The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements, the notes thereto included elsewhere in this Annual Report and the information presented under “Presentation of Financial and Other Information” and “Summary Consolidated Financial Information and Operating Data.” All financial information included in this Annual Report, unless otherwise indicated, is presented in U.S. dollars and has been prepared in accordance with IFRS Accounting Standards. This Annual Report contains forward-looking statements that reflect our plans, estimates and beliefs, and involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Annual Report, particularly under “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” In addition to the other information in this Annual Report, investors should consider carefully the following discussion and the information set forth under “Risk Factors” before investing in our common shares or ADS. 72 Table of Contents A. Operating Results Overview We are a fully integrated, internally managed real estate company that owns, manages, develops and leases industrial properties in Mexico. We have significant development experience and capabilities, focused on a single real estate segment composed of industrial parks and industrial buildings in Mexico. With an experienced management team, we strive to achieve excellence in the development of industrial real estate and to generate efficient and sustainable investments. We offer our world-class clients strategic locations across sixteen Mexican states located in the most developed industrial areas, with a growing portfolio of our developments built according to eco-efficient standards. As of December 31, 2025, our portfolio was comprised of 231 buildings with a total GLA of 42,954,022 square feet (3,990,559 square meters), and a stabilized occupancy rate of 93.6%. Our GLA has grown 77.2x since we began operations in 1998, representing a CAGR of 10.3% since our initial public offering in 2012. Our facilities are located in strategic areas for light-manufacturing and logistics in the Northwest, Northeast, Bajío-North, Bajío-South and Central regions of Mexico. The quality and geographic location of our properties are key to optimizing our clients’ operations, and constitute a crucial link in the regional supply chain. Since our inception in 1998, we have grown from a private to a public company and evolved from a high-growth industrial real estate developer into an industrial real estate asset manager with strong development capabilities, with a high-quality portfolio and an extensive development pipeline. As we continue to evolve, we seek to become a world-class fully integrated industrial real estate company, striving to adhere to the highest standards available worldwide. We believe that we grew our business and created value for our shareholders from 2014 to 2019 through the implementation of our Vision 2020 strategic plan. In 2019, we then implemented our “Level 3 Strategy” for the years 2019 to 2024. In November 2024, we presented to shareholders our new "Route 2030" strategy, which will continue building on the pillars of the Level 3 Strategy. We are aiming to maximize growth in Vesta FFO by implementing this strategy, based on five strategic pillars: (i) manage, maintain and broaden our current portfolio, (ii) invest in and/or divest properties for ongoing value creation, (iii) strengthen our balance sheet and expand funding sources and maturities, (iv) strengthen our organization to successfully execute our strategy, and (v) become a category leader in ESG, embedding our sustainability practices throughout our business model. For more information, see “Business—Our Route 2030 Strategy.” Our profit for each of the years ended December 31, 2025, 2024 and 2023 was US$241.9 million, US$ 223.3 million and US$316.6 million, respectively. Our profit for the year has increased 5.9x since 2012, growing at a CAGR of 14.7% from 2012 to 2025 and increasing 8.3% from 2024 to 2025. Our basic earnings per share have increased 2.0x since 2012, growing at a CAGR of 5.6% from 2012 to 2025 and increasing 11.2% from 2024 to 2025. Vesta FFO per share has increased 3.5x since 2012, growing at a CAGR of 10.2% from 2012 to 2025 and 11.7% from 2024 to 2025. Our total GLA has grown 3.6x since 2012, growing at a CAGR of 10.3% from 2012 to 2025 and 6.6% from 2024 to 2025. In addition, Adjusted NOI has grown at a CAGR of 13.8% from 2012 to 2025 and 12.1% from 2024 to 2025. For a reconciliation of Vesta FFO and Adjusted NOI to the nearest IFRS Accounting Standard measure, see Item 5A. “Operating and Financial Review and Prospects—Operating Results—Non-IFRS Financial Measures and Other Measures and Reconciliations.” Our properties provide innovative and customer-tailored real estate solutions to respond to our clients’ specific needs, as well as to adapt to industry trends that we identify in our markets. We selectively develop light-manufacturing and distribution centers and BTS Buildings, which are tailored to address the specific needs of clients or a particular industry. Our properties allow for modular reconfiguration to address specific client needs, ensuring that a facility can be continuously transformed. Working closely with our clients on the design of these bespoke properties also allows us to stay abreast of and anticipate industry trends. In addition to tailor-made solutions in proven industrial areas, we also develop Inventory Buildings, which are built without a lease signed with a specific customer and are designed in accordance with standard industry specifications. Inventory Buildings provide sufficient space for clients that do not have the time or interest to build BTS Buildings. We adjust our building mix to cater to real estate demands of current and prospective clients by monitoring our clients’ and their sectors’ needs. We believe that we are one of the only fully vertically integrated and internally managed Mexican industrial real estate companies that owns, manages, develops and leases industrial properties, on a large scale in Mexico, which we believe differentiates us from our competitors. Our business is focused on developing our industrial properties, seeking to incorporate global quality standards to develop high-specification assets that are comparable with properties in other jurisdictions, with internal processes that minimize delivery times and costs. We focus on the development and management of our properties by contracting all construction, design, engineering and project management services and related works to third parties that are both experienced as well as known to us. By using high-quality contractors and 73 Table of Contents service providers with long track-records and awarding contracts through bidding processes, we seek to mitigate contractor risk and foster competition, lowering our costs, increasing the quality of our buildings and providing competitive alternatives for our current and future clients. Our bidding processes are conducted in accordance with procedures that comply with the International Standard ISO 9001:2008, a certification we obtained in 2011. The standard was updated in 2015 to ISO 9001:2015, and we subsequently obtained certification under the updated standard, which focuses on risk mitigation and quality management systems. Our certification was most recently renewed in 2023 and is valid until 2026. We are currently preparing the documentation and processes for review by an external auditor in accordance with ISO 9001:2015 in order to extend the certification for an additional three-year period. The following table presents a summary of our real estate portfolio as of December 31, 2025, 2024 and 2023: As of December 31, 2025 2024 2023 Number of real estate properties 231 224 214 GLA (sq. feet)(1) 42,954,022 40,299,964 37,354,498 Leased area (sq. feet)(2) 38,538,916 37,641,031 34,876,081 Number of tenants 181 192 187 Average rent per square foot (US$ per year)(3) 5.9 5.8 5.4 Weighted average remaining lease term (years) 4.8 4.8 4.9 Collected rental revenues per square foot (US$ per year)(4) 6.5 5.7 5.4 Stabilized Occupancy rate (% of GLA)(5) 93.6% 95.5% 96.7% _______________ (1)Refers to the total GLA across all of our real estate properties. (2)Refers to the GLA that was actually leased to tenants as of the dates indicated. (3)Calculated as the annual base rent as of the end of the relevant period divided by the GLA. For rents denominated in pesos, annual rent is converted to US$ at the average exchange rate for each quarter. (4)Calculated as the annual income collected from rental revenues during the relevant period divided by the square feet leased. For income collected denominated in pesos, income collected is converted to US$ at the average exchange rate for each quarter. (5)We calculate stabilized occupancy rate as leased area divided by total GLA. We deem a property to be stabilized once it has reached 80.0% occupancy or has been completed for more than one year, whichever occurs first. Basis for the Preparation of Our Financial Information Our financial statements included in this