6-K
Vesta Real Estate Corporation, S.A.B. de C.V. (VTMX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGNPRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission FileNumber: 001-41730
Corporación Inmobiliaria Vesta, S.A.B.de C.V.
(Exact name of registrant as specified in itscharter)
Paseo de los Tamarindos No. 90,
Torre II, Piso 28, Col. Bosques de las
Lomas
Cuajimalpa, C.P. 05120
Mexico City
United Mexican States
+52 (55) 5950-0070
(Address of principal executive office)
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 | X | Form 40-F |
|---|
TABLE OF CONTENTS
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.
| Corporación Inmobiliaria Vesta, S.A.B. de C.V. | ||
|---|---|---|
| By: | /s/ Juan Felipe Sottil Achutegui | |
| Name: | Juan Felipe Sottil Achutegui | |
| Title: | Chief Financial Officer |
Date: April 24, 2026
Exhibit 99.1
Summary of agreements of the Ordinary General
Shareholders Meeting of Corporación InmobiliariaVesta, S.A.B. de C.V.
held in first call on April 22^nd^,2026
| I. | Presentation and, if applicable, approval of the 2025 annual report of the CEO. |
|---|---|
| 1. | The annual report of the CEO for the fiscal year 2025 and the opinion issued by the board of directors<br>regarding it were approved in all its parts. |
| --- | --- |
| II. | Presentation and, if applicable, approval of the 2025 Annual Report of the<br>Board of Directors. |
| --- | --- |
| 1. | The annual report presented by the board of directors regarding the fiscal year 2025, was approved in<br>all its parts. |
| --- | --- |
| III. | Presentation and, if applicable, approval of the 2025 annual reports of the Audit, Corporate Practices,<br>Investment, Ethics, Debt and Equity, and Environmental, Social, and Corporate Governance Committees. |
| --- | --- |
| 1. | The annual reports of the audit, corporate practices, investment, ethics, debt and equity, and environmental,<br>social, and corporate governance committees, presented for the fiscal year 2025, were approved. |
| --- | --- |
| IV. | Report on compliance with tax obligations by the Company and its subsidiaries<br>during 2025. |
| --- | --- |
| 1. | The report regarding the compliance with tax obligations of the Company and its subsidiaries during the<br>fiscal year 2025 was approved. |
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| V. | Presentation and, if applicable, approval of the audited and consolidated<br>financial statements of the Company and its subsidiaries for 2025, including the report of the external auditor of the Company. |
| --- | --- |
| 1. | The audited and consolidated financial statements of the Company and its subsidiaries, including the balance<br>sheet, income statement, statement of changes in financial position, statement of changes in equity, supplementary notes, and the report<br>and opinion of the external auditor of the Company, issued for the fiscal year 2025, were approved in all their parts. |
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| 2. | It was resolved to allocate the corresponding amounts to the legal reserve. |
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| 3. | It was resolved to allocate the result of the fiscal year 2025 to the income statement. |
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| VI. | Presentation and, if applicable, approval for the decree and payment of a<br>cash dividend, delegating powers to the Board of Directors. |
| --- | --- |
| 1. | The payment of a cash dividend in the total amount of EUA$74,753,321.00legal currency of the United States of America, derived from the retained earnings account of the Company,<br>was decreed. |
| --- | --- |
| 2. | It was resolved to pay the declared dividend in 4 equal installments, each<br>one for the amount of EUA$18,688,330.25 legal currency of the United States of America, payable<br>in pesos, national currency, at the exchange rate published by the Bank of Mexico in the Official Gazette of the Federation on the business<br>day prior to each payment date, with the first payment date being May 6^th^, 2026, the second being July 15^th^, 2026,<br>the third being October 15^th^, 2026, and the last being January 19^th^, 2027, through the SD Indeval. |
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| 3. | It was resolved that the declared dividend will be paid to the shareholders in proportion to their shareholding<br>on each payment date and without considering treasury shares. |
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Presentation and, if applicable, (i) approval of the exercise of the share buyback program during the fiscal year 2026 and (ii) of the Company'sshare buyback program for 2026, the amount that can be allocated in a revolving manner and delegation of powers
| 1. | The report on the exercise of the own share repurchase program in force during 2024 was approved. |
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| VII. | Presentation and, if applicable, approval of the Company's share buyback program for 2025, of the amount<br>that may be used in a revolving manner to such purposes and delegation of authority to the board of directors for its execution. |
| --- | --- |
| 1. | The report on the exercise of the Company´s share buyback program in force during 2025 was approved. |
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| 2. | The Company´s share buyback program approved for 2025 was ratified,<br>so that it remains in force during 2026, and it was resolved that the reserve that may be used on a revolving basis during 2026<br>will be equal to the amount of US$150,000,000.00 |
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dollars, legal tender of the United States of America, or its equivalent in Pesos, National Currency.
| 3. | It was noted that the reserve amount does not exceed the total balance of net profits, including retained<br>earnings. |
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| 4. | The board of directors was authorized to operate in accordance with the latest<br>rules issued by the board of directors, and until such board of directors determines to modify them. |
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| VIII. | Appointment or, if applicable, ratification of the members of the Board of Directors, and appointment<br>of the presidents of the Audit and Corporate Practices Committees and its compensation for 2026. |
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| 1. | The appointment of Mr. Stephen B. Williams as alternate director of Mr. Douglas M. Arthur was revoked,<br>release him from any liability that he may have incurred in the legal performance of his office, and<br>Mr. Ricardo Dueñas Espriú was appointed as the new alternate director of Mr. Douglas M. Arthur. |
| --- | --- |
| 2. | Lorenzo Manuel Berho Corona, Lorenzo Dominique Berho Carranza, Manuela Molina Peralta, Jorge Alberto de<br>Jesús Delgado Herrera, Douglas M. Arthur, José Manuel Domínguez Díaz Ceballos, José Guillermo Zozaya<br>Délano, Craig Wieland, Enrique Carlos Lorente Ludlow, Daniela Berho Carranza, Elías Laniado Laborín, Luis Javier<br>Solloa Hernández, Viviana Belaunzarán Barrera, Loreanne Helena García Ottati, José Antonio Pujals Fuentes,<br>Oscar Francisco Cázares Elías, Rocío Ruíz Chávez, Luis de la Calle Pardo, and Francisco Javier Mancera<br>de Arrigunaga were ratified to continue as members of the Company's board of directors during the fiscal year 2026. |
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| 3. | Mr. Lorenzo Manuel Berho Corona was ratified as the executive chairman of the board of directors. |
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| 4. | Mr. Alejandro Pucheu Romero was ratified as the proprietary secretary of<br>the board of directors without being a member thereof; and Ms. Claudia Alejandra Márquez<br>Rueda was appointed to replace Jimena María García-Cuéllar Céspedes as alternate secretary; both were not<br>members of the board of directors. |
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| 5. | It was confirmed that none of the members of the board of directors, the proprietary secretary, or the<br>alternate secretary, shall have any obligation to provide surety. |
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| 6. | Mr. Francisco Javier Mancera de Arrigunaga was ratified as chairman of the corporate practices committee. |
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| 7. | Mr. Luis Javier Solloa Hernández was ratified as chairman of the audit committee. |
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| 8. | Note was taken of the appointment of the other members of the audit and corporate practices committees,<br>as well as the appointments of the chairpersons and members of the other committees. |
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| 9. | Manuela Molina Peralta, Jorge Alberto de Jesús Delgado Herrera, José<br>Manuel Domínguez Díaz Ceballos, José Guillermo Zozaya Délano, Craig Wieland, Enrique Carlos Lorente Ludlow,<br>Luis Javier Solloa Hernández, Viviana Belaunzarán Barrera, Loreanne Helena García Ottati, José Antonio Pujals<br>Fuentes, Oscar Francisco Cázares Elias, Rocío Ruiz Chávez, Douglas M. Arthur, Ricardo Dueñas Espriú,<br>Luis de la Calle Pardo, and Francisco Javier Mancera de Arrigunaga were qualified as independent directors. |
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| 10. | It was established that the compensation of the members of the board of directors and committees, will<br>continue to be the same as approved for 2025. |
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| IX. | Appointment of special delegates |
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| 1. | Lorenzo Dominique Berho Carranza, Alejandro Pucheu Romero, Jimena María García-Cuéllar<br>Céspedes, and Claudia Alejandra Márquez Rueda were appointed as special delegates to issue certifications regarding the<br>minutes and to protocolize them. |
| --- | --- |
Summary of agreements of the Extraordinary GeneralAssembly of
shareholders of Corporación InmobiliariaVesta, S.A.B. de C.V.
