers.

2.6.Taxes

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Bancolombia's consolidated income tax for 2Q23 presented an expense of COP 426 billion, which results in an effective rate lower than the statutory rate at the different geographies due to the application of tax benefits, mainly related to untaxed dividends, exempt revenue from interests on social housing loans and yields on government-issued securities, investment in productive real fixed assets and finally the stabilized rate of the Leasing business unit in Colombia.

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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. presented an increase of 1.7% in the quarter and 9.6% in the last 12 months. The quarterly change reflects a different performance after the contraction experienced in 1Q23, despite the environment of high interest rates and was led by commercial loans that increased 2.6% in the period. The consumer portfolio, in contrast, presented a contraction of 1.0% impacted by lower originations in personal loans.

Net result for Bancolombia S.A. in 2Q23 it was COP 1.4 trillion, which represents a reduction of 20.9% when compared to the result of 1Q23. Investments income displayed a significant decrease in the quarter, explained by lower income from valuation of debt securities, mainly in foreign currency securities. On the contrary, loan interest income reported a favorable performance because of the increase in the commercial portfolio and higher yields. On the other hand, interest expenses grew due to the higher average balance in term deposits and a higher deposit rate. It is worth noting the growth in provision expenses originated in the deterioration of segments such as individuals and small independent businesses. Other operating income showed a significant decrease mainly due to the equity method, impacted by foreign subsidiaries and the subjacent exchange effect in the quarter. The net interest margin for 2Q23 for Bancolombia S.A. was 7.5% and annualized quarterly ROE was 14.5%.

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BANISTMO- PANAMA

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Banistmo's portfolio closed 2Q23 with a stable balance compared to the previous quarter (0.0% measured in USD). The contraction in the commercial portfolio was favorably offset by growth in consumer due to higher originations in personal loans and a rapid dynamic in mortgages concentrated in social housing. In the funding structure, demand deposits show a balance reduction whilst term deposits grew 2.2% (measured in USD) during the quarter mainly due to corporate clients, both local and foreign.

The net result for Banistmo in 2Q23 was a profit of COP 145.6 billion, which represents a decrease in quarterly terms. Despite an incremental interest expense following a higher volume of time deposits and a greater cost of funding, net interest income increased, resulting in a higher net balance. Net fees increased primarily from credit cards and the brokerage division. Provision expenses decreased during the quarter to a greater extent, due to releases associated with updating macroeconomic parameters. The greatest impact on net profit came from the increase in operating expenses, mainly driven by general expenses related to fees paid to outsourced suppliers for specific projects, legal expenses, professional services, and technology providers. In addition, higher labor expenses were explained largely by the general inflationary adjustment in April. The net interest margin for 2Q23 for Banistmo was 3.9% and the annualized quarterly ROE was 11.1%.

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BANAGRICOLA- EL SALVADOR

Loans in Banco Agricola grew 0.3% (calculated in USD). The growing trend of the last quarter in the commercial portfolio came to an end and contracted in 2Q23, partially attributed to a decrease in the construction segment balance. The home-lending portfolio also experienced a decrease, offset by the 1.6% growth in the consumer portfolio (calculated in USD) as a result of higher originations in personal loans and credit cards. In the funding structure, there is a significant reduction in checking accounts, mainly from corporate clients. Savings account remain relatively stable, while time deposits grew 4.7% (calculated in USD) for both corporate and consumer clients. The loan to deposit ratio for Banco Agricola shows a favorable liquidity profile.

Net result for Banco Agricola in 2Q23 was a profit of COP 125.5 billion, which represents a 6.6% reduction compared to 1Q23 by the FX effect (profit grows 0.1% Q/Q calculated in USD). Net interest income shows a quarterly increase due to the better performance on investments and the higher lending margin, mainly supported by corporate business. Credit provisions decreased quarterly due to a greater recovery of written-off loans in addition to macroeconomic variables update that mainly affected the restructured retail portfolio. Operating expenses displayed a quarterly increase largely due to the amortization of intangibles for the acquisition of cloud services (technology). Banco Agricola´s net interest margin for 2Q23 was 6.4% and annualized quarterly ROE was 20.6%.