Vesta Real Estate Corp ADR美股招股说明书(2026-05-07版)

70,047,634 Common Sharesincluding Common Shares represented by American Depositary Shares Corporación Inmobiliaria Vesta, S.A.B. de C.V. (incorporated in the United Mexican States) We are offering 70,047,634 common shares in a global offering, which consists of (i) an international offering ofcommonshares represented by American depositary shares, or “ADSs,” in the United States of America, or the “United States,” and othercountries outside of the United Mexican States, or “Mexico,” which we refer to as the “international offering” and (ii) a concurrentpublic offering authorized by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores),or the “CNBV”ofcommon shares in Mexico, which we refer to as the “Mexican offering,” and together with the internationaloffering, the “global offering.” The international offering is being underwritten by the international underwriters named in thisprospectus. The Mexican offering is being conducted by the lead Mexican underwriters named elsewhere in this prospectus, or the“Mexican underwriters,” pursuant to a prospectus prepared in accordance with the laws of Mexico, and in Spanish, that containssubstantially the same information as the information included herein and in the accompanying prospectus, but organized as requiredunder Mexican law and practice. The closings of the international and Mexican offerings are conditioned upon each other. Each ADSrepresents 10 common shares. Our common shares are listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V.), or the “BMV,” underthe symbol “VESTA.” Our ADSs are listed on the New York Stock Exchange, or the “NYSE”, under the symbol “VTMX”. On May 5,2026, the last reported sales price of our ADSs on the NYSE was U.S.$35.69 per ADS. The public offering price will be determinedthrough negotiations between us and the underwriters in the offering and the recent market price used throughout this prospectussupplement may not be indicative of the public offering price. Neither the U.S. Securities and Exchange Commission, or the “Commission” or the “SEC”, the CNBV, nor any statesecurities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthfulor complete. Any representation to the contrary is a criminal offense. The ADSs have not been and will not be registered with the Mexican National Securities Registry (Registro Nacional deValores) or the “RNV,” maintained by the CNBV, and may not be offered or sold publicly in Mexico. The common sharesunderlying the ADSs have been registered with the RNV; registration of the common shares with the RNV does not imply anycertification as to the investment quality of the common shares underlying the ADSs offered pursuant to this prospectussupplement, our solvency, liquidity, credit quality or the accuracy or completeness of the information contained herein, anddoes not ratify or validate any actions or omissions, if any, undertaken in contravention of applicable law. The information set forth in this prospectus supplement or in any other related materials is the sole responsibility ofCorporación Inmobiliaria Vesta, S.A.B. de C.V. and has not been reviewed or authorized by the CNBV. The information setforth in this prospectus supplement will be notified to the CNBV only for informational purposes. This prospectus supplementmay not be publicly distributed in Mexico. We have granted to the international underwriters and the Mexican underwriters options, exercisable for 30 days from the date ofthis prospectus supplement, to purchase up to an aggregate of 10,507,145 additional common shares (or 12,608,574 if the AdditionalShares (as defined below) are sold), including common shares represented by ADSs in the case of the international underwriters, at thepublic offering prices listed below, less the underwriting commissions. The international underwriters and Mexican underwriters mayexercise these options solely for the purpose of covering over-allotments, if any, made in connection with the global offering, on anindependent but coordinated basis. In addition, we may sell up to an additional 14,009,526 shares (the “Additional Shares”) (notincluding the over-allotment option) at the offering price, as determined by us in consultation with the international underwriters andthe Mexican underwriters to cover excess demand. Investing in our common shares and ADSs involves risks. See “Risk Factors” beginning on page S-27 of this prospectussupplement. The international underwriters expect to deliver the ADSs to purchasers on or about, 2026 through the book-entryfacilities of the Depository Trust Company, or “DTC.” Prospectus Supplement About this Prospectus SupplementIncorporation of Documents by ReferenceGlossary of Certain Terms and DefinitionsPresentation of Financial and Certain Other InformationCautionary Statement Regarding Forward-Looking StatementsSummaryThe Global Offerin