held on first call on April 22^nd^,2026
| 1. | Proposal and, its case, approval of the amendment to Clause Fifteen of the Company's bylaws to adaptit to article 108, section II of the Securities Market Law |
|---|---|
| 1. | The fifteenth clause of the Company's bylaws was amended to bring it into line with article 108, section<br>II of the Securities Market Law. |
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| 2. | The restatement of the Company's bylaws was approved. |
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| 3. | The secretary of the board of directors was authorized to carry out the necessary acts to give effect<br>to the amendment of the bylaws. |
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| 4. | Any 2 members of the board of directors were authorized to subscribe for the new share certificates issued<br>containing the amended bylaws, and the secretary to carry out such acts as may be necessary on this regard. |
|---|---|
| II. | Appointment of Special Delegates to the Extraordinary General Assembly |
| --- | --- |
| 1. | Lorenzo Dominique Berho Carranza, Alejandro Pucheu Romero, Claudia Alejandra Márquez Rueda and<br>Jimena María García-Cuéllar Céspedes were appointed as special delegates to issue the certifications in relation<br>to the minutes and to formalize them. |
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***Endof Text***
5
Exhibit 99.2
Translation for InformationalPurposes Only
ANNUAL REPORT OF THE BOARD OF DIRECTORS OF
CORPORACIÓN INMOBILIARIA VESTA, S.A.B. DE C.V.
Fiscal year 2025
Dear shareholders of Corporación Inmobiliaria Vesta, S.A.B. de C.V:
The undersigned, acting as executive chairman of the Board of Directors of Corporación Inmobiliaria Vesta, S.A.B. de C.V. (the “Company”), in compliance with the provisions of article 28 section IV of the Securities Market Law and article 172 section b) of the General Corporations Law, hereby submit to your consideration the annual report of the board of directors corresponding to the fiscal year ended on December 31^st^, 2025.
During the fiscal year ended 2025, the board of directors was integrated as follows:
| Member | Character | Substitute | Character | Title |
|---|---|---|---|---|
| Lorenzo Manuel Berho Corona | Patrimonial | Lorenzo Dominique Berho Carranza | Patrimonial | Chairman |
| Manuela Molina Peralta | Independent | Jorge Alberto de Jesús Delgado Herrera | Independent | Member |
| José Manuel Domínguez Díaz Ceballos | Independent | José Guillermo Zozaya Délano | Independent | Member |
| Craig Wieland | Independent | Enrique Carlos Lorente Ludlow | Independent | Member |
| Daniela Berho Carranza | Patrimonial | Elías Laniado Laborín | Patrimonial | Member |
| Luis Javier Solloa Hernández | Independent | Viviana Belaunzarán Barrera | Independent | Member |
| Loreanne Helena García Ottati | Independent | José Antonio Pujals Fuentes | Independent | Member |
| Oscar Francisco Cázares Elias | Independent | Rocío Ruíz Chávez | Independent | Member |
| Douglas M. Arthur | Independent | Stephen B. Williams | Independent | Member |
| Luis de la Calle Pardo | Independent | Francisco Javier Mancera de Arrigunaga | Independent | Member |
| Alejandro Pucheu Romero | Not member | Jimena García-Cuéllar Céspedes | Not Member | Secretary |
The performance of the Board of Directors during the fiscal year 2025 was according to the provisions in the Securities Market Law, General Corporations Law, General Provisions Applicable
to Issuers of Securities and Other Participants in the Stock Market, the code of principles and best practices of corporate governance and other laws, regulations and rules applicable to the Company in the markets where its shares are being traded.
During fiscal year ended on December 31^st^, 2025, the board of directors met 5 (five) times; and therefore, submits this:
ANNUAL REPORT
| I. | Report of the Corporate Practices Committee |
|---|
Attached hereto as Annex “1”, is the report of the corporate practices committee of the Company, issued pursuant to the provisions of article 43 section I of the Securities Market Law, with respect to the fiscal year ended on December 31^st^, 2025.
In this regard, the board of directors confirms that it has reviewed said report and agrees with the terms thereof; therefore, recommends its approval.
| II. | Report of the Audit Committee |
|---|
Attached hereto as Annex “2” is the report of the audit committee of the Company, issued pursuant to the provisions of article 43 section II of the Securities Market Law, with respect to the fiscal year ended on December 31^st^, 2025.
In this regard, the board of directors of the Company confirms that it has reviewed said report and agrees with the terms thereof; therefore, it recommends its approval.
| III. | Opinion on the Report by the Chief Executive Officer |
|---|
Attached hereto as Annex “3” is the report of the Chief Executive Officer of the Company, issued pursuant to the provisions of article 44 section XI of the Securities Market Law, and which includes a copy of the report of the external auditor of the Company regarding to the audited and consolidated financial statements of the Company and its subsidiaries prepared for the fiscal year ended on December 31^st^, 2025.
In connection with the report of the chief executive officer, after completing its review, this board of director is of the opinion that: (i) it complies with the provisions of the Securities Market Law, (ii) confirms the application of the internal controls related to information and records of the transactions of the Company and its subsidiaries, (iii) clearly expresses matters related to the business of the Company; and (iv) includes the financial information that the Company and its subsidiaries shall submit for the approval of the shareholders.
Likewise, according to the report of the external auditor of the Company and the report of the chief executive officer, it is hereby concluded that: (1) the policies and criteria of information of the Company are adequate and sufficient, considering the particular circumstances of the Company, (2) said policies and criteria have been consistently applied in the information submitted by the chief executive officer, and (3) the report presented by the chief executive officer reflects
2
reasonably the financial situation and results of the Company and its subsidiaries for the fiscal year ended on December 31^st^, 2025.
Therefore, this board of directors issues a favorable opinion and recommends the approval of the annual report of the chief executive officer in the terms of the document attached herein.
| IV. | Report of the Investment Committee |
|---|
Attached hereto as Annex “4” is the annual activity report of the investment committee of the Company for the fiscal year ended on December 31^st^, 2025.
In this regard, the board of directors of the Company has reviewed and approved said report, since it falls within its authority.
| V. | Report of the Ethics Committee |
|---|
Attached hereto as Annex “5” is the annual activity report of the ethics committee of the Company for the fiscal year ended on December 31^st^, 2025.
In this regard, the board of directors of the Company has reviewed and approved said report, since it falls within its authority.
| VI. | Report of the Environmental, Social and Governance Committee |
|---|
Attached hereto as Annex “6” is the annual activity report of the environmental and social responsibility committee of the Company for the fiscal year ended on December 31^st^, 2025.
In this regard, the board of directors of the Company has reviewed and approved said report, since it falls within its authority.
| VII. | Report of the Debt and Equity Committee |
|---|
Attached hereto as Annex “7” is the annual activity report of the debt and equity committee of the Company for the fiscal year ended on December 31^st^, 2025.