Annual Report have been prepared in accordance with IFRS Accounting Standards on the historical cost basis except for investment properties and financial instruments that are measured at fair value at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, we take into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in our financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, Share-based Payments. In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: •Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities that we can access at the measurement date; •Level 2 fair value measurements are those derived from inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and 74 Table of Contents •Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data. Principal Factors Affecting Our Results of Operations Macroeconomic Conditions Our business is closely tied to general economic conditions in Mexico and, to a lesser extent, the United States and elsewhere. As a result, our financial and operating performance, the value of our portfolio and our ability to implement our business strategy may be affected by changes in national and global economic conditions. The performance of the real estate markets in which we operate tends to be cyclical and is related to the perceptions of investors of the overall economic outlook. Rising interest rates, declining demand for real estate or periods of general economic slowdown or recession have had a direct negative impact on the real estate market in the past, and a recurrence of these conditions could result in a decrease in our revenues. All of our operations are conducted in Mexico and are dependent upon the performance of the Mexican economy. As a result, our business, financial condition, results of operations and prospects may be affected by the general condition of the Mexican economy, the devaluation of the peso as compared to the U.S. dollar, price instability, inflation, interest rates, changes in regulation, taxation, social instability and other political, social and economic developments in or affecting Mexico, over which we have no control. Decreases in the growth rate of the Mexican economy, periods of negative growth and/or increases in inflation or interest rates may result in lower demand for our services and products, lower real pricing of our services and products or cause a shift to lower margin services and products. In the past, Mexico has experienced both prolonged periods of weak economic conditions and deteriorations in economic conditions that have had a negative impact on our business. We cannot give any assurance that those conditions will not return in the future or that, if they do, they will not have a material adverse effect on our business, financial condition, results of operations and prospects. For more information on these risks, see Item 3D. “Risk Factors—Risks Related to Mexico.” Rental Income Our primary source of revenues is the rental income received from customers under operating leases. The amount of rental income generated by the properties that comprise our portfolio depends primarily on our ability to (i) maintain our current occupancy rates, (ii) lease currently available space and space that becomes available from lease terminations and (iii) acquire or develop new properties or expand existing properties. As of December 31, 2025, 2024 and 2023 our stabilized occupancy rate at our industrial buildings was 93.6%, 95.5% and 96.7%, respectively. The amount of rental income generated by our leased properties also depends on our ability to collect rent payments from our tenants pursuant to their leases, as well as our ability to increase our rental rates. In addition, increases in rental income will partially depend on our ability to acquire additional properties that meet our investment criteria and to develop those properties, as well as our ability to expand the GLA of our existing properties where possible. Positive or negative trends in our tenants’ businesses or in geographic areas where we operate could also impact our rental income in future periods. Lease Expirations Our ability to re-lease space promptly upon the expiration of a lease will impact our results of operations and is affected by economic and competitive conditions in the markets where we operate as well as the desirability of our individual properties. As of December 31, 2025, our leases scheduled to expire in 2026 represented 8.4% of our leased GLA. Market Conditions We plan to seek additional investment opportunities throughout Mexico, particularly within industrial and trade corridors. Positive or negative changes in market conditions will impact our overall performance. Future downturns in regional economic conditions affecting our target markets or downturns in the industrial real estate sector that impair our ability to enter into new leases and/or re-lease existing space and/or the ability of our tenants to fulfill their lease commitments, as in the event of their insolvency or bankruptcy, could adversely affect our ability to maintain or increase rental rates at our properties. 75 Table of Contents Competition We compete with a number of buyers, developers and operators of industrial properties in Mexico, many of whom offer products or may seek to purchase properties similar to ours in the same markets as ours. In the future, an increase in competition may diminish our opportunities to acquire a desired property on favorable terms or at all, and we may become displaced by our competitors. In addition, competition may affect the occupancy rates of our properties, and thus our financial results, and we may be pressured to reduce our rental rates below those we currently charge or to offer substantial rent abatements, improvements, early termination rights or favorable renewal options to tenants in order to retain them when their leases expire. Property Operating Costs Our property operating costs are largely composed of real estate taxes, insurance costs, maintenance costs and other property-related expenses. The majority of maintenance costs are passed on to the tenants and are paid by them in the form of regular maintenance fees. Accordingly, we do not report these maintenance costs under property operating costs. Most of our leases are double net leases, which means the tenant is responsible for insurance costs in addition to rent, or triple net leases where the tenant is responsible for the cost of insurance, real estate taxes and maintenance in addition to rent. Inflation For the year ended December 31, 2025, inflation growth rates slowed down slightly in comparison to those of 2024. Mexico’s annual rate of inflation, as measured by changes in the Mexican national consumer price index, calculated and published by the Mexican Central Bank and INEGI, was 3.7%, 4.2% and 4.7% as of December 31, 2025, 2024 and 2023, respectively. See Item 3D. “Risk Factors—Risks Related to Mexico—The rate of inflation in Mexico and the actions of the Federal Government to control it may have a negative impact on our investments.” Most of our leases contain provisions designed to mitigate the adverse impact of inflation. These provisions generally consider annual increases in rental rates using the applicable inflation rate for the last twelve months. The rent increase takes effect on each anniversary of a lease’s commencement date. Most of our leases provide a clean inflation cost pass-through, while others cap the annual increase at a specific level or provide for a fixed increase due to inflation. The applicable inflation rate depends on the currency of the lease: U.S. dollar-denominated leases are indexed to CPI and peso-denominated leases are indexed to INPC. However, because rent adjustments lag behind the actual increases in inflation, our margins may decrease during the period preceding the adjustment, but our costs will increase due to inflation. Moreover, under our leases we typically have exposure to increases in non-reimbursable property operating expenses, including expenses incurred related to vacant premises. In addition, we believe that some of the existing rental rates under our leases subject to renewal are below current market rates for comparable space and that upon renewal or re-leasing, those rates may be increased to be consistent with, or closer to, current market rates, which may also offset our exposure to inflationary expense pressures related to our leased properties. We also have exposure to inflation with respect to our development portfolio, as increases in materials and other costs related to our development activities make it more expensive to develop properties. With respect to our outstanding indebtedness, we periodically evaluate our exposure to interest rate fluctuations, and may enter into derivative transactions that attempt to mitigate, but do not eliminate, the impact of changes in interest rates on our variable rate loans. Description of Principal Line Items The following briefly describes the components of revenue and expenses as presented in our statement of comprehensive income. Revenues The primary source of our revenues comes from rental income which our customers pay to us under operating leases and are recorded on an accrual basis. We provide energy income and reimbursable building services pursuant to certain leases we have entered into. As a result, we may recover certain operating expenses with respect to our leased properties from time to time. Rental income under our financial statements includes those reimbursements. Property Operating Costs Property operating costs are composed of (i) real estate taxes, (ii) insurance costs, (iii) maintenance costs, (iv) energy costs, and (v) other property-related expenses. 