Pulse Seismic Inc.TSX: PSD

Management Information Circular (2. Pulse Seismic Inc. 2026 Management Information Circular)

· Issued by Pulse Seismic Inc.


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR TO BE HELD ON APRIL 29, 2026

LETTER FROM THE CHAIR OF THE BOARD

March 16, 2026

Dear Shareholder:

The annual meeting of the shareholders of Pulse Seismic Inc. will be held at 11:00 a.m. (MDT) on April 29, 2026, at the offices of McCarthy Tétrault LLP, Suite 4000, 421-7thAvenue SW, Calgary Alberta.

Your vote is important. If you cannot attend, then please vote by proxy or voting instruction form.

If you intend to vote against or withhold from voting on any item on the agenda, then I ask that you first contact either the Chair of the Board or the Chair of the Corporate Governance and Nominating Committee to discuss your concerns. A vote against or a withhold vote clearly is an attempt to give the Board a message that you believe we can do a better job. But not delineating the reason for your vote of disapproval leaves us only to guess at those concerns. A secure, confidential link to contact us can be found on Pulse's corporate website at https://pulseseismic.com/about/governance-disclosures/ . Please keep this link, as throughout the year we welcome feedback so as to improve our representation of you, the owners.

Sincerely,



Robert Robotti, Chair of the Board Pulse Seismic Inc.



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ON APRIL 29, 2026

The annual meeting of the shareholders of Pulse Seismic Inc. (the "Corporation") will be held on Wednesday, April 29, 2026, at 11:00 a.m. (MDT) at the offices of McCarthy Tetrault LLP, Suite 4000, 421-7thAvenue SW, Calgary Alberta for the following purposes:

  1. To receive the audited consolidated financial statements for the year ended December 31, 2025, and the auditor's report on those statements.

  2. To set the number of directors at six (6).

  3. To elect six (6) directors to hold office for the following year.

  4. To appoint MNP LLP as auditors for 2026 and authorize the Board of Directors of the Corporation to fix the auditors' remuneration.

  5. To hold an advisory vote on the Corporation's approach to executive compensation.

  6. To transact any other business that may properly come before the meeting.

The details of these matters are contained in the accompanying Information Circular.

If you are a shareholder of record on March 16, 2026, you are entitled to vote at the meeting.

If you are a registered shareholder, you will receive a form of proxy from our transfer agent, Odyssey Trust Company. If you are unable to attend the meeting, please vote as specified in the enclosed form of proxy. Your proxy or voting instructions must be received in each case no later than 11:00 a.m. on April 27, 2026 or, if the meeting is adjourned, 48 hours (excluding Saturdays and holidays) before the beginning of any adjournment of the meeting.

If you are a beneficial (non-registered) shareholder, you will receive a Voting Instruction Form from your intermediary. Please return your voting instructions to your intermediary in accordance with the instructions and time limits specified in the Voting Instruction Form. A Voting Instruction Form is not a proxy and cannot be accepted by our transfer agent or used to vote at the meeting.

By order of the board,



Catherine Samuel Corporate Secretary

Calgary, Alberta, Canada March 16, 2026



MANAGEMENT INFORMATION CIRCULAR

dated March 16, 2026 GENERAL INFORMATION

This management information circular (the "Circular") is provided in connection with the solicitation of proxies by the management of Pulse Seismic Inc. ("Pulse" or the "Corporation") for use at the Annual Meeting of the shareholders of the Corporation (the "Meeting") to be held on Wednesday, April 29, 2026 at 11:00 a.m. (MDT) at the offices of McCarthy Tétrault LLP, Suite 4000, 421-7thAvenue SW, Calgary Alberta and at all adjournments of that meeting.

Date of Information

Information in this Circular is as of March 16, 2026, unless otherwise noted.

Solicitation of Proxies

Proxies are being solicited by management primarily by mail but may also be solicited in person or by telephone or email by the management of Pulse. All costs associated with proxy solicitation will be paid by Pulse.