In this regard, the board of directors of the Company has reviewed and approved said report, since it falls within its authority.
| VIII. | Principal Accounting and Administration Policies and Criteria |
|---|
For purposes of the provisions of section b) of Article 172 of the General Corporations Law, this board of directors confirms that the main accounting and administration policies and criteria are:
| a) | The audited and consolidated financial statements of the Company and its subsidiaries have been prepared<br>in accordance with the International Financial Reporting Standards |
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issued by the lnternational Accounting Rules Bureau (“IFRS”) and have also been audited pursuant to the standards of the Public Companies Accounting Oversight Board - PCAOB.
| b) | The consolidated financial statements of the Company and its subsidiaries have been prepared on a historical<br>cost basis, except for the investment in real estate and financial instruments, which are measured according to their fair market value. |
|---|---|
| c) | The financial statements of the Company consolidate the entities for which the Company has the power to<br>impose financial and operating policies. |
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| d) | All intercompany transactions are eliminated once they are financially consolidated. |
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| e) | When making acquisitions, the assets and liabilities assumed are recognized based on their fair market<br>values, except for deferred taxes or labor liabilities. |
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| f) | The dollar of the United States of America has been established as the functional currency of the Company<br>and its subsidiaries. Notwithstanding the foregoing, the accounting records are kept in Pesos, national currency. The differences in monetary<br>assets are recognized as profit or loss in the period in which they occur. |
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| g) | Labor responsibilities are registered as they occur. |
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| h) | The financial assets and liabilities are recognized at fair market value and when the Company or the subsidiaries<br>are part of any agreement thereon. |
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| i) | Real estate properties of the Company and its subsidiaries are destined for lease. Investments in real<br>estate are initially considered based on their cost and thereafter, based on their market value. |
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| j) | Leases with respect to the real estate properties of the Company and its subsidiaries are considered as<br>operating leases, since the Company and its subsidiaries have all the benefits and risks of ownership of the property. |
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| k) | Rental income is recognized along the term of the respective lease. |
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| l) | Rental income tax is recognized within the annual results of the year when incurred; and |
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| m) | The deferred tax income is recognized only when there is a high probability of recovering. |
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| IX. | Transactions in which the Board of Directors Participated. |
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During the fiscal year from January 1^st^ to December 31^st^, 2025, the board of directors attended the ordinary matters related to the administration of the Company and adopted specific resolutions in connection with the following topics.
| § | Approved<br>the acquisition of 54 Has of land in Guadalajara, Jalisco. |
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| § | Approved<br>to acquire 250 Has of land in Monterrey, Nuevo León. |
|---|---|
| § | Approval<br>of capitalization alternatives for the Company |
| --- | --- |
Mexico City, February 19^th^, 2026
/s/
Mr. Lorenzo Manuel Berho Corona
Executive Chairman of the Board of Directors of
Corporación Inmobiliaria Vesta, S.A.B. de C.V.
5
Exhibit 99.3
TRANSLATION FOR INFORMATIONALPURPOSES
CORPORACIÓN INMOBILIARIA VESTA, S.A.B.DE C.V.
ANNUAL REPORT OF THE AUDIT COMMITTEE
Fiscal Year of 2025
Dear shareholders and members of the board of directors of Corporación Inmobiliaria Vesta, S.A.B. de C.V:
The undersigned in my character of chairman of the audit committee of Corporación Inmobiliaria Vesta, S.A.B. de C.V. (the “Company”), in compliance to the provisions of article 43 of the Securities Market Law, I hereby submit to your consideration the annual report of the audit committee during the fiscal year ended on December 31^st^, 2025.
During the fiscal year of 2025, the audit committee was integrated as follows:
| Member | Title | Character |
|---|---|---|
| Luis Javier Solloa Hernández | President | Independent Member |
| Viviana Belaunzarán Barrera | Member | Independent Member |
| Manuela Molina Peralta | Member | Independent Member |
| José Manuel Domínguez Díaz Ceballos | Member | Independent Member |
| Lorenzo Manuel Berho Corona | Permanent Invitee | Executive Chairman of the Board |
The work of the audit committee during the fiscal year of 2025 was performed according to the provisions of the Securities Market Law, the General Provisions Applicable to Issuers and other Participants in the Securities Market, the code of principles and best practices of corporate governance as well as other laws, regulations and rules applicable in the markets where the shares of the Company are traded.
During the fiscal year ending on December 31^st^, 2025, the audit committee met 4 times on: (i) February 14^th^, (ii) April 21^st^, (iii) July 21^st^ and (iv) October 21^st^. Additionally, on January 16^th^, 2025, the committee adopted unanimous resolutions without a meeting.
The relevant matters attended by, and with respect to which this committee issued an authorization, opinion and/or recommendation to the board of directors were the following:
| I. | Reviewal of the audited and consolidated financial statements of the Company and its subsidiaries prepared<br>by the external auditor for the fiscal year ended on December 31^st^, 2025. It is important to point out that the external auditors<br>issued a clean opinion with respect to said financial statements and based on the |
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foregoing, the committee recommended the board of directors to approve said financial statements, for them to be thereafter submitted for definitive approval by the shareholders, since the truly and fully reflect the financial information of the Company.
All financial information mentioned before, was prepared based on the International Financial Reporting Standards, in compliance with the regulations issued by the National Banking and Securities Commission, as well as, according to the standards of the Public Company Accounting Oversight Board – PCAOB.
| II. | The committee confirmed compliance by the Company and its subsidiaries of their respective tax obligations<br>either as direct payee or as receiver. |
|---|---|
| III. | Authorized the audit of the financial statements of the Company and its subsidiaries pursuant to the standards<br>of the Public Company Accounting Oversight Board – PCAOB, as well as the compensation of the external auditor. |
| --- | --- |
| IV. | Evaluated the external audit plan and the services proposal to engage Galaz, Yamazaki, Ruiz Urquiza, S.C.<br>member of (Deloitte Touche Tomatsu Limited), as external auditor of the Company and its subsidiaries for the fiscal year of 2025 and the<br>first 2 quarters of 2026. |
| --- | --- |
| V. | Evaluated, determined and authorized the additional services to the audit of the basic financial statements<br>of the Company, required from Galaz, Yamazaki, Ruiz Urquiza, S.C. member of (Deloitte Touche Tomatsu Limited) during the fiscal year of<br>2025 and the first 2 quarters of 2026, as well as the maximum amount payable therefor. |
| --- | --- |
| VI. | Confirmed compliance of the independence requirements of the auditing firm and of the auditing team, pursuant<br>to the applicable regulations. |
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| VII. | Analyzed and follow-up of the operating budget of the Company for the fiscal year 2025. |
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| VIII. | Reviewed of the quarterly reports issued by the internal auditor of the Company, according to the annual<br>internal audit working plan, reviewed and followed up its findings, by setting forth action and follow up plans. |
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| IX. | Monitored the resolutions adopted by the shareholders and by the board of directors of the Company; and |
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| X. | Monitored the work of the external auditors in connection with the compliance of the regulations applicable<br>to the Company considering the markets where its shares are being traded. |
|---|
Likewise, the audit committee has always had direct access and free communication with the external and internal auditors of the Company, when deemed necessary and without intervention or presence of the management.
Company’s Internal Control
The Company and its subsidiaries, have policies and procedures for internal control, designed to ensure the correct recordation and report of transactions according to the information standards adopted by the Company, which are the “International Financial Reporting Standards”, issued by the International Accounting Standards Bureau.
During 2025, the Company conducted a project of identification and implementation of risks and controls throughout the organization. Such project was aligned with the internationally accepted standards, such as COSO (Committe Of Sponsoring Organizations) as well as Sarbanes – Oxley, more specifically Section 404, which intends to give reasonable confidence on the generation of financial information, also known as Internal Control over FinancialReporting (ICFR).
Due to the foregoing, and according to the evaluation performed to the information issued by the administration, the internal audit reports, the audited financial statements and other documents received and analyzed, this committee concluded that the internal control system of Corporación Inmobiliaria Vesta, S.A.B. de C.V. is in a stage of definitive consolidation.