76 Table of Contents Real estate taxes vary among the Mexican states based upon values determined by local authorities. Insurance costs relate to the insurance premiums we pay to our insurance providers for insurance policies relating to each of our real estate properties, which provide coverage for acts of God, third-party liability and business interruption losses, among others. Maintenance costs include costs associated with the structural maintenance of each of our industrial buildings. Energy costs include electricity usage by our tenants using our electricity delivery infrastructure. Other property-related expenses include lighting services on our properties, security services in the industrial parks we manage and on our vacant properties, legal fees for the collection of past due operating lease receivables from delinquent clients and fees we pay to industrial parks owned by third parties for certain services provided in those industrial parks. The allowance for operating lease receivables of doubtful recovery is created by our management upon their review of the age profile of accounts receivable and on a tenant-by-tenant basis depending on management’s assessment of each tenant’s likelihood to make rental payments on a timely basis. General and Administrative Expenses General and administrative expenses consist of the following: (i) marketing, advertising and promotion expenses, (ii) auditing and tax consulting expenses related to the review of our individual and consolidated financial statements, (iii) legal expenses for matters other than the collection of rental payments under lease agreements relating to our industrial properties, (iv) wages, salaries and bonuses that we pay to our employees, (v) employee benefits, and (vi) depreciation of office furniture. Other Income and Expenses Other income and expenses is composed of the following: •interest income: interest income consists of interest earned on our cash and cash equivalents; •other income: other income includes (i) nonrecurring insurance recoveries, (ii) non-tenant electricity charges and (iii) other miscellaneous items such as inflationary effect on tax recovery; •finance cost: interest expense primarily includes accrued interest on our debt and other financing-related expenses; •exchange gain: based on the primary economic environment in which we operate, our management has determined that the U.S. dollar is the functional currency of Vesta and all of its subsidiaries except for WTN, which considers the peso to be its functional currency. Therefore, exchange gain represents the effect of changes in exchange rates on monetary assets and liabilities denominated in pesos held by Vesta and all of its subsidiaries except for WTN. It also includes the effects of changes in exchange rates on U.S. dollar-denominated indebtedness and other monetary assets and liabilities of WTN. We recognize an exchange gain or loss depending on whether we hold monetary assets or liabilities denominated in pesos and whether the peso appreciates or depreciates against the U.S. dollar. •gain on revaluation of investment property: gain on revaluation of investment property is the gain derived as a result of changes in the fair value of our investment properties as determined by independent appraisers. The appraisals are performed on a quarterly basis. We record a gain on revaluation of investment property for a quarter in which the fair value of our properties increases as compared to the previous quarter, or a loss on revaluation of investment property if the fair value decreases; and •Other expenses: other expenses include (i) non-tenant electricity costs and (ii) other miscellaneous commissions and expenses paid. Profit for the Year Profit for the year is our profit before taxes, minus income taxes. Other Comprehensive Income (Loss) As mentioned above, WTN considers the peso to be its functional currency. Because our financial statements are presented in U.S. dollars, we are required to translate WTN’s financial information to U.S. dollars for recognition purposes. The exchange differences on translating WTN’s financial information are reported as other comprehensive income (loss) in accordance with IFRS Accounting Standards. 77 Table of Contents Results of Operations The following table presents data derived from our consolidated statement of comprehensive income for the years ended December 31, 2025, 2024 and 2023. For the Year Ended December 31, 2025 2024 2023 milllions of US$ Revenue: Rental income 283.2 252.0 213.4 Management fees 0.0 0.4 1.0 Property operating costs related to properties that generated rental income (24.1) (21.2) (13.5) Property operating costs related to properties that did not generate rental income (4.2) (3.3) (4.8) General and administrative expenses (35.5) (34.2) (31.7) Interest income 5.3 15.2 9.4 Other income 6.8 4.3 5.1 Other expenses (3.5) (5.2) (3.0) Finance costs (56.2) (44.3) (46.3) Exchange gain (loss) – net 10.1 (10.8) 8.9 Share of results of associates 0.0 0.0 0.0 (Loss) gain on sale and disposal of investment properties- net 0.0 2.6 (0.5) Gain on revaluation of investment property 52.1 270.7 243.5 Profit before income taxes 234.0 426.2 381.6 Current income tax expense (56.1) (31.9) (92.0) Deferred income tax benefit (expense) 64.1 (170.9) 27.0 Total income tax benefit (expense) 7.9 (202.8) (65.0) Profit for the period 241.9 223.3 316.6 Other comprehensive income (loss) – net of tax: Items that may be reclassified subsequently to profit or loss: Exchange differences on translating other functional currency operations 1.8 (13.2) 7.9 Total other comprehensive income 1.8 (13.2) 7.9 Total comprehensive income for the period 243.7 210.2 324.5 Basic earnings per share 0.2850 0.2563 0.4183 Diluted earnings per share 0.2809 0.2529 0.4118 Consolidated Statements of Profit and Other Comprehensive Income (Loss) Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 Revenues Rental income increased US$31.2 million, or 12.4%, to US$283.2 million for the year ended December 31, 2025 from US$252.0 million for the year ended December 31, 2024. This was primarily attributable to: •an increase of US$29.1 million, or 11.5%, in rental income from the leasing of new spaces or spaces that were vacant during 2024; 78 Table of Contents •an increase of US$8.0 million, or 3.2%, in rental income resulting from increases on rent from adjustments for inflation in accordance with our leases; •an increase of US$2.0 million, or 0.8%, in revenue resulting from increases in the energy consumption of tenants under our leases; and •an increase US$1.3 million, or 0.5% resulting from the reimbursement of expenses paid by us on behalf of our customers and accounted for under rental income. This increase was partially offset by: •a decrease of US$1.3 million, or 0.5%, due to the currency translation effects of leases denominated in Mexican pesos. •a decrease of US$7.5 million, or 3.0%, in rental income from leases that expired during 2024 and were not renewed for 2025; and • a decrease of US$0.3 million, or 0.1%%, in rental income as a result of rental rate reductions agreed upon renewal of our leases in order to retain customers. Management fees arising from support for tenant improvements decreased US$0.3 million from US$0.4 million for the year ended December 31, 2024. This was primarily as a result of lower improvements activity entered by tenants contracting us to manage and supervise such improvements in 2025 as compared to 2024. Costs and expenses Property operating costs from investment properties that generated rental income increased US$$2.9 million, or 13.5%, to US$24.1 million for the year ended December 31, 2025 from US$21.2 million for the year ended December 31, 2024. This increase was primarily attributable to: •an increase of US $0.5 million, or 19.0%, in real estate taxes due to increase on property value assessments by the tax authorities and increase in the number of properties, to US $3.7 million in 2025 from US$3.2 million in 2024; •an increase of US $0.3 million, or 9.7%, in insurance costs, to US$1.6 million for 2025 from US$1.3 million for 2024 related to an increased number of properties and an increase in construction activity; ◦an increase of US$1.9 million, or 64.9%, in energy costs, to US$ $9.9 million for 2025 from US$8.0 million for 2024 related to a higher number of properties and higher energy consumption by tenants; and •an increase of US$0.7 million or 25.6%, in other property related expenses, considering a higher