Common Shares

At the close of business on March 16, 2026, there were 50,714,857 common shares outstanding. All Pulse shares trade on the Toronto Stock Exchange under the trading symbol PSD and on the OTCQX under the symbol PLSDF. The holders of common shares are entitled to one vote for each share held.

Quorum

Pulse's by-laws provide that a quorum for transacting business at a shareholders meeting is two

(2) shareholders holding at least five percent (5%) of the shares entitled to vote at the meeting, present in person or by proxy.

Registered and Beneficial Shareholders

You are a registered shareholder if your shares are held in your own name and you possess your share certificate.

You are a beneficial shareholder if your shares are registered and held by an intermediary on your behalf. An intermediary can be a bank, a trust company, a securities broker, an RRSP trustee or other nominee.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for

(i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Communications with Registered and Beneficial Shareholders

Pulse is not sending proxy-related materials for the Meeting to registered shareholders or beneficial shareholders using notice-and-access.

Pulse is not sending proxy-related materials directly to NOBOs (non-objecting beneficial owners) under NI 54-101.

Pulse intends to pay for an intermediary's reasonable expenses to forward to OBOs (objecting beneficial owners) under NI 54-101 the proxy-related materials for the Meeting and Form 54-101F7 (Request for Voting Instructions made by an Intermediary).

Ownership or Control or Direction of 10% or more of Common Shares

Based upon public filings, the following persons or companies beneficially own, or control or direct, directly or indirectly, 10% or more of Pulse's common shares:

Name

Number of common shares

% of outstanding common shares

Ravenswood Management Company (1)

11,104,083

21.9

EdgePoint Investment Group Inc.

10,875,695

21.4

(1) Ravenswood Management Company, L.L.C. of New York, New York exercises control or direction but not direct ownership over 11,104,083 common shares of Pulse, representing approximately 21.9 % of the issued and outstanding common shares. Robert Robotti, a principal of Ravenswood Management Company, L.L.C., has been a director of Pulse since 2007.

To the knowledge of the Corporation's directors and executive officers, no other person or company beneficially owns, or controls or directs, directly or indirectly, 10% or more of Pulse's common shares.

Annual and Interim Financial Statements

If you are a registered shareholder, you will automatically receive the annual financial statements. To receive the interim financial statements, please follow the instructions listed on your proxy or you may register online to receive financial report(s) by mail at https://odysseytrust.com/ca-en/help/. If you are a beneficial shareholder and would like to receive the interim and annual financial statements, please fill out the Supplemental Card attached to you proxy and return it in the self-addressed envelope provided to you in the package.

GENERAL VOTING INFORMATION Record Date

If you hold common shares at the close of business on March 16, 2026 (the "Record Date") you are entitled to one vote for each common share at the Meeting.

Appointment of Proxy

The persons named as proxyholder are Mr. Neal Coleman, President and Chief Executive Officer and Ms. Pamela Wicks, Vice President Finance and Chief Financial Officer of Pulse.

As a shareholder you have the right to appoint a person or company to represent you at the Meeting other than the persons designated on the form of proxy. To do so, insert the name of such other person or company in the blank space provided in the form of proxy and deposit the proxy with our transfer agent, Odyssey Trust ("our transfer agent"), as specified in the form of proxy.

The shares represented by the proxy will be voted or withheld from voting in accordance with your instructions on any ballot that may be called for, and if you specify a choice with respect to any matter to be voted on, the shares will be voted accordingly. If no instructions are specified, the shares will be voted FOR the matter to be voted on.

Amendments or Variations or other Matters

The form of proxy confers discretionary authority on the proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters that may properly come before the Meeting. Management is not aware of any amendments or variations to the proposed matters or any other matters which may be presented at the Meeting. If any amendments or variations or other matters are properly presented at the Meeting, your proxyholder will vote in their discretion.