The Company has an internal auditing area, which coordinates with the external auditor and this committee and verifies the application of said control policies and procedures, and monitors the existence of possible conflicts of interest pursuant to an internal auditor plan duly approved by this committee.
Preventive and Corrective Measures
During the fiscal year of 2025, the management developed and applied corrective and preventive actions with respect to the findings of the internal auditor of the Company, to establish adequate controls or corrections to improve processes.
To improve the internal control of the organization, the internal audit evaluated the recently implemented internal controls of the organization. The progress and results of the internal audit tests were reported to this committee, who instructed the management to set up remediation plans for the deficiencies.
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Evaluation of the External Auditor
The external auditor of the Company during the fiscal year ended on December 31^st^, 2025 was Galaz, Yamasaki, Ruiz Urquiza, S.C. (member of Deloitte Touche Tomatsu Limited) acting through its auditing partner Mr. Alejandro Pérez Contreras, whose offices are located at Paseo de la Reforma 489, Piso 6, Colonia Cuauhtémoc, Ciudad de Mexico, C.P. 06500.
As of the date hereof, the performance of the appointed external auditor has been acceptable according to what was expected from, and agreed with said external auditor; therefore, the committee expressed no objection to the performance of the external auditor during the fiscal year ended on December 31^st^, 2025. It is worth mentioning that within the interviews and committee sessions with the external auditors, the committee confirmed compliance with the requirements of independence and rotation of the supervising personnel of the external auditor, in terms of the provisions of applicable law and no conflicts of interest were identified.
Additional Services by the External Auditor
During the fiscal year ended on December 31^st^ 2025, the external auditor provided services related to:
| 1) | Review of the long-term incentive plan for 2025, and transfer pricings for 2025. |
|---|---|
| 2) | Review of the appraisal of the investment properties conducted by external appraisers engaged by the Company. |
| --- | --- |
| 3) | Preparation of form “S-8” to be submitted to the Securities and Exchange Commission. |
| --- | --- |
| 4) | Rendered advising services related to the adoption of rules IFERS S1 and S2, related to the environmental,<br>social and corporate governance matters. |
| --- | --- |
| 5) | Advise in connection with the purpose and scope of rule IFRS 18. |
| --- | --- |
The auditing services of the basic financial statements, as well as the additional services, were rendered in the conditions and scope previously agreed and in no case affected the independence of the external auditor.
The services provided by other advisors of the Company were hired in the ordinary course of business, and under market terms and conditions.
Modifications to the Accounting Policies.
During the fiscal year ended on December 31^st^, 2025, this committee performed periodical reviews to the quarterly and annual consolidated financial statements of the Company and its subsidiaries and confirmed that there was no modification to the accounting policies followed by the Company.
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The “InternationalFinancial Reporting Standards” IFRS issued by the International Accounting Standards Bureau; have been consistently applied by the Company and its subsidiaries in the preparation of their internal and audited financial statements.
Related Parties Transactions
During the fiscal year ended on December 31^st^, 2025, this committee did not identify related parties transactions outside the ordinary course of business, which were made in compliance to the applicable law and verified by the external auditors.
Complaints
During the fiscal year subject matter hereof, the committee did not receive any comment or complaint from shareholders, board members, relevant directors, employees or third parties in connection with the internal controls of the Company or any related matters, nor any accusations regarding any irregularity or transactions with related parties, other than those that the Company normally carries out with its subsidiaries, which were duly reviewed by the external auditor.
Differences with Management
As of the date hereof, there has been no difference of opinion between the committee and the relevant officers of the Company, or with the internal and external auditors.
With respect to the annual report of the CEO to be submitted to the shareholders of Corporación Inmobiliaria Vesta, S.A.B. de C.V. and that was previously distributed among the corporate instances of the Company, it is important to note that it clearly summarizes what occurred during the fiscal year of 2025. Due to the foregoing, this committee considers that the report to be submitted by the CEO truly and sufficiently reflects the operations and results of the Company.
Mexico City, February 17^th^, 2026
/s/
Luis Javier Solloa Hernández
Chairman of the Audit Committee
5
Exhibit 99.4
Translation for InformationalPurposes
ANNUAL REPORT OF THE CHIEF EXECUTIVE OFFICER(“CEO”) OF
CORPORACIÓN INMOBILIARIA VESTA, S.A.B.DE C.V.
Fiscal Year 2025
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I. Business Strategy
The business of the Company and its subsidiaries during the fiscal year 2025, was conducted in accordance with the organizational objective’s matrix established by the management and according to the approved strategic plan.
II. Compliance with the Resolutions of the Shareholders and the Board of Directors.
I am pleased to inform that all agreements and resolutions adopted by the shareholders and the board of directors during 2025 were duly completed and executed, except for those which due to their own nature require more time for completion or require of a series of actions; however, for the latter, the Company and its subsidiaries have taken appropriate actions to ensure their fulfillment.
III. Internal Controls and Audit
During 2025, the internal audit department of the Company worked according to the internal audit statute approved by the audit committee and reviewed projects and specific areas of the Company. The findings were periodically submitted to the audit committee, and the management is taking the necessary actions to attend the findings and ensure that the internal processes of the Company are duly complied with.
IV. Information and Relevant Events
All the information and relevant events of the Company and its subsidiaries have been duly filed and reported to the corporate instances of the Company and to the relevant authorities in terms of the applicable laws and in compliance with the requirements of the corresponding authorities.
V. Operations Related to the Repurchase of Shares
The general ordinary shareholders’ meeting held on March 19^th^, 2025, approved to maintain the amount of US$150,000,000.00 or its equivalent in Pesos, legal currency of United States of Mexico, as a revolving amount of the share’s repurchase program of the Company.
During 2025, the activity of the share repurchase program was periodically reported to the board of directors.
VI. Corrective and Responsibility Actions
During 2025 and as of this date, the Company has applied corrective measures to its internal processes, derived from the findings of the revisions made by our internal audit department.
Notwithstanding the foregoing, none of the findings have required to initiate responsibility actions against the persons involved in the administration of the Company, since none of said findings constituted a loss for the Company.
VII. Capital Contributions
All capital contributions by the shareholders of the Company have been duly paid, and as of this date there are no pending contributions.
VIII. Payment of Dividends
Dividends declared by the Company from the previous fiscal year had been fully paid. Dividends declared by the shareholders’ meeting of March 19^th^, 2025, were paid in four installments, three in 2025 and the last in January 2026, all in strict compliance to that resolved by the shareholders of the Company.
IX. Accounting and Information System
The accounting and reporting systems of the Company and its subsidiaries are kept in a complete and correct manner and in compliance with the U.S. Public Company Accounting Oversight Board (“PCAOB”) and the lnternational Financial Reporting Standards (“IFRS”) issued by the lnternational Accounting Rules Bureau and other rules and legal provisions applicable to the Company.
X. Financial Information
In compliance with the provisions of Article 44, section XI of the Securities Market Law and Article 172 of the General Corporations Law, it is hereby reported that the business strategy of the Company and its subsidiaries has been at all times, within the strategic goals and objectives established by the administration at the beginning of each calendar year and according to the approved strategic plan.
Attached hereto as Annex "1" are: (i) the audited consolidated financial statements of the Company and its subsidiaries, which reflect the true, complete and correct financial position of the Company and its subsidiaries for the fiscal year ended December 31^st^, 2025, (ii) the consolidated income statement of the Company and its subsidiaries for the fiscal
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year ended December 31^st^, 2025, (iii) a statement of changes in the financial position of the Company during the fiscal year ended December 31^st^, 2025, (iv) a statement of changes in the items comprising the Company's patrimony expressed on a consolidated basis during the fiscal year ended December 31^st^, 2025, (v) the notes necessary to complete and clarify the information; and (vi) the report of the external auditor of the Company on its review to the consolidated financial statements of the Company and its subsidiaries prepared for the fiscal year ended December 31^st^, 2025.
