Grupo Cibest (CIB) agrees $1.418B sale of Banistmo bank in Panama

Rhea-AI Filing Summary

Grupo Cibest S.A. has agreed to sell 100% of its Panamanian banking subsidiary Banistmo S.A. to Inversiones Cuscatlán Centroamérica S.A. for USD $1.418 billion. The price implies a Price/Earnings ratio of 17.1% for the last twelve months as of September 30, 2025 and a Price/Book Value ratio of 1.2%, with the final amount subject to customary closing adjustments.

The purchase price will be paid in full on the closing date after required regulatory approvals in Panama and other conditions under the share purchase agreement are satisfied. Banistmo’s brokerage affiliate Valores Banistmo, now operating separately under the “Cibest Capital” brand, is excluded from the sale and will remain a key part of Grupo Cibest’s regional capital markets products and services.

Positive

• Sale of Banistmo at sizable valuation: Grupo Cibest agreed to sell 100% of Banistmo S.A. for USD $1.418 billion, at 17.1x last-twelve-months earnings and 1.2x book value, implying a strong monetization of the asset.
• Full cash payment at closing: The purchase price will be paid in full on the closing date after regulatory approvals and customary conditions are satisfied, providing a significant prospective cash inflow.

Negative

• None.

Insights

Banking M&A and valuation analyst

Grupo Cibest monetizes Banistmo for $1.418B at premium bank multiples.

Grupo Cibest agreed to sell 100% of Banistmo S.A. for USD $1.418 billion to Inversiones Cuscatlán Centroamérica S.A.. The transaction values Banistmo at a Price/Earnings multiple of 17.1x for the last twelve months to September 30, 2025 and at 1.2x Price/Book Value, indicating a relatively full valuation for a regulated bank franchise in Panama.

The consideration will be paid in full at closing once required Panamanian regulatory approvals and other customary conditions under the share purchase agreement are met. This structure points to a significant prospective cash inflow for Grupo Cibest, though actual balance sheet effects will depend on the timing of completion. The company has already spun off Valores Banistmo into the “Cibest Capital” brand, so its capital markets activities in Panama and the region remain within the group despite the Banistmo sale.

From a strategic perspective, the move refocuses Grupo Cibest’s presence in Panama around capital markets and other listed entities such as Bancolombia (Panama) S.A. and its Panama branch, while exiting direct ownership of Banistmo’s banking operations. Future disclosures around regulatory approvals and closing of the transaction will clarify when the sale proceeds are realized and how they are deployed.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2025

Commission File Number 001-42656

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Grupo Cibest S.A.

(Translation of registrant’s name into English)

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Cra. 48 # 26-85

Medellín, Colombia

(Address of principal executive offices)

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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 o

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			Grupo CIBEST S.A. (Registrant)
Date December, 18,2025			By:			/s/ MAURICIO BOTERO WOLFF.
			Name:			Mauricio Botero Wolff
			Title:			Vice President of Strategy and Finance

December 18, 2025

Medellin, Colombia

GRUPO CIBEST S.A. ANNOUNCES AGREEMENT FOR THE SALE OF BANISTMO S.A.

Grupo Cibest S.A. (“Grupo Cibest”) informs that today it entered into a promise to purchase shares agreement with Inversiones Cuscatlán Centroamérica S.A. for the sale of 100% of the shares of Banistmo S.A. (“Banistmo”).

Banistmo began operations in 1973 and is one of Grupo Cibest’s financial entities located in the Republic of Panama, after being acquired in October 2013.Banistmo has positioned itself as one of Panama’s leading banks, offering a wide range of financial services under the supervision of the Superintendency of Banks of Panama.

Inversiones Cuscatlán Centroamerica S.A., a company incorporated in 2001 in Panama, with presence in Central America, acting as the holding entity of various banking and insurance businesses in the region. These businesses include Banco Cuscatlán in El Salvador, Banco Inmobiliario in Guatemala, Banco Cuscatlán in Honduras, Seguros e Inversiones S.A. (SISA) in El Salvador, and Banco La Hipotecaria in Panama, El Salvador, and Colombia. There is no material relationship between these entities and Grupo Cibest and its affiliates.