Voting Questions

Please contact our transfer agent directly at https://odysseytrust.com/ca-en/help/.

VOTING INSTRUCTIONS FOR REGISTERED SHAREHOLDERS

You are a registered shareholder if your shares are held in your own name and you possess your share certificate.

How you can Vote by using your Form of Proxy:

As a registered shareholder, you may vote by mail or online, as specified in the form of proxy. A proxy will not be valid unless it is deposited with our transfer agent, Odyssey Trust. All instructions are listed in the enclosed form of proxy. Your proxy or voting instructions must be received in each case no later than 11:00 a.m. (Mountain Time) on April 27, 2026, or, if the Meeting is adjourned, 48 hours (excluding Saturdays and holidays) before the beginning of any adjournment of the Meeting.

If you are Revoking your Proxy:

Under the Canada Business Corporations Act, you have the right to revoke your proxy. A written statement revoking your proxy must be received at the offices of Pulse up to and including the last business day preceding the day of the Meeting, or you may deliver your written statement revoking your proxy directly to the Chair of the Meeting on the day of the Meeting.

VOTING INSTRUCTIONS FOR BENEFICIAL SHAREHOLDERS

You are a beneficial shareholder if your shares are registered and held by an intermediary on your behalf. An intermediary can be a bank, a trust company, a securities broker, an RRSP trustee or other nominee.

How you can Vote by using your Voting Instruction Form:

As a beneficial shareholder, you will receive a Voting Instruction Form from your intermediary. Please return your voting instructions to your intermediary in accordance with the instructions and time limits specified in the Voting Instruction Form. A Voting Instruction Form is not a proxy and cannot be accepted by our transfer agent or used to vote at the Meeting. Alternatively, you may obtain your 16-digit control number from your intermediary and vote via internet at https://www.proxyvote.com Powered by Broadridge, in accordance with the instructions and time limits specified in the Voting Instruction Form.

If you are Revoking your Voting Instructions:

Only registered shareholders have the right to revoke a proxy. If you wish to change your vote or revoke your voting instructions, you must arrange directly with your intermediary in advance of the Meeting. A revised proxy must be sent by your intermediary to our transfer agent, to be received by our transfer agent no later than 11:00 a.m. (MDT) on April 27, 2026.

ADVANCE NOTICE BY-LAW

The Corporation adopted an Advance Notice By-law (the "By-law") effective March 14, 2013, as confirmed by the shareholders at the Annual and Special Meeting on May 22, 2013.

The By-law requires advance notice to be given to Pulse by any shareholder who wishes to nominate a person for election as a director. For an annual meeting of shareholders, notice must be given to Pulse not less than 30 days nor more than 65 days prior to the date of the meeting. Details of the nomination procedure, notice requirements and eligibility requirements for nomination are found in the By-law.

A copy of the By-law is on SEDAR+ at www.sedarplus.ca and is also available on the Corporation's website at www.pulseseismic.com. Shareholders may obtain a copy of the By-law, without charge, by contacting the Vice President Finance and CFO, Pulse Seismic Inc., 2700, 421 - 7thAvenue SW, Calgary, Alberta, T2P 4K9 or by email at info@pulseseismic.com.

MATTERS TO BE ACTED UPON AT THE MEETING
  1. Setting Number of Directors

    It is proposed that the number of directors to be elected to the board of directors (the "Board") at the Meeting be set at six (6).

    The ordinary resolution setting the number of directors must be approved by a simple majority of the votes cast by shareholders voting in person or by proxy.

  2. Election of Directors

    The following directors are nominees for election as directors, each of whom will hold office until the next annual meeting of shareholders or until a successor is elected or appointed.