number of properties. This increase was partially offset by: •a decrease of US$0.3 million, or 10.9%, in maintenance costs, to US$2.2 million for 2025 from US$2.5 million for 2024; In addition, property operating costs from investment property that did not generate rental income increased by US$0.8 million, or 24.6%, to US$ $4.2 million for 2025 from US$3.3 million for 2024. This increase was primarily due to an increase in insurance costs, maintenance and other property related expenses as a result of higher vacancy rates at Vesta Parks compared to 2024. In particular: • a US$0.1 million increase in real estate taxes, to US$0.6 million for the year ended December 31, 2025 from US$0.6 million for the year ended December 31, 2024; and •a US$0.05 million increase in insurance expenses, to US$0.1 million for the year ended December 31, 2025 from US$0.05 million for the year ended December 31, 2024; 79 Table of Contents •a US$0.03 million increase in maintenance expenses, to US$0.7 million for the year ended December 31, 2025 from US$0.6 million for the year ended December 31, 2024; and •a US$0.7 million increase in other property related expenses related to an increase in vacancy rates during 2025. General and administrative expenses increased US$1.3 million, or 3.8%, to US$35.5 million for 2025 from US$34.2 million for 2024. This increase was primarily attributable to an increase in salaries of US$0.6 million or 3.9%, an increase in US$0.3 million, or 21.8% related to the depreciation expenses of office furniture and vehicle purchases during 2025 and an increase in the share-based compensation expense under our Long-Term Incentive Plan (as defined below) related to a larger grant in 2025, which increased by US$0.6 million or 7.2% to US$9.6 million for 2025 from US$9.0 million for 2024. We recognized a share-based compensation expense of US$9.6 million in connection with the shares granted to our executive officers based on the performance of the market price of our shares for 2025, compared to US$9.0 million for 2024. The amount of this expense is determined based on the fair value of our shares as of the date of the share award, using a Monte Carlo model that takes into account the probable performance of our shares and those of a designated peer group. The Long-term Incentive Plan does not involve payments in cash and does not affect our Adjusted EBITDA or Vesta FFO. For more information, see note 21 to our audited consolidated financial statements included elsewhere in this Annual Report. Interest income decreased US$9.9 million, to US$5.3 million in 2025 from US$15.2 million in 2024. This decrease was primarily due to a lower interest-generating cash position during the first semester of 2025. In 2025, our finance cost increased by US$12.0 million from 2024 driven by an increase of our debt position. Other income increased US$2.5 million mainly related to an increase of US$0.8 million in insurance recoveries to US $1.0 million for 2025 from US$0.1 million for 2024 and an increase of US$1.7 million related to the inflationary effect of tax recoveries, offset by a decrease of US$0.1 million in electricity charges to non-tenants during 2025. Other expenses decreased US$1.6 million mainly related to a decrease of US$1.5 in expenses related to the cancellation of the agreement for the acquisition of several plots of land in 2024 and US$0.0 million in electricity costs for non-tenants. In 2025, we recorded an exchange gain of US$10.1 million, compared to an exchange loss of US$10.8 million in 2024. The exchange gain (loss) is primarily explained by the effect of exchange rates between the U.S. dollar and the Mexican peso on WTN’s U.S. dollar-denominated debt. In 2025, we sold an investment property located in Chihuahua generating a gain of US$0.4 million, and we also recorded a casualty loss of US$ 0.4 million related to a property in Baja California, resulting in a net effect of US$0.01 million, while in 2024, we sold a land reserve located in Querétaro and a land reserve located in Aguascalientes which resulted in a gain of US$2.6 million; We recorded a US$218.7 million decrease in gain on revaluation of investment property to US$52.1 million in 2025, from US$270.7 million in 2024. The appraisal was performed as of December 31, 2025 and reflects the observed conditions of the real estate market as of such date, mainly driven by a lower number of properties started during the year 2025 as compared to those at the end of 2024. Income Tax Expense Our current income tax expense increased US$24.2 million, or 76.0%, to US$56.1 million for 2025 from US$31.9 million for 2024. An increase of US$6.1 million related to taxable currency exchange effects on U.S. denominated debt due to peso depreciation during 2025 versus an appreciation in 2024, an increase of US$7.9 million is related to increase in leasing activity and an increase of US$5.1 million related to the taxable inflationary adjustment. Deferred income tax expense increased US$235.0 million, to an income tax benefit of US$64.1 million for 2025 from a deferred income tax expense of US$170.9 million for 2024. This income resulted from the following: •US$265.0 million related to an income for: (i) the effect of changes in exchange rates used to convert the carrying amount of our assets (including investment property and net tax loss carryforwards) for tax purposes, from Mexican pesos to U.S. dollars, as of the end of the year, (ii) a benefit from the impact of inflation on the carrying 80 Table of Contents amount of our assets (including investment property and net tax loss carryforwards) for tax purposes, as allowed by the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta), and (iii) the effects of the recognition of the fair value of our investment property for accounting purposes, since the carrying amount for tax purposes remains a historical cost and is subsequently depreciated; •US$6.1 million income related to currency translation; •partially offset by a US$37.7 million decrease resulting from the amortization of tax loss carryforwards during 2025. Our provision for income taxes in 2025 was a benefit of US$7.9 million, as compared to an expense of US$202.8 million in 2024, resulting in an effective tax rate of (3.4)% in 2025 compared with our effective tax rate of 47.6% in 2024. Total Comprehensive Income for the Year Total comprehensive income for the year is attributable to the aggregate effect of changes in exchange rates and their effect on the translation of the operations of WTN, which is our only subsidiary that uses the peso as its functional currency. We recorded an exchange gain on the translation of other functional currency operations of US$1.8 million for 2025, an increase of US$15.0 million compared to an exchange loss of US$13.2 million for 2024. As a result of the above, our total comprehensive income for 2025 was US$243.7 million, a decrease of US$33.5 million, or 15.9%, compared to US$210.2 million for 2024. Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 For a discussion related to our financial condition, changes in financial condition, and the results of operations for the year ended December 31, 2024 compared to 2023, refer to Part I, Item 5. Operating and Financial Review and Prospects, in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on April 21, 2025. Non-IFRS Financial Measures and Other Measures and Reconciliations In 2025, we excluded property operating income related to properties that did generate rental income to non-Same-Store Properties in order to refine this measure and incorporate industry practice into our Same-Store NOI, as this change enhances the clarity of our definition and its comparability across the industry. Previously reported measures for December 2024 and 2023 have been updated to reflect these changes. Reconciliation of Adjusted EBITDA, NOI and Adjusted NOI The table below sets forth a reconciliation of Adjusted EBITDA, NOI and Adjusted NOI to profit for the year, the most directly comparable IFRS financial measure, for each of the periods indicated, as reported in the Company’s financial statements. We calculate Adjusted EBITDA as the sum of profit for the year adjusted by (a) total income tax expense, (b) interest income, (c) other income, (d) other expense, (e) finance costs, (f) exchange gain (loss) – net, (g) share of results of associates, (h) gain on sale of investment property, (i) gain on revaluation of investment property, (j) depreciation, (k) stock-based compensation, (l) energy income and (m) energy costs during the relevant period. We calculate NOI as the sum of Adjusted EBITDA plus general and administrative expenses, minus depreciation and stock-based compensation during the relevant period. We calculate Adjusted NOI as the sum of NOI plus property operating costs related to properties that did not generate rental income during the relevant period. Adjusted EBITDA is not a financial measure recognized under IFRS Accounting Standards and does not purport to be an alternative to profit or total comprehensive income for the period as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow available for management’s discretionary use, as it does not consider certain cash requirements such as interest payments and tax payments. Our presentation of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under IFRS Accounting Standards. Management uses Adjusted EBITDA to measure and evaluate the operating performance of our principal business (which consists of developing, leasing and managing industrial properties) before our cost of capital and income 81 Table of Contents tax expense. Adjusted EBITDA is a measure commonly used in our industry, and we present Adjusted EBITDA to supplement investor understanding of our operating performance. We believe that Adjusted EBITDA provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and fair value adjustments of related assets among otherwise comparable companies. NOI or Adjusted NOI are not financial measures recognized under IFRS Accounting Standards and do not purport to be alternatives to profit for the period or total comprehensive income as measures of operating performance. NOI and Adjusted NOI are supplemental industry reporting measures used to evaluate the performance of our investments in real estate assets and our operating results. In addition, Adjusted NOI is a leading indicator of the trends related to NOI as we typically have a strong development portfolio of “speculative buildings.” Under IAS 40, we have adopted the fair value model to measure our investment property and, for that reason, our financial statements do not reflect depreciation nor amortization of our investment properties, and therefore such items are not part of the calculations of NOI or Adjusted NOI. We believe that NOI is useful to investors as a performance measure and that it provides useful information regarding our results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from profit for the year. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. Similarly, interest expense may be incurred at the property level even though the financing proceeds may be used at the corporate level (e.g., used for other investment activity). As so defined, NOI and Adjusted NOI may not be comparable to net operating income or similar measures reported by other real estate companies that define NOI or Adjusted NOI differently. For the Year Ended December 31, (milllions of US$) 2025 2024 2023 Profit for the year 241.9 223.3 316.6 (+) Total income tax expense (7.9) 202.8 65.0 (-) Interest income 5.30 15.2 9.4 (-) Other income 6.8 4.3 5.1 (+) Other expense 3.5 5.2 3.0 (+) Finance costs 56.2 44.3 46.3 (-) Exchange gain (loss) –– net 10.1 (10.8) 8.9 (-) Share of results of associates 0.0 0.0 0.0 (-) (Loss) gain on sale and disposal of investment properties-net 0.0 2.6 (0.5) (-) Gain on revaluation of investment property 52.1 270.7 243.5 (+) Depreciation 1.8 1.5 1.6 (+) Stock-based compensation 9.7 9.0 8.0 (-) Energy income 9.6 7.6 1.9 (+) Energy costs 9.9 8.0 2.1 Adjusted EBITDA 231.2 204.5 174.3 (+) General and administrative expenses 35.5 34.2 31.7 (-) Depreciation 1.8 1.5 1.6 (-) Stock-based compensation 9.7 9.0 8.0 NOI 255.2 228.2 196.4 (+) Property operating costs related to properties that did not generate rental income 4.2 3.3 4.8 Adjusted NOI 259.4 231.5 201.2 Reconciliation of FFO and Vesta FFO The table below sets forth a reconciliation of FFO and Vesta FFO to profit for the year, the most directly comparable IFRS financial measure, for each of the periods indicated, as reported in the Company’s financial statements. FFO is calculated as profit for the year, excluding: (i) gain on sale of investment property and (ii) gain on revaluation of investment property. We calculate Vesta FFO as the sum of FFO, as adjusted for the impact of exchange gain (loss) – net, 82 Table of Contents other income, other expense, interest income, share of results of associates, total income tax expense, depreciation and stock-based compensation, energy income and energy costs. The Company believes that Vesta FFO is useful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our business operations. We believe Vesta FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential. Additionally, since Vesta FFO does not capture the level of capital expenditures per maintenance and improvements to maintain the operating performance of properties, which has a material economic impact on operating results, we believe Vesta FFO’s usefulness as a measure of performance may be limited. Our computation of FFO and Vesta FFO may not be comparable to FFO measures reported by other REITs or real estate companies that define or interpret the FFO definition differently. FFO and Vesta FFO should not be considered as a substitute for net profit for the year attributable to our common shareholders. We compute FFO and Vesta FFO per share amounts using the weighted average number of ordinary shares outstanding during the relevant period. For more information, see note 12.5 to our audited consolidated financial statements. For the Year Ended December 31, 2025 2024 2023 2025 (per share) 2024 (per share) 2023 (per share) (millions of US$) Profit for the year 241.9 223.3 316.6 0.2809 0.2528 0.4118 (-) (Loss) gain on sale and disposal of investment properties-net 0.0 2.6 (0.5) 0.0000 0.0029 (0.0007) (-) Gain on revaluation of investment property 52.1 270.7 243.5 0.0605 0.3065 0.3167 FFO 189.8 (50.0) 73.6 0.2204 (0.0566) 0.0957 (-) Exchange gain (loss) – net 10.1 (10.8) 8.9 0.0117 (0.0122) 0.0116 (-) Other income 6.8 4.3 5.1 0.0079 0.0049 0.0066 (+) Other expense 3.5 5.2 3.0 0.0041 0.0059 0.0039 (-) Interest income 5.3 15.2 9.4 0.0062 0.0172 0.0122 (-) Share of results of associates 0.0 0.0 0.0 0.0000 0.0000 0.0000 (+) Total income tax (income) expense (7.9) 202.8 65.0 (0.0092) 0.2296 0.0845 (+) Depreciation 1.8 1.5 1.6 0.0021 0.0017 0.0021 (+) Stock-based compensation expense 9.7 9.0 8.0 0.0113 0.0102 0.0104 (-) Energy income 9.6 7.6 1.9 0.0111 0.0086 0.0025 (+) Energy costs 9.9 8.0 2.1 0.0115 0.0091 0.0027 Vesta FFO 175.0 160.2 128.0 0.2032 0.1814 0.1665 Ratio Data As of December 31, 2025 2024 2023 Net Debt to Total Assets(1) 0.2x 0.2x 0.1x Net Debt to Adjusted EBITDA(2) 4.1x 3.3x 2.4x ______________ (1)Net Debt to Total Assets represents (i) our gross debt (defined as current portion of long-term debt plus long-term debt plus debt issuance costs) less cash and cash equivalents divided by (ii) total assets. Our management believes that this ratio is useful because it shows the degree in which net debt has been used to finance our assets and by using this measure investors and analysts can compare the leverage shown by this ratio with that of other companies in the same industry. 83 Table of Contents (2)Net Debt to Adjusted EBITDA represents (i) our gross debt (defined as current portion of long-term debt plus long-term debt plus debt issuance costs) less cash and cash equivalents divided by (ii) Adjusted EBITDA. Our management believes that this ratio is useful because it provides investors with information on our ability to repay debt, compared to our performance as measured using Adjusted EBITDA. The following table reconciles net debt to total debt (which is comprised of the current portion of long-term debt, long-term debt and direct issuance cost), which are the most directly comparable financial measures calculated in accordance with IFRS Accounting Standards: As ofDecember 31, 2025 2024 2023 (millions of US$) Total debt 1,290.6 854.3 923.9 Current portion of long-term debt 1.8 49.9 69.6 Long-term debt 1,273.4 797.2 845.6 Direct issuance cost 15.4 7.2 8.7 (-) Cash and cash equivalents 336.9 184.1 501.2 Net debt 953.7 670.2 422.7 Same-Store NOI Analysis The following table shows the number of Same-Store Properties in our portfolio and the number of properties excluded as Same-Store Properties for the years ended December 31, 2025, 2024 and 2023. As of December 31, 2025 2024 2023 (number of properties) Total properties 231 224 214 Same-Store Properties 219 209 196 Non-Same-Store Properties 12 15 18 We present Same-Store NOI. We determine our Same-Store Properties at the end of each reporting period. Our same store population includes properties that were owned for the entirety of the applicable period and the comparable period and that have reported at least 12 months of consecutive stabilized operations. We define “stabilized operations” as properties that have reached GLA occupancy of 80.0% in relation to total GLA of such property or has been completed for more than one year, whichever occurs first. Acquired properties will be included in the “same store” population if owned by us as of the beginning of the last comparable period and still owned by us as of the end of the current reporting period, unless the property is under development. The Same-Store Properties population is also adjusted to remove properties that were sold or entering development subsequent to the beginning of the current period. As such, the “same store” population for the period ended December 31, 2025 includes all properties that had reached twelve months of “stabilized operations” by December 31, 2024. We calculate