The agreed sale price is USD $1.418 billion, representing a Price/Earnings ratio for the last twelve months as of September 30, 2025 of 17.1x and a Price/Book Value ratio of 1.2x. The purchase price will be subject to customary closing adjustments.

The purchase price will be paid in full on the closing date of the transaction, once the required regulatory approvals in Panama are obtained other customary conditions under the SPA are satisfied.

As Grupo Cibest has now completed the previously disclosed spin-off of Valores Banistmo (which is no operating as a separate affiliate of Grupo Cibest and part of the “Cibest Capital” brand), from Banistmo , it is not part of the transaction and will continue to be a key component of Grupo Cibest’s capital markets

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products and services offered in the region, along with our entities in El Salvador, Guatemala, Bancolombia (Panama) S.A., Bancolombia S.A. Panama Branch, and Valores Banistmo S.A.

J.P. Morgan Securities LLC is acting as financial advisor, and Sullivan & Cromwell LLP and Alemán, Cordero, Galindo & Lee as legal advisors to Grupo Cibest in this transaction.

Forward-Looking Statements

This release contains statements which may constitute “forward-looking statements”, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, our plans, objectives, expectations and intentions and the expected timing of completion of the transaction. These forward-looking statements are not based on historical facts, but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. Words such as “anticipate,” “believe,” “estimate,” “approximate,” “expect,” “may,” “intend,” “plan,” “predict,” “target,” “forecast,” “guideline,” “should,” “project” and similar words and expressions are intended to identify forward-looking statements. It is possible that actual results or events may differ, possibly materially, from the anticipated results or events indicated in these forward-looking statements. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or revise any forward-looking statements after the date on which they are made in light of new information, future events and other factors.

Contacts

Mauricio Botero Wolff			Catalina Tobón Rivera
Strategy and Financial VP			IR Director
Tel.: (57 604) 4040858			Tel.: (57 601) 4885950
ir@Grupocibest.com.co			ir@Grupocibest.com.co

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FAQ

What transaction did Grupo Cibest (CIB) announce regarding Banistmo S.A.?

Grupo Cibest S.A. announced that it entered into a promise to purchase shares agreement with Inversiones Cuscatlán Centroamérica S.A. for the sale of 100% of the shares of Banistmo S.A., its Panamanian banking subsidiary.

What is the sale price for Banistmo S.A. in the Grupo Cibest (CIB) deal?

The agreed sale price for Banistmo S.A. is USD $1.418 billion, subject to customary closing adjustments.

What valuation multiples does the Banistmo sale imply for Grupo Cibest (CIB)?

The sale price represents a Price/Earnings ratio of 17.1x for the last twelve months as of September 30, 2025 and a Price/Book Value ratio of 1.2x for Banistmo S.A.

How and when will Grupo Cibest (CIB) receive the Banistmo sale proceeds?

The purchase price for Banistmo S.A. will be paid in full on the closing date of the transaction, after the required regulatory approvals in Panama are obtained and other customary conditions under the share purchase agreement are satisfied.

Is Valores Banistmo included in the Banistmo sale by Grupo Cibest (CIB)?

No. Grupo Cibest has completed the spin-off of Valores Banistmo, now operating as part of the “Cibest Capital” brand, and it is not part of the transaction. It will remain a key component of Grupo Cibest’s capital markets products and services in the region.

Who is the buyer of Banistmo S.A. from Grupo Cibest (CIB) and what are its main businesses?

The buyer is Inversiones Cuscatlán Centroamérica S.A., a Panama-incorporated company that holds various banking and insurance businesses in Central America, including Banco Cuscatlán in El Salvador, Banco Inmobiliario in Guatemala, Banco Cuscatlán in Honduras, SISA in El Salvador, and Banco La Hipotecaria in Panama, El Salvador, and Colombia.

Who advises Grupo Cibest (CIB) on the Banistmo S.A. sale?

J.P. Morgan Securities LLC is acting as financial advisor, while Sullivan & Cromwell LLP and Alemán, Cordero, Galindo & Lee are serving as legal advisors to Grupo Cibest in this transaction.