    Neal Coleman

    Calgary, Alberta Canada Director Since: December 2017 Non-Independent Committees:
    • Environment, Social, Governance and Health

      Securities Held:

      Common Shares (1): 422,720

      RSUs and PSUs (3): 483,986

      Total Common Shares, RSUs and PSUs: 906,706

      Mr. Coleman has 25 years of experience in the seismic data library business. He began his career with Pulse Seismic Inc. in August 2004. He was appointed President and CEO in November 2012, after serving over four years as the Vice President of Sales and Marketing. From August 2004 to March 2008 he held the roles of Sales and Marketing Representative and Manager of the Sales and Marketing department. From March 2001 to July 2004 he was a Marketing Representative for Seitel Canada Ltd.

      Mr. Coleman completed his Bachelor of Applied Business and Entrepreneurship at Mount Royal University in Calgary in 1999 and has a Petroleum Engineering Applications Certificate from SAIT Polytechnic in Calgary in 2004. He has also completed numerous executive education courses at Ivey Business School and Queen's University. In 2020 Mr. Coleman obtained the ICD.D designation from the Institute of Corporate Directors.

      Total Market Value of Common Shares, RSUs and PSUs (4): $4,388,457

      Other Public Company Boards: None

      Voting Results of 2025 Annual Meeting:

      Votes For

      Votes Withheld

      Total

      # of Votes

      31,038,759

      32,292

      31,071,051

      % of Votes

      99.90%

      0.10%

      100%

      Paul Crilly (5)

      Calgary, Alberta Canada Director Since: May 2017 Independent Committees:
    • Audit and Risk

    • Corporate Governance and Nominating

      Mr. Crilly has 34 years of experience in the oil and gas services and equipment industry. From 2005 to 2010, he was President and CEO of Norex Exploration Services Inc. a TSX-listed seismic acquisition company. From 2010 to 2015, Mr. Crilly held the position of Managing Director, Energy at K2 & Associates Investment Management Inc. where he focused on the management and restructuring of exploration and production company investments. From 2015 to 2016, he continued his restructuring work with a large private international oil and gas services company. Mr. Crilly was President and CEO of Evolution Engineering Inc., a developer and manufacturer of horizontal drilling technologies from 2016 to 2020. Mr. Crilly has served on numerous public and private boards in the energy industry.

      Mr. Crilly holds his Institute of Corporate Directors Designation and is a Chartered Professional Accountant of Alberta. He has a Bachelor of Commerce degree from the University of Saskatchewan.

      Securities Held:

      Common Shares (1): 52,928

      DSUs (2): 27,785

      Total Common Shares and DSUs: 80,713

      Total Market Value of Common Shares and DSUs (4): $390,650

      Other Public Company Boards: None

      Voting Results of 2025 Annual Meeting:

      Votes For

      Votes Withheld

      Total

      # of Votes

      31,061,451

      9,600

      31,071,051

      % of Votes

      99.97%

      0.03%

      100%

      Dallas Droppo

      Carefree, Arizona USA Director Since: May 2018 Independent Committees:
    • Audit and Risk

    • Compensation

    • Corporate Governance and Nominating

      Securities Held:

      Common Shares (1): 37,516

      DSUs (2): 27,776

      Total Common Shares and DSUs: 65,292

      Mr. Droppo was, until his retirement in January 2018, a senior partner at the law firm of Blake, Cassels & Graydon LLP where for 27 years he had an oil & gas practice. Mr. Droppo acted as legal counsel on large, complex securities transactions and significant business mergers and acquisitions. A significant portion of Mr. Droppo's practice involved acting for oil & gas, pipeline and midstream companies in joint ventures, partnerships, and strategic alliances regarding major greenfield and expansion projects. He regularly advised several service companies. Before a career in law, Mr. Droppo was an exploration geologist with a multi-national oil company. In 2002, he was appointed Queen's Counsel (now King's Counsel).

      Mr. Droppo has been a director, trustee or officer of numerous oil & gas companies, including TriStar Oil & Gas Ltd., Real Resources Inc., Burmis Energy Inc., Pembina Pipeline Income Fund, Iteration Energy Ltd., Norex Exploration Services Inc. and Mart Resources, Inc.

      Mr. Droppo obtained a geology degree (B.Sc.) at the University of Calgary in 1975, a law degree (LL.B) from the University of Alberta in 1979 and received the ICD.D designation from the Institute of Corporate Directors in 2011.

      Total Market Value of Common Shares and DSUs (4): $316,013

      Other Public Company Boards: None

      Voting Results of 2025 Annual Meeting:

      Votes For

      Votes Withheld

      Total

      # of Votes

      30,880,344

      190,707

      31,071,051

      % of Votes

      99.39%

      0.61%

      100%

      Robert Robotti(6)

      New York City, New York USA Director Since: December 2007 Independent Committees:
    • Compensation

    • Corporate Governance & Nominating

      Securities Held:

      Common Shares (1): 11,188,552

      DSUs (2): 27,766

      Total Common Shares and DSUs: 11,216,318

      Robert Robotti is the President and founder of Robotti & Company Advisors LLC, a U.S. registered investment advisor, and President and founder of Robotti Securities LLP, a U.S. registered broker-dealer. Robert Robotti a member of the board of directors, and its Nominating and Governance Committee and Chairing its Compensation Committee of AMREP Corp., a real estate company which is listed on the NYSE, and a member of the Board and Audit and Nominating and Governance Committees of Tidewater Inc., which operates a fleet of offshore vessels and is listed on the NYSE. Mr. Robotti has been a director of Pulse since 2007, a member of the Corporate Governance and Nominating Committee since 2008, a member of the Compensation Committee since 2011, and Chair of the Board since 2013.

      Mr. Robotti received his Bachelor of Science in Business Administration from Bucknell University (Pennsylvania) in 1975 followed by an MBA in Accounting from Pace University (New York). Mr. Robotti is a member of the CFA Society of New York.

      Total Market Value of Common Shares and DSUs (4): $54,286,979

      Other Public Company Boards: AMREP Corp. (NYSE) and Tidewater Inc. (NYSE)

      Voting Results of 2025 Annual Meeting:

      Votes For

      Votes Withheld

      Total

      # of Votes

      31,045,648

      25,403

      31,071,051

      % of Votes

      99.92%

      0.08%

      100%

      Patrick Ward

      Calgary, Alberta Canada Director Since: May 2023 Independent Committees:
    • Compensation

    • Environment, Social, Governance and Health

      Securities Held:

      Common Shares (1): 16,296

      DSUs (2): 28,998

      Total Common Shares and DSUs: 45,294

      With over 43 years industry and leadership experience, Mr. Ward is the President and CEO and director of Arkos Infrastructure Partners Inc., a private, green, mid-stream company, since joining in August 2021. Previously, he was the founder, director, President and CEO of Painted Pony Energy Ltd. from May 2007 to October 2020, when the Corporation was acquired by Canadian Natural Resources Limited.

      Mr. Ward currently serves as a director of Logan Energy Corp. He served as a governor of the Canadian Association of Petroleum Producers (CAPP) from 2015 to 2019, and as a governor of the Explorers and Producers Association of Canada (EPAC) from 2019 to 2020. Mr. Ward served as a director of Striker Exploration from 2015 to 2016, a director of Elkwater Resources Ltd. from 2014 to 2015, and Vice President, Exploration of Innova Exploration Inc. from 2004 to 2006. Mr. Ward co-founded Chowade Energy Ltd. in 2003, which merged into Innova Exploration Inc. in 2004. Prior thereto, Mr. Ward served as Manager, Geology & Geophysics of NCE Resources Group and Petrofund Energy Trust from 1999 to 2003, Vice President and Chief Operating Officer of Rockport Energy Corp. from 1998 to 1999, and Exploration Manager of Total Petroleum Canada Ltd. (subsequently Rigel Oil & Gas Ltd.) from 1981 to 1997.

      Mr. Ward holds a Bachelor of Science in Geology with honours from the University of Calgary. He is registered as a Life Member, Geologist with APEGA.

      Total Market Value of Common Shares and DSUs(4): $219,222

      Other Public Company Boards: Logan Energy Corp. (TSXV)

      Voting Results of 2025 Annual Meeting:

      Votes For

      Votes Withheld

      Total

      # of Votes

      31,047,955

      23,096

      31,071,051

      % of Votes

      99.93%

      0.07%

      100%

      Melanie Westergaard

      Golden, Colorado USA Director Since: April 2021 Independent Committees:
    • Environment, Social, Governance and Health

    • Audit and Risk

    • Compensation

    Securities Held:

    Common Shares (1): 18,102

    DSUs (2): 27,783

    Total Common Shares and DSUs: 45,885

    Ms. Westergaard is an independent businessperson with over 38 years global experience in the oil and gas industry. She began her career in the geophysical services industry with Western Geophysical followed by over 16 years with the multi-national oil company ARCO/BP where she held roles from geophysicist through to multi-asset management and leadership roles. She further honed her geophysical and managerial skills in a variety of geologic basins pursuing both unconventional and conventional play types with Forest Oil, Ovintiv and as a consultant for a number of oil and gas operators.

    Ms. Westergaard has 18 years' experience on trade association boards and currently serves as Chair of the Colorado School of Mines Alumni Board. She is a director on the Colorado School of Mines Board of Governors and serves as a member of the Audit and Engagement committees.

    Ms. Westergaard earned her Bachelor of Science in Geophysical Engineering, with a minor in Geological Engineering in 1987 from the Colorado School of Mines and attended Kellogg's School of Management Executive Education Program in 2003.

    Total Market Value of Common Shares and DSUs (4): $222,083

    Other Public Company Boards: None

    Voting Results of 2025 Annual Meeting:

    Votes For

    Votes Withheld

    Total

    # of Votes

    31,055,358

    15,693

    31,071,051

    % of Votes

    99.95%

    0.05%

    100%

    Notes:

    (1) "Common Shares" refers to the number of Common Shares of the Corporation beneficially owned, or controlled or directed, directly or indirectly, by the nominee as at March 16, 2026.

    (2) "DSUs" refers to the number of Deferred Share Units under the Corporation's Director Long-Term Incentive Plan that have been awarded.

    (3) "RSUs" refers to the number of Restricted Share Units under the Corporation's Long-Term Incentive Plan that have been awarded, but have not yet vested. "PSUs" refers to the number of Performance Share Units under the Corporation's Long-Term Incentive Plan that have been awarded, but have not yet vested.

    (4) "Total Market Value" is determined by multiplying the number of Common Shares and DSUs (and in the case of Neal Coleman, Common Shares and RSUs and PSUs) held by each nominee as at March 16, 2026, by the closing price of the Common Shares on the TSX of $4.84 on such date.

    (5) In January 2015, Mr. Crilly was retained as Chief Financial Officer of Sanjel Corporation, a private oil and gas services company to coordinate its recapitalization in light of the severe downturn in the oil and gas industry. In March 2016, he was appointed Chief Restructuring Officer to lead a sales and investment solicitation process for the Company. The Company was subject to a proceeding under the Companies' Creditors Arrangement Act (Canada) while this process was undertaken. He resigned his position on October 31, 2016, after agreements for the sale of the Company's operations and subsidiaries were completed.

    (6) Mr. Robotti and his associates and affiliates (including Ravenswood Management Company L.L.C.) beneficially own, or control or direct, directly or indirectly, 11,188,552 common shares of Pulse, representing approximately 22% of the issued and outstanding common shares. Based upon public filings, Ravenswood Management Company, L.L.C. of New York, New York exercises control or direction, but not direct ownership over 11,104,083 common shares of Pulse, representing approximately 21.9% of the issued and outstanding common shares. Robert Robotti, a principal of Ravenswood Management Company, L.L.C., has