Same-Store NOI as rental income for the same store population less the related property operating costs related to properties that generated rental income. We evaluate the performance of the properties we own using a Same-Store NOI, and we believe that Same-Store NOI is helpful to investors and management as a supplemental performance measure because it includes the operating performance from the population of properties that is consistent from period to period, thereby eliminating the effects of changes in the composition of our portfolio on performance measures. When used in conjunction with IFRS financial measures, Same-Store NOI is a supplemental measure of operating performance that we believe is a useful measure to evaluate the performance and profitability of our investment properties. Additionally, Same-Store NOI is a key metric used internally by our management to develop internal budgets and forecasts, as well as assess the performance of our investment properties relative to budget and against prior periods. We believe presentation of Same-Store NOI provides investors with a supplemental view of our operating performance that can 84 Table of Contents provide meaningful insights to the underlying operating performance of our investment properties, as these measures depict the operating results that are directly impacted by our investment properties and is consistent period over period and exclude items that may not be indicative of, or are unrelated to, the ongoing operations of such investment properties. It may also assist investors to evaluate our performance relative to peers of various sizes and maturities and provide greater transparency with respect to how our management evaluates our business, as well as our financial and operational decision-making. A reconciliation of Same-Store NOI to Profit for the year, the most directly comparable IFRS financial measure, is as follows: As of December 31, 2025 2024 2023 (millions of US$) Profit for the year 241.9 223.3 316.6 (+) Total income tax expense (7.9) 202.8 65.0 (-) Interest income 5.3 15.2 9.4 (-) Other income 6.8 4.3 5.1 (+) Other expense 3.5 5.2 3.0 (+) Finance costs 56.2 44.3 46.3 (-) Share of results of associates 0.0 0.0 0.0 (-) Exchange gain (loss) – net 10.1 (10.8) 8.9 (-)(Loss) gain on sale of investment property 0.0 2.6 (0.5) (-) Gain on revaluation of investment property 52.1 270.7 243.5 (+) General and administrative expenses 35.5 34.2 31.7 (+) Property operating costs related to properties that did not generate rental income 4.2 3.3 4.8 (-) Energy income 9.6 7.6 1.9 (-) Energy costs 9.9 8 2.1 (-) Property operating income related to properties that did generate rental income related to non-Same-Store 10.6 5.5 7.6 (+) Property operating costs related to properties that did generate rental income related to non-Same-Store Properties 5.5 1.6 0.1 (-) Management fees related to non-Same-Store Properties 0.0 0.0 1.0 Same-Store NOI 254.3 227.6 192.7 Operating Data The following table sets forth certain selected operating data relating to our business as of the dates and for each of the periods indicated: As ofDecember 31, 2025 2024 2023 Total GLA (sq. feet) 42,954,022 40,299,964 37,354,498 Total GLA (sq. meters) 3,990,559 3,743,989 3,470,347 Stabilized occupancy rate(1) 93.6% 95.5 % 96.7 % _______________ (1)Stabilized occupancy rate refers to the rate of occupied stabilized properties only. We deem a property to be stabilized once it has reached 80.0% occupancy or has been completed for more than one year, whichever occurs first. B. Liquidity and Capital Resources Overview As of December 31, 2025, 2024 and 2023, we had cash, cash equivalents and restricted cash totaling US$336.9 million, US$184.1 million, and US$501.2 million respectively, which accounted for 7.4%, 4.7% and 13.2% of our total assets, respectively. Our cash and cash equivalents consist mainly of bank deposits and short-term investments 85 Table of Contents denominated in U.S. dollars and pesos. Restricted cash represents cash and cash equivalents balances we hold that are only available for use under certain conditions pursuant to our long-term debt agreements. Because our cash balances are promptly allocated to the development and construction of properties, our treasury does not have in place a formal investment policy for these resources. We believe that our working capital is sufficient for our present requirements and to pursue our planned business strategies. Our primary source of short-term liquidity is our cash flow from operating activities. We use our cash flows from operating activities primarily to fund unanticipated capital expenditures and other corporate expenses. In addition, we use cash flows from operating activities to pay dividends. We actively explore opportunities to develop new BTS Buildings, Multi-Tenant Buildings and PTS Parks and to acquire real estate portfolios, individual buildings, Land Reserves and properties subject to sale and leaseback arrangements that meet our investment criteria. We intend to engage in strategic development projects and acquisitions within the next year, which will require us to incur in capital expenditures and payment obligations. As a result, we will require significant long-term liquidity and liquidity resources to achieve our goals. Our long-term liquidity requirements consist primarily of funds to pay for development or redevelopment projects, renovations, expansions, property acquisitions and other nonrecurring capital expenditures that need to be made periodically. We have traditionally satisfied our long-term liquidity requirements through loans and credit facilities, such as our syndicated loan agreements, loan agreements with Metropolitan Life Insurance Company (“MetLife”), our Global Syndicated Sustainable Credit Facility and private placements of senior notes, among others. In 2022, we entered into a three-year sustainability-linked unsecured revolving credit facility for an aggregate principal amount of US$200.0 million which was replaced in 2024 with the Global Syndicated Sustainable Credit Facility of US$545.0 million. In 2025, we placed US$500.0 Senior Notes with maturity on January 30, 2033. We intend to satisfy our future long-term liquidity requirements through various sources of capital, including the issuance of additional equity and debt instruments. We expect any debt we may incur to contain customary restrictive covenants, including provisions that may limit our ability to incur additional indebtedness, further mortgage or transfer the applicable property, purchase or acquire additional property, change the conduct of our business or make loans or advances, or enter into any merger or consolidation with, or acquire the business, assets or equity of, any third party. As of December 31, 2025, our investment property increased by US$432.6 million, or 11.7%, to US$4.1 billion, compared to US$3.7 billion as of December 31, 2024. This increase was primarily attributable to US$377.7 million spent in acquiring new properties and improving existing properties, a gain in revaluation of investment property of US$52.1 million and a US$8.4 million gain on translation of foreign currency, partially offset by the sale of investment property of US$5.1 million and a US$0.4 write-off from casualties. We did not have any off-balance sheet arrangements as of December 31, 2025 and as of any prior year. Cash Flows The following table shows the generation and use of cash for the years ended December 31, 2025, 2024 and 2023. For the Year Ended December 31, 2025 2024 2023 (millions of US$) Net cash from operating activities 207.3 129.7 144.8 Net cash used in investing activities (335.8) (226.7) (223.1) Net cash from (used in) financing activities 279.6 (225.9) 444.7 Effects of exchange rates changes on cash 1.7 5.8 (4.4) Net increase (decrease) in cash. cash equivalents and restricted cash 152.8 (317.0) 362.0 The most significant component of our cash flows from operating activities is our rental income. Cash flows from operating activities for 2025 amounted to US$207.3 million, an increase of US$77.5 million, or 59.8%, compared to US$129.7 million for 2024. Our cash flows from operating activities in 2025 were impacted primarily by a US$49.1 million increase in leasing activity, US$24.3 million increase in taxes recovered, a US$34.9 decrease in taxes paid, a US$0.9 million increase in security deposits collected and a US$7.7 decrease in accounts payable, partially offset by a US$21.2 million decrease in advance payments made, US$9.5 million decrease on collection of our lease receivables and a US$9.9 million decrease in interest received. 