XI. Responsibility Actions Against Third Parties
During 2025, none of the Company or its subsidiaries initiated any legal proceedings against third parties due to damages caused to the Company and/or any of its subsidiaries, except for those litigation and collection procedures incurred in the ordinary course of business of the Company and its subsidiaries.
Mexico City, February 18^th^, 2026
/s/
Lorenzo Dominique Berho Carranza
Chief Executive Officer
3
Exhibit 99.5
Translation for InformationalPurposes Only
CORPORACIÓN INMOBILIARIA VESTA, S.A.B. DE C.V.
ANNUAL REPORT OF THE CORPORATE PRACTICES COMMITTEE
Fiscal Year of 2025
Dear shareholders and members of the board of directors of Corporación Inmobiliaria Vesta, S.A.B. de C.V.:
The undersigned in my character of chairman of the corporate practices committee of Corporación Inmobiliaria Vesta, S.A.B. de C.V. (the “Company”), and according to the provisions of article 43 of the Securities Market Law, hereby submit the annual report of the committee presided by the undersigned during the fiscal year ended on December 31^st^, 2025.
During the fiscal year ended on December 31^st^, 2025, the committee was comprised as follows:
| Member | Title | Character |
|---|---|---|
| Francisco Javier Mancera de Arrigunaga | President | Independent Board Member |
| Oscar Francisco Cázares Elias | Member | Independent Board Member |
| José Guillermo Zozaya Delano | Member | Independent Board Member |
| José Antonio Pujals Fuentes | Member | Independent Board Member |
| Lorenzo Manuel Berho Corona | Permanent Invitee | Executive Chairman of the Board |
The activities of the corporate practices committee during the fiscal year of 2025 were performed according to the provisions of the Securities Market Law, the General Provisions Applicable to the Issuers and other Participants in the Market, the code of principles and best practices of corporate governance, and other laws, regulations and rules applicable to the Company.
During the fiscal year ended on December 31^st^, 2025, the corporate practices committee adopted resolutions on: (i) January 17^th^, 2025 and (iii) September 29^th^2025.
The relevant matters attended and with respect to which this corporate practice committee issued a resolution and/or a recommendation to the board of directors of the Company, were the following:
| I. | Analysis of the operating mechanism of Vesta's Long-Term Plan, for the period 2024-2028 |
|---|---|
| II. | Compensation for 2025 for the executive chairman of the board of directors. |
| --- | --- |
| III. | Compensation for 2025 and 2026 for the CEO |
| --- | --- |
| IV. | Executive Compensation within the LTI Plan by 2025 |
| --- | --- |
| V. | Grant of powers of attorney to amend the trust agreement of the Vesta Long-Term Plan. |
| --- | --- |
| VI. | Review of Compliance area report. |
| --- | --- |
During the fiscal year ended on December 31^st^, 2025, the committee did not receive any notice of transactions with parties related to the executives of the Company, nor did grant any waiver for the executives of the Company to benefit from business opportunities corresponding to the Company.
Mexico City, January 22^nd^, 2026.
/S/
Javier Mancera Arrigunaga
Chairman of the Corporate Practices Committee of
Corporación Inmobiliaria Vesta, S.A.B. de C.V.
2
Exhibit 99.6
Translation for InformationalPurposes Only
CORPORACIÓN INMOBILIARIA VESTA, S.A.B. DE C.V.
ANNUAL REPORT OF THE DEBT & EQUITY COMMITTEE
Fiscal Year of 2025
Dear shareholders and members of the Board of Directors of Corporación Inmobiliaria Vesta, S.A.B. de C.V:
The undersigned in my character of chairman of the Debt & Equity Committee of Corporación Inmobiliaria Vesta, S.A.B. de C.V. (the “Company”), hereby submit the annual activity report of the committee I chaired during the fiscal year ended on December 31^st^, 2025.
During the fiscal year of 2025, the Debt & Equity was integrated as follows:
| Member | Position | Character |
|---|---|---|
| José Manuel Domínguez Díaz Ceballos | Chairman | Independent Member |
| Douglas M. Arthur | Member | Independent Member |
| Manuela Molina Peralta | Member | Independent Member |
| Lorenzo Manuel Berho Corona | Member | Executive Chairman of the Board of Directors |
The debt and equity committee acted in accordance with the guidelines established by the Board of Directors of the Company when incorporating said committee, and during the fiscal year of 2025, its members by unanimity recommended the board of directors to approve the issuance of debt by the Company, through a private offer in the United States of America and in other countries pursuant to Rule 144-Q and Regulation “S” of the Securities Law of the United States of America or 1933.
During the fiscal year of 2025, we had no knowledge of any breach of the guidelines and financing policies of the Company.
The committee ensured that the financing and capital obtained by the Company during fiscal year 2025 was consistent with the Company's medium and long-term strategic plans.
Sincerely.
Mexico City, January 22, 2026
/s/
José Manuel Domínguez Díaz Ceballos
President of the Debt & Equity Committee
Exhibit 99.7
Translation for InformationalPurposes Only
CORPORACIÓN INMOBILIARIA VESTA, S.A.B.DE C.V.
ANNUAL REPORT OF THE ETHICS COMMITTEE
Fiscal Year of 2025
Dear members of the board of directors of Corporación Inmobiliaria Vesta, S.A.B. de C.V.:
The undersigned in my character of chairman of the ethics committee of Corporación Inmobiliaria Vesta, S.A.B. de C.V. (the “Company”), hereby submit to your consideration the annual report of the ethics committee for the fiscal year ended on December 31^st^, 2025.
During the fiscal year ended on December 31^st^, 2025, the committee comprised as follows:
| Member | Title | Character |
|---|---|---|
| José Antonio Pujals Fuentes | President | Independent Board Member |
| Daniela Berho Carranza | Member | Patrimonial Board Member |
| Elías Laniado Laborin | Member | Independent Board Member |
| Alfredo Marcos Paredes Calderón | Member | Executive |
| Alejandro Pucheu Romero | Member | Executive |
The activities of the ethics committee during the fiscal year of 2025 were performed in accordance with the resolutions of the board of directors incorporating this committee and according to the provisions of the ethics code of the Company.
During the fiscal year ended on December 31^st^, 2025, the members of the ethics committee gathered (i) on February 19^th^, and (ii) on August 20^th^.
At such meetings the committee resolved the following matters:
| 1) | Reviewed the Compliance Plan 2024-2025. |
|---|---|
| 2) | Established the roles and responsibilities of the Compliance area and of the committee; and |
| --- | --- |
| 3) | Attended and resolved on a complaint received through the complaint channel of the Company. |
|---|
Also, the members of the ethics committee actively participated with the Compliance Officer in the preparation, update and review of several policies of the Company.
The committee, acting through Mr. Alfredo Paredes, kept close contact with the members of the “embassadors” program to give permanent follow up to the concerns of the collaborators in the different regions, and without finding any issue requiring the direct attention of the ethics committee.
Mexico City, January 20, 2026.
/S/
Mr. Jose Antonio Pujals Fuentes
Chairman of the Ethics Committee of
Corporación Inmobiliaria Vesta, S.A.B. de C.V.
2
Exhibit 99.8
Translationfor Informational Purposes
CORPORACIÓN INMOBILIARIA VESTA, S.A.B. DE C.V. ANNUAL REPORT OF THE INVESTMENT COMMITTEE
Fiscal year 2025
Dear shareholders and members of the board of directors of Corporación Inmobiliaria Vesta, S.A.B. de C.V:
The undersigned acting as president of the investment committee of Corporación Inmobiliaria Vesta, S.A.B. de C.V. (the “Company”), hereby submit to your consideration, the annual activity report of the investment committee during the fiscal year ended on December 31st, 2025.
During the fiscal year of 2025, the investment committee was integrated as follows:
| Member | Office | Character |
|---|---|---|
| Douglas M. Arthur | President | Independent Board Member |
| Stephen B. Williams | Member | Independent Board Member |
| Lorenzo Manuel Berho<br><br> <br><br><br> <br>Corona | Member | Executive Chairman of the<br><br> <br>Board of Directors |
| Craig Wieland | Member | Independent Board Member |
| Manuela Molina Peralta | Member | Independent Board Member |
The performance of the investment committee during the fiscal year of 2025 was according with the applicable rules set forth by the board of directors.
During the fiscal year ended on December 31st, 2025, the investment committee met twice on: *(i)*June 30th and (ii) November 14th.
The investment committee focused on (1) approving and/or recommending the board of directors to approve the acquisition of new land for future developments in the different regions where the Company has presence, *(2)*approving the development of infrastructure within its land reserves, and (3) approving the development of inventory and built to suit buildings within its land reserves.
During 2025, the investment committee approved projects for the amounts set forth in each case:
| Type of Investment | Amount |
|---|---|
| Land acquisition | US$238,610,000 |
| Recommendations to the board to approve<br><br> <br><br><br> <br>land acquisitions | US$206,300,000 |
| Development of infrastructure | US$147,910,000 |
| Development of inventory buildings | US$51,820,000 |
| Total amount approved | US$438,340,000 |
Mexico City, January 19th, 2026
/S/ Douglas M. Arthur
President of the Investment Committee of Corporación Inmobiliaria Vesta, S.A.B. de C.V.
2
Exhibit 99.9
Translation for Informational Purposes Only
CORPORACIÓN INMOBILIARIA VESTA, S.A.B. DE C.V.
ANNUAL REPORT OF THE ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE
Fiscal Year of 2025
Dear shareholders and members of the Board of Directors of Corporación Inmobiliaria Vesta,
S.A.B. de C.V.:
The undersigned, as president of the Environmental, Social and Governance Committee of Corporación Inmobiliaria Vesta, S.A.B. de C.V. (the “Company”), by this means submit to your consideration the annual activities report of the committee which I presided during the fiscal year ending on December 31st, 2025.
During the fiscal year of 2025, the committee was integrated as follows:
| Member | Position | Quality |
|---|---|---|
| Jorge Alberto de Jesús<br><br> <br><br><br> <br>Delgado Herrera | President | Independent Board<br><br> <br>Member |
| José Manuel Domínguez Díaz Ceballos | Member | Independent Board<br><br> <br>Member |
| Loreanne Helena García<br><br> <br><br><br> <br>Ottati | Member | Independent Board<br><br> <br>Member |
| Daniela Berho Carranza | Member | Patrimonial Board Member |
| Lorenzo Manuel Berho<br><br> <br><br><br> <br>Corona | Member | Patrimonial Board Member |
The activities of the committee during the fiscal year of 2025 were carried out based on the commitment of client and shareholder satisfaction, the interest for our collaborators and the community in general, compliance of environmental laws in all regions in which we operate, and strict ethics guidelines with the aim of achieving economic and social development, as well as care for the environment, as a fundamental element of our competitivity.
During the fiscal year ended on December 31st, 2025, the committee met on 1 (one) occasion, on December 17th, 2025, session in which the progress of the different programs developed by the Company was reviewed, as well as the exercise of the corresponding budgets.
The following are the activities carried out during fiscal year 2025:
| · | The results of the indices in which we participated in 2025: |
|---|
| INDEX | QUALIFICATION 2025 |
|---|---|
| CSA | 67 |
| EcoVadis | In process |
| Pacto Mundial | Advance |
| S&P/BMV Total ESG Index | Fifth consecutive year as part of the index |
| CDP | B General<br><br> <br>B in Water |
| UN PRI | Policy Governance and Strategy: 92 points<br><br> <br><br><br> <br>Direct – Real Estate: 93 points<br><br> <br><br><br> <br>Confidence Building Measures: 81<br><br> <br><br><br> <br>points |
| AMAFORE | NO QUALIFICATION |
| MSCI | AA |
| GRESB | 67 |
| S&P Yearbook | Part of the Index |
In addition to these indexes, we are part of:
| · | **WEPs (Women’s Empowerment Principles):**As official signatories of the UN Women’s Empowerment Principles. |
|---|---|
| · | Target Gender Equality: Which promotes gender equality in companies. |
| --- | --- |
| · | **Participation in the “**GlobalSyndicated Sustainable Credit Facility”: As part of the KPIs<br>with the IFC, the following documents were delivered on time: |
| --- | --- |
| · | Biodiversity Policy |
| --- | --- |
| · | Biodiversity Protocol |
| --- | --- |
| · | Manual ESG |
| --- | --- |
| · | Health and Safety Policy |
| --- | --- |
| · | Safety Protocol |
| --- | --- |
| · | Land Acquisition Protocol |
| --- | --- |
| · | Community Engagement Protocol |
| --- | --- |
| · | Work continues with the IFC for an extension of an additional 6 months, at no cost,<br>for the accompaniment that will help to comply with the roadmap towards the Decarbonization of Vesta. |
| --- | --- |
Among the general advances for 2025 are:
Corporate Governance:
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| · | ESG Objectives Evaluation:<br>Within the employee performance evaluation, a specific objective related to ESG with financial impact was included, at all levels of the<br>organization. |
|---|---|
| · | Adjustment of the ESGManagement System Model, where ESG policies, manuals, protocols and procedures were updated and created, aligning them with<br>the IFC Performance Standards. |
| --- | --- |
| · | Work is being done with the Compliance area to strengthenthe ethical line for the follow-up of complaints on human rights, social and environmental issues. |
| --- | --- |
| · | Implementation of the Sustainable Taxonomy 2024. |
| --- | --- |
| · | The process of Alignmentwith the IFRS standards on ESG (NS1 and NS2) began, based on the new requirement of the Mexican Stock Exchange and the CNBV. |
| --- | --- |
Environmental:
| · | The roadmap<br>to achieve the Decarbonization process of Vesta and its stakeholders<br>by 2050 continued. |
|---|---|
| · | Carrying out environmental life cycle analysis in 11 buildings based on the SBTis<br>guidelines, for the integration of embedded carbon or embodied carbon measurement. |
| --- | --- |
| · | Energy analysis was proposed by building. |
| --- | --- |
| · | Continuation of the creation ofVesta's Environmental Management System, based on ISO 14001, carrying<br>out: |
| --- | --- |
| · | Waste Collection Programs in Parks and offices; as well as to register with authorities as generators<br>of solid, urban and hazardous waste. |
| --- | --- |
| · | Legal Requirements Matrices for each park and offices and; |
| --- | --- |
| · | Emergency Plans by park and offices. |
| --- | --- |
Social:
| · | 100% of the socialorganizations with which Vesta works, have been audited in fiscal, legal and accounting matters, which made it possible to<br>identify improvement areas and strengthening of the organization's internal controls. Based on the audits carried out, a specific development<br>plan was carried out for each organization and work was carried out jointly with each of them on the findings found. |
|---|---|
| · | A 5-month seminar entitled "Strengthening CSO´s" was held, with<br>the aim of contributing to the organizational structure of civil societies. |
| --- | --- |
| · | The Exit Protocol oftwo civil organizations was carried out, due to the negative scenarios they showed in their evaluations. |
| --- | --- |
| · | Achieved 299 hoursof face-to-face and professional volunteering with the participation of 70 collaborators in 7 projects. |
| --- | --- |
| · | Implementation of Vesta'sTheory of Change in two civil society organizations, reinforcing Vesta's commitment to strategic, measurable, and high-impact<br>social investment. |
| --- | --- |
3
| · | Based on the risksrelated to human rights identified in the 2023 analysis, various specific actions were developed for their mitigation, among<br>which are: |
|---|---|
| · | The creation of the Land Acquisition Protocol and the Community Relations Protocol<br>– which are being implemented in various Vesta projects, such as: San Nicolás and Vesta Park Juárez Oriente II, among<br>others. |
| --- | --- |
| · | Inclusion of the Sustainable Clause in the Maintenance Manuals of the buildings<br>where recommendations are established in this matter. |
| --- | --- |
| · | As part of the Internal Civil Protection Plans (PIPC´s), tenants were asked<br>for PIPC´s and Operating Licenses, to verify their health and safety measures in their processes. |
| --- | --- |
| · | In terms of Health and Safety: |
| --- | --- |
| · | The Health and Safety Policy for Vesta were created. |
| --- | --- |
| · | The Health and Safety Regulations for Vesta Contractors and Project Managers were created, along with<br>the training of these groups for its implementation. |
| --- | --- |
| · | Occupational Risk Analysis, based on NOM-030-STPS-2009 in joint work |
| --- | --- |
with the company Mercer.