86 Table of Contents Cash flows used in investing activities for 2025 amounted to US$335.8 million, an increase of US$109.1 million, or 48.1%, compared to US$226.7 million used for 2024. This was primarily as a result of US$105.8 million increase on capital expenditures in properties. In 2025 and 2024, our investing activities focused primarily on the construction of new buildings in the Bajío, Northern and Central regions. In 2025 and 2024, our capital investments totaled US$337.8 million and US$231.7 million, respectively. Cash flows obtained from financing activities for 2025 amounted to US$279.6 million, an increase of US$505.5 million, compared to cash flows used in financing activities of US$225.9 million for 2024. This was primarily as a result of the loans obtained in 2025 of US$650.0 million and the decrease in the repurchase of treasury shares of US$7.7 million, partially offset by US$144.0 million used for the settlement of the MetLife 10-year and 8-year loans and a Series A Senior Note due in May 2025, an increase in dividends paid of US$4.7 million and an increase in interest paid of US$3.8 million. Indebtedness Overview As of December 31, 2025, our total outstanding debt, excluding direct issuance costs, was US$1,275.2 million, of which US$1,273.4 million, or 99.9%, consisted of long-term debt denominated in U.S. dollars, and US$100.6 million was secured by 20 investment properties and our rental income from those properties. As of December 31, 2024, our total outstanding debt was US$847 million, of which US$797.2 million, or 94.1%, consisted of long-term debt denominated in U.S. dollars, and US$269.2 million was secured by 67 investment properties and our rental income from those properties. As of December 31, 2023, our total outstanding debt was US$915.2 million, of which US$845.6 million, or 92.4%, consisted of long-term debt denominated in U.S. dollars, and US$273.90 million was secured by 67 investment properties and our rental income from those properties. Principal Financing Arrangements As of December 31, 2025, our financing arrangements carried a weighted average cost of 4.3%, with a weighted average maturity of 5.1 years. The following table contains a summary of our long-term indebtedness as of December 31, 2025, 2024 and 2023. 87 Table of Contents Principal Amount Outstanding as of December 31, Original Principal Amount Annual Interest Rate Maturity 2025 2024 2023 (millions of US$) (millions of US$) Loan/Notes 2016 MetLife 10-year Loan 150.0 4.55% Aug. 2026 — 141.7 144.3 2017 Series A Senior Notes 65.0 5.03% Sept. 2024 — — 65.0 2017 Series B Senior Notes 60.0 5.31% Sept. 2027 60.0 60.0 60.0 2018 Series A Senior Notes 45.0 5.50% May 2025 — 45.0 45.0 2018 Series B Senior Notes 45.0 5.85% May 2028 45.0 45.0 45.0 2017 MetLife 10-year Loan 118.0 4.75% Dec. 2027 100.6 102.3 104.0 2020 MetLife 8-year Loan 26.6 4.75% Aug. 2026 — 25.2 25.6 Series RC Senior Notes 70.0 5.18% June 2029 70.0 70.0 70.0 Series RD Senior Notes 15.0 5.28% June 2031 15.0 15.0 15.0 Vesta ESG Global bond 35/8 05/31 350.0 3.63% May 2031 350.0 350.0 350.0 Facility - Tranche I 75.0 SOFR + 130 bp December 2027 75.0 — — Facility - Tranche II 75.0 SOFR + 150 bp December 2029 75.0 — — Senior Notes 2033 500.0 5.50% January 2033 500.0 — — 1,290.6 854.2 923.9 (-) Less: Current portion (1.8) (49.9) (69.6) (-) Less: Direct issuance cost (15.4) (7.2) (8.7) Total long-term debt 1,273.4 797.2 845.6 ______________ (1)Interest rate may increase if our sustainable gross leasable area to total gross leasable area is reduced to less than 38.6% in 2025 to less than 49.9% in 2028. For more information, see “—Sustainability-linked Revolving Credit Facility.” Secured Loan Agreements with MetLife In 2016, we entered into a 10-year secured subordinated loan agreement for an aggregate principal amount of US$150.0 million with MetLife, interest on this loan is paid on a monthly basis. In March 2021, we obtained an additional loan under this credit facility for US$26.6 million, which bears interest on a monthly basis at a fixed interest rate of 4.75%. Principal amortization over the two loans commenced on September 1, 2023. This credit facility was guaranteed with 47 of the Group's properties. On October 9, 2025, we settled its debt ahead of schedule. In 2017, we entered into a 10-year secured loan agreement for an aggregate principal amount of US$118.0 million with MetLife, which accrues interest at an annual rate of 4.75%. This loan bore interest monthly until December 1, 2022. After this date, we are only required to make monthly payments of principal until the loan matures on December 1, 2027. This loan is currently secured by 20 of our investment properties through a security trust agreement. Series A and Series B Senior Notes In 2017, we completed the private placement of two series of unsecured senior notes in the aggregate principal amount of US$125.0 million (respectively, our “Series A Senior Notes” and “Series B Senior Notes”). The Series A Senior Notes amount to US$65.0 million, matured in September 2024 and bore interest at a fixed rate of 5.03%, payable on a semi-annual basis. The Series B Senior Notes amount to US$60.0 million, will mature in September 2027 and bear interest at a fixed rate of 5.31%, payable on a semi-annual basis. In 2018, we completed the private placement of two additional tranches of Series A Senior Notes and Series B Senior Notes in the aggregate principal amount of US$45.0 million and US$45.0 million, respectively. These two additional tranches will mature in May 2025 and May 2028, respectively, and bear interest at a fixed rate of 5.50% and 5.85%, respectively, payable on a semi-annual basis. The proceeds from the placement of the Series A and Series B Senior Notes were used to finance our growth plan and to repay the outstanding balance of our revolving credit line. In March 2025, we paid the principal of Series A Senior Notes. 88 Table of Contents Series RC and Series RD Senior Notes In 2019, we completed the private placement of two series of unsecured senior notes in the aggregate principal amount of US$85.0 million (respectively, our “Series RC Senior Notes” and “Series RD Senior Notes”). The Series RC Senior Notes amount to US$70.0 million, will mature in June 2029 and bear interest at a fixed rate of 5.18%, payable on a semi-annual basis. The Series RD Senior Notes amount to US$15.0 million, will mature in June 2031 and bear interest at a fixed rate of 5.28%, payable on a semi-annual basis. The Senior RC Senior Notes and Series RD Senior Notes were placed with a consortium of institutional investors and are guaranteed by five of our subsidiaries. Sustainability-linked Senior Notes In 2021, we completed our inaugural issuance of sustainability-linked senior notes, or our “Sustainability-linked Senior Notes,” in the aggregate principal amount of US$350.0 million. Our Sustainability-linked Senior Notes accrue interest at an annual rate of 3.63%, payable on a semi-annual basis. Our Sustainability-linked Senior Notes will mature in May 2031. Sustainability-linked Revolving Credit Facility In 2022, we entered into a three-year sustainability-linked unsecured revolving credit facility, or our “Sustainability-linked Unsecured Revolver Credit Facility,” for an aggregate principal amount of US$200.0 million. This facility bears interest at a rate equal to SOFR plus 160 basis points if our leverage ratio is less than 40.0%, or SOFR plus 175 basis points if our leverage ratio is higher than 40.0%. This credit facility was closed in 2024 and replaced by the Global Syndicated Sustainable Credit Facility. Global Syndicated Sustainable Credit Facility In 2024, we entered into a $545,000,000 Global Syndicated Sustainable Credit Facility (the "Facility") composed of a US$345 million term loan available through two tranches, for three and five years respectively, with an 18-month availability period and a US$200 million Revolving Credit Facility, substituting our prior US$200 million undrawn Revolving Credit Facility. The International Finance Corporation (IFC), BBVA, Citigroup and Santander acted as Joint Lead Arrangers of the transaction. The tranches are composed of the following: Tranche I - Three-year US$172.5 million Term Loan, at the equivalent coupon of SOFR plus a 130 basis points applicable margin. Tranche II - Five-year US$172.5 million Term Loan at the equivalent coupon of SOFR plus a 150 basis points applicable margin. Revolving Credit Facility – Four-year US$200 million facility at the equivalent coupon of SOFR plus a 150 basis points applicable margin. The three tranches of the Credit Facility are subject to a sustainability pricing adjustment to the applicable margins, equivalent to a reduction of five basis points, which is subject to our compliance of the annual KPI target related to the total certified gross leasable area of our sustainability certified buildings. We paid debt issuance costs in an amount of US$5.6 million. As of December 31, 2025, we had drawn US$75.0 million and US$75.0 million from Tranche I and Tranche II respectively. Under the terms of both the Sustainability-linked Senior Notes and the Global Syndicated Sustainable Credit Facility, we must meet our Sustainability Performance Target (as defined below), in addition to complying with certain reporting requirements. Failure to meet these objectives will result in us being required to pay additional interest under the Sustainability-linked Senior Notes and the Global Syndicated Sustainable Credit Facility. For additional information on our Sustainability-Linked Financing Framework, see “Business—Environmental, Social and Governance Matters—Sustainability-Linked Financing Framework.” Senior Unsecured Notes In September 2025, we placed $500.0 million Senior Notes with maturity on January 30, 2033. This facility bears interest at a rate equal to 5.50% paid on a semiannual basis. Compliance with Covenants and Financial Ratios Pursuant to the indebtedness described herein, we are required to comply with certain covenants. Failure to do so may result in our indebtedness being accelerated. In addition, certain of our indebtedness have cross-default and cross-acceleration clauses. These covenants reflect typical market practice and include, among others, limitations on our ability to: •merge with or into another entity; 89 Table of Contents •undergo a change of control; •incur additional indebtedness and liens, subject to certain exceptions; •make asset sales, subject to certain exceptions; •make dividend and similar payments and prepayments of certain unsecured indebtedness; and •make investments in any of the following types of properties if the applicable percentage of our total asset value set forth below pertaining to such type of investment would be exceeded immediately following that investment: •investments in raw or undeveloped land exceeding in aggregate 15% of our total asset value; •investments in development properties exceeding in aggregate 20.0% of our total asset value; •investments in joint ventures exceeding in aggregate 10.0% of our total asset value; •investments in direct and indirect interests in real property (other than as stated above) exceeding in aggregate 3% of our total asset value; and •investments in any of the types of property described above exceeding in aggregate 35% of our total asset value. We are also obligated under the terms of our indebtedness, among others, to: •maintain the collateral securing the notes; •comply with reporting requirements in connection with our financial and operational results; •maintain the following financial ratios: •a minimum equity value of not less than (i) US$848.8 million, plus (ii) 70.0% of the net proceeds of all offerings of our equity interests (excluding any net proceeds applied to repurchases of any of our equity interests) at all times; •a leverage ratio not exceeding 50.0% on any test date; •a ratio of secured debt to total asset value not exceeding 40.0% on any test date; •a ratio of unsecured debt to unencumbered asset value not exceeding 50.0% on any test date; •a fixed charge coverage ratio greater than 1.5 to 1.0 on any test date; and •a ratio of unencumbered property adjusted net operating income to debt service greater than 1.6 to 1.0 on any test date. Contractual Obligations The following table summarizes the maturity of our contractual obligations, including periodic amortizations, as of December 31, 2025, as well as the payment dates with respect to those obligations. Payments Due by Period Total Less than 1year 2027 to 2029 More than 2030 (millions of US$) Current portion of long-term debt 1.8 1.8 — Long-term debt 1,288.9 — 423.9 865.0 Total (1) 1,290.6 1.8 423.9 865.0 ______________ (1)Includes debt issuance costs. 90 Table of Contents Capital Expenditures In the year ended December 31, 2025, we incurred capital expenditures totaling US$337.77 million, primarily in connection with construction projects in the Northwest, Center, Bajío-north and Bajío-south regions. In the year ended December 31, 2024, we incurred capital expenditures totaling US$231.7 million, primarily in connection with construction projects in the Northwest, Center, Bajío-north and Bajío-south regions. Recent Accounting Pronouncements For information about recent accounting pronouncements that will apply to us in the near future, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report. 91 Table of Contents C. Research and development, patents and licenses, etc. See Item 4. “Information of the Company—Business overview—Intellectual Property.” D. Trend Information The following list sets forth, in our view, the most important trends, uncertainties and events that are reasonably likely to continue to have a material effect on our net revenue, income from operations, profitability, liquidity and capital resources, or that may cause reported financial information to be not necessarily indicative of future operating results or financial condition: •our business and strategy of investment in industrial facilities, which may subject us to risks of the sector in which we operate but may be uncommon to other companies that invest primarily in a broader range of real estate assets; •our ability to maintain or increase our rental rates and occupancy rates; •the performance and financial condition of our tenants; •our expectations regarding income, expenses, sales, operations and profitability; •higher interest rates, increased leasing costs, increased construction costs, distressed supply chains for construction materials, increased maintenance costs, all of which could increase our costs and limit our ability to acquire or develop additional real estate assets; •our ability to obtain returns from our projects similar or comparable to those obtained in the past; •our ability to successfully expand into new markets in Mexico; •our ability to successfully engage in property development; •our ability to lease or sell any of our properties; •our ability to successfully acquire land or properties to be able to execute on our accelerated growth strategy; •the competition within our industry and markets in which we operate; •economic trends in the industries or the markets in which our customers operate; •the impact of any pandemics, epidemics or outbreaks of infectious diseases on the Mexican economy and on our business, results of operations, financial condition, cash flows and prospects, as well as our ability to implement any necessary measures in response to such impact; •loss of any significant customers; •the terms of laws and government regulations that affect us, and interpretations of those laws and regulations, including changes in tax laws and regulations applicable to our subsidiaries, such as increases in real property tax rates, and changes in environmental, labor, real estate and zoning laws; •deterioration of labor relations with third-party contractors, changes in labor costs and labor difficulties, including subcontracting reforms in Mexico comprising changes to labor and social laws; •supply of utilities, including electricity and water, and availability of public services, to support the operations of our tenants in our properties and industrial parks; •political and social developments in Mexico, including political instability, currency devaluation, inflation and unemployment; 92 Table of Contents •the performance of the Mexican economy and the global economy; •the competitiveness of Mexico as an exporter of manufactured and other products to the United States and other key markets; •limitations on our access to sources of financing on competitive terms; •our ability to service our debt; •the performance of financial markets and our ability to refinance our financial obligations as needed; •changes in capital markets that might affect the investment policies or attitude in Mexico or regarding securities issued by Mexican companies; •obstacles to commerce, including tariffs or import taxes and changes to the existing commercial policies, and change or withdrawal from free trade agreements, including the USMCA, of which Mexico is a member that might negatively affect our current or potential clients or Mexico in general; •increase of trade flows and the formation of trade corridors connecting certain geographic areas of Mexico and the U.S., which results in a vigorous economic activity within those areas in Mexico and a source of demand for industrial buildings; •a negative change in our public image; •epidemics, catastrophes, insecurity and other events that might affect the regional or national consumption; •the loss of key executives or personnel; •restrictions on foreign currency convertibility and remittance outside Mexico; •our ability to execute our corporate strategies; •changes in exchange rates, market interest rates or the rate of inflation; •the growth of e-commerce markets; •possible disruptions to commercial activities due to acts of God and natural and human-induced disasters that could affect our properties in Mexico, including criminal activity relating to drug trafficking, terrorist activities, and armed conflicts; and •the effect of changes to the applicable tax legislation or regulations, including amendments to the laws that are applicable to our business or our clients’ businesses, changes in accounting principles, new legislation, intervention by regulatory authorities, government directives and monetary or fiscal policy in Mexico. For more information, see Item 3D. “Risk Factors.” E. Critical Accounting Estimates See Note 4 to our consolidated financial statements for the years ended December 31, 2025, 2024 and 2023 included elsewhere in this Annual Report for information regarding our critical accounting estimates.