| · | Implementation of PIPCs in parks and offices. |
|---|---|
| · | The implementation of the Social Investment Projects continues, and some relevant<br>data are: |
| --- | --- |
| · | 100% of the regions have social projects |
| --- | --- |
| · | 8 Social Investment projects |
| --- | --- |
| · | 9 states of the Mexican Republic |
| --- | --- |
| · | 3,165 beneficiaries in total |
| --- | --- |
Sustainability Business
| · | As part of the Responsible Investment Process: |
|---|---|
| · | 4 Flora and Fauna Rescue programs were carried out, as part of our Biodiversitystrategy, in the following parks: |
| --- | --- |
| · | Megaregion 2 |
| --- | --- |
| · | Vesta Park Juárez Oriente II |
| --- | --- |
| · | St. Nicholas |
| --- | --- |
| · | La Palma MTY |
| --- | --- |
| · | Social Analysis. To identify relevant<br>actors and establish action plans with each of them, in the following regions: |
| --- | --- |
| 1. | The San Nicolas development in Monterrey, N.L. |
| --- | --- |
| 2. | The Paso del Norte development in Ciudad Juárez, Chihuahua. |
| --- | --- |
| · | In 2025, the ESG area carried out the following trainings: |
| --- | --- |
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| · | Diversity, Equity and Inclusion; Training of Brigades in offices and Parks; Integrated Management of<br>Waste and Biodiversity and its impact on the Sector, with a total of |
|---|
260.7 hours of training given.
| · | ESG Supplier Evaluation and Development Program,<br>which consists of detecting opportunities for improvement and training suppliers to whom request and require it. |
|---|---|
| · | During 2025, 13 suppliers were evaluated out of the 16 called, that is, 81% of the chosen sample. |
| --- | --- |
| · | The improvements implemented in the Development Program by each of the evaluated suppliers were 70%. |
| --- | --- |
Mexico city, January 22nd, 2026
/s/
Jorge Alberto de Jesús Delgado Herrera
President of the Environmental, Social and Governance Committee
5
Exhibit 99.10
Translation forInformational Purposes Only
CORPORACIÓN INMOBILIARIA VESTA, S.A.B. DE C.V.
REPORT OF THE EXECUTIVE CHAIRMANOF THE BOARD OF DIRECTORS
Dear members of the Board of Directors of Corporación Inmobiliaria Vesta, S.A.B. de C.V: The undersigned in my character of executive chairman of the Board of Directors of
Corporación Inmobiliaria Vesta, S.A.B. de C.V. (“Vesta”), hereby submit to your consideration my annual activity report for the period from January 1st to December 31st, 2025.
| I. | Board of Directors and Committees |
|---|
The board of directors has continued improving its processes and protocols to comply with the requirements of Vesta as a listed company in the NYSE.
During recent years a platform has been put in place to improve the effectiveness, efficiency and strategic focus of the processes of the board of directors to continue improving. According to the information obtained with the assistance of an advisor, we have concluded that the preparation of the members of the board of directors is now 9.5 out of 10.
As executive chairman one of my duties is to assure that the board of directors constitutes a strategic asset of Vesta, always oriented to value creation through an improved supervision, better dialogue and effective decision making.
The members of the board of directors contribute in many ways other than only participating in the board meetings, and the process that has been implemented is designed to promote this contribution while increasing the standard of how the time of the board members is used.
Finally, the 2025 board evaluation delivered tangible evidence of the search for a higher standard in the future. Therefore, the board of directors has improved its capacities to adopt better decisions at the speed required by Vesta.
| II. | Investor’s Events |
|---|
a) Participation in meetings with major investors, financial institutions and analysts.
| III. | Participation in Strategic Issues |
|---|---|
| a) | Participation and opinion related to strategic projects for Vesta. |
| --- | --- |
| b) | Participation within the executive committees of New Business and Portfolio of Vesta. |
| --- | --- |
| IV. | Public Relations |
| --- | --- |
| a) | Representation of Vesta at several events. |
| --- | --- |
| b) | Participation Vesta’s social responsibility events. |
| --- | --- |
| V. | Other Activities |
|---|---|
| a) | Participation as member of the national directive board of COMCE |
| --- | --- |
| b) | Participation as member of AMPIP ‘s (Asociación Mexicana de Parques Industriales)<br>board, acting as former president of the association. |
| --- | --- |
| c) | Participation as president of the COMCE Mexico-Germany bilateral committee. |
| --- | --- |
| d) | Participation at the board of Anahuac University - Engineering School. |
| --- | --- |
| e) | Meetings with former presidents and the board of the AMPIP with the Secretary of Economy to strengthen<br>Mexico’s position in the United States. |
| --- | --- |
| f) | Participation at the Consultive Board of Virtus (Family Office). |
| --- | --- |
| g) | Participation in the event “The Year Ahead” by Bank of America. |
| --- | --- |
| h) | Le Bourget – Airshow in France. |
| --- | --- |
| i) | Participation in the monthly board of YPO/Gold Mexico. |
| --- | --- |
| j) | Attendance to the 70th anniversary of YCH Asian logistics company and visit to Supply Chain City in<br>Singapore. |
| --- | --- |
| k) | National convention of AMPIP in Cancún |
| --- | --- |
| l) | Session with several New York developers at the New York Stock Exchange |
| --- | --- |
Finally, the undersigned has continued working according to the guidelines set forth by the board of directors during the meeting held on July 2018, and actively participating with the management in the strategic planning for Vesta.
Mexico City, January 29th, 2026.
/S/
Mr. Lorenzo Manuel Berho Corona
Executive Chairman of the Board of Directors of Corporación Inmobiliaria Vesta, S.A.B. de C.V.
2
Exhibit 99.11
CEOBOARD REPORT
4Q2024Executive Summary
February 19, 2026
Resilience as a Strategic Imperative for Long-Term Value
The close of 2025 marked the end of a long-standing geopolitical era, with 2026 unfolding at the intersection of heightened uncertainty and structural transition. Geopolitical realignment, the potential evolution of the USMCA, accelerating regionalization, and the shift from analytical to operational digitization are reshaping how capital, supply chains, and production are organized across the global economy. Against this backdrop, Mr. Trump’s approach to strenghtening the Western Hemisphere translated into an increased economic leverage over allies, stricter migration control, efforts to counter China’s growing presence in Latin America and the reframing of USMCA as a strategic tool, introduces meaningful challenges and volatility for our sector.
Against this backdrop, Mexico enters 2026 with a resilient and uniquely strategic role within North America’s industrial and logistics ecosystem. Even in a scenario where the USMCA is weakened, redefined or subject to greater political conditionality, Mexico’s position remains supported by deeply integrated production networks, increasing requirements for supply-chain resilience, and the continued advance of operational digitization across manufacturing and logistics. That said, the prospect of USMCA renegotation, security and rule-of-law concerns, among others, represent material challenges that will shape the operating environment in the year ahead.
As geopolitical tensions persist and uncertainty remains elevated, resilience has become a strategic imperative to protect value and support durable, long-term competitive advantage. Vesta’s strategy remains focused on preparing for the future by leveraging our experience to continuously raise quality standards, enhance execution, and further differentiate our industrial parks in a market where scale, reliability, and operational excellence are increasingly critical.
Performancehighlights
| · | The<br> year proved to be a test of discipline and adaptability. It began with elevated uncertainty<br> and slower activity, but conditions improved as the year progressed. In this environment,<br> disciplined execution enabled us to lease |
|---|
1.9 million square feet of vacant space, strengthening our market position while maintaining healthy retention rates of approximately 76% and completing nearly 5.0 million square feet of renewals- the highest level achieved the past three years. While leasing activity was slower than initially anticipated, portfolio occupancy remained resilient at 93.6%, reflecting the quality of our assets and the strength of our client relationships.
| · | During<br> 2025, we executed a disciplined land acquisition strategy, acquiring a total of 600 acres<br> that will allow us to build at least 9 million sf of gross leasable area, securing the execution<br> of our 2030 strategic plan in Mexico City, Guadalajara and Monterrey, as well as in Ciudad<br> Juárez. As a result, today we’re in a privileged position to develop best-in-class<br> industrial parks in Mexico’s most dynamic and strategically relevant markets. |
|---|---|
| · | During<br> 2025, the development pipeline was 800,000 sf, reflecting the Company’s careful approach<br> to developing in a tough year. |
| --- | --- |
Financialhighlights
| · | We<br> proactively accessed the capital markets to further strengthen our balance sheet and enhance<br> financial flexibility, positioning the Company to execute through the cycle and into the<br> next phase of growth. |
|---|---|
| · | On<br> September 30, 2025, we successfully issued US$ 500 million of senior unsecured notes due<br> 2033 at a fixed interest rate of 5.50%. The transaction strengthened our balance sheet, extended<br> our debt maturity profile, and advanced our transition towards a fully unsecured capital<br> structure. The issuance was rated BBB-/Positive by both S&P Global Ratings and Fitch.<br> Proceeds are being used, in part, to prepay existing debt. |
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| · | Subsequently,<br> on October 9, 2025, we repaid our Metlife II credit facility and related incremental facility<br> totaling US$176.6 million. We continue to prepay secured indebtedness and we paid our Metlife<br> III credit during the first quarter of 2026, which will leave the Company with no secured<br> debt outstanding. |
| --- | --- |
| · | Vesta<br> delivered solid performance in 2025, reflecting the resilience of our business model in a<br> challenging operating environment. Total revenues increased to US$ 283.2 million, while rental<br> revenues reached US$ 273.6 million, representing year-over-year growth of 11.8% and exceeding<br> the upper end of our full-year guidance range of 10% to 11%. |
| --- | --- |
2
| · | In<br> the fourth quarter, total revenues were US$ 76.4 million, with rental revenues of US$ 73.4<br> million, increasing 16.0% compared to the same period last year and underscoring the continued<br> strength of our core portfolio. |
|---|---|
| · | On<br> a full-year basis, net operating income totaled US $259.4 million, representing year-over-year<br> growth of 12.0%, with an NOI margin of 94.8%, exceeding our full-year guidance of 94.5%.<br> In the fourth quarter, NOI reached US $69.4 million, with a margin of 94.6%, reflecting strong<br> growth of 17.1% compared to the prior-year quarter. |
| --- | --- |
| · | Full<br> year EBIDTA totaled US$ 231.1 million, increasing 13.1% year over year, with an EBITDA margin<br> of 84.4%, in line with our revised guidance of 84.5%. In the fourth quarter, EBITDA reached<br> US$ 61.1 million, with an 83.3% margin, representing an increase of 18.2% versus the prior<br> year quarter. |
| --- | --- |
| · | For<br> the full year, Vesta FFO totaled US$ 174.9 million, representing a 9.2% increase compared<br> to 2024. In the fourth quarter, FFO reached US$ 39.3 million, compared to US$ 41.1 million<br> in the prior quarter, reflecting a 4.3% decline. |
| --- | --- |
Closingremarks
Driven by an experienced and proactive leadership team, a clearly defined strategy, and a deep understanding of client needs, Vesta is well positioned to execute through a resilient portfolio anchored by AAA clients, disciplined capital allocation, and strong contractual terms.
This year, we will move forward with new developments, by investing upfront in critical infrastructure, including utilities and energy, to accelerate execution and capture growing demand. We will continue to deploy capital in Mexico’s most attractive logistics and manufacturing markets, supported by structural trends such as the sustained growth of e-commerce and the ongoing evolution of global supply chains. The consistently high quality of our Vesta Parks is a clear competitive advantage. Maintaining the highest standards of design, sustainability, and execution is central to our strategy, as demonstrated by projects that have earned global recognition, including the GRI Global Award. This is how we will continue to build: with discipline, long-term vision, and an unwavering commitment to excellence that reinforces Vesta’s leadership.
Thank you for your continued support,
Lorenzo D. Berho, CEO
3
Exhibit 99.12
April 22^nd^, 2026
Comisión Nacional Bancaria y de Valores
Insurgentes Sur No. 1971
Col. Guadalupe Inn
01020 Ciudad de México
Bolsa Mexicana de Valores, S.A.B. de C.V.
Reforma No. 255, Mezzanine
Colonia Cuauhtémoc
06500, Ciudad de México
NEW YORK STOCK EXCHANGE
Re: Declaration referred to in article 32 of the General Provisions applicable to Entities and Issuers supervised by the National Banking and Securities Commission that hire external audit services of basic financial statements.
The undersigned, Lorenzo Dominique Berho Carranza, Juan Felipe Sottil Achutegui and Alejandro Pucheu Romero, representatives of the Company CORPORACIÓN INMOBILIARIA VESTA, S.A.B. DE C.V., ("Vesta"), we appear to comply with the provisions of article 32 of the General Provisions applicable to Entities and Issuers supervised by the National Banking and Securities Commission that hire external audit services of Financial Statements Basic (the "Provisions"), since our client has the status of Issuer according to the records that exist both in that commission and in the Mexican Stock Exchange. The terms used with an initial capital letter will have the same meaning attributed to them in the Provisions.
In this regard, the undersigned, as responsible for initialing the Basic Financial Statements approved in terms of the provisions that are applicable to the Issuer, within the scope of our respective functions, declare, under oath of truth:
i) That we have reviewed the information presented in Vesta's audited Basic Financial Statements.
ii) That the audited Basic Financial Statements do not contain information on false facts, nor have we omitted any relevant fact or event, that is to our knowledge, that could be necessary for their correct interpretation in light of the provisions under which they were prepared.
iii) That the audited Basic Financial Statements and the additional information thereto fairly present, in all material respects, the financial situation and results of operations of Vesta and its subsidiaries.
iv) That internal controls have been established and maintained, as well as procedures related to the disclosure of relevant financial information.
v) That we have designed internal controls with the objective of ensuring that important aspects and information related to Vesta and its subsidiaries are made known to management.
vi) That we have revealed to the Galaz, Yamazaki, Ruiz Urquiza, S.C. office (member firm of Deloitte Touche Tohmatsu Limited in Mexico), as the firm in charge of providing external audit services to Vesta and its subsidiaries, as well as to the audit committee, through timely communications, the significant deficiencies detected in the design and operation of the control internal that could adversely affect, among others, the function of recording, processing and reporting Vesta's financial information; and
vii) That we have disclosed to the firm that provides the independent external audit services and, where applicable, to the audit committee, any alleged fraud or irregularity that comes to our knowledge and involves management or any other employee who plays an important role, related to internal controls.
Regards
Corporación Inmobiliaria Vesta, S.A.B. de C.V.
| /s/ Lorenzo<br> Dominique Berho Carranza | /s/ Juan Felipe<br> Sottil Achutegui |
|---|---|
| Lorenzo Dominique Berho<br> Carranza | Juan Felipe Sottil Achutegui |
| CEO | CFO |
/s/ Alejandro Pucheu Romero
Alejandro Pucheu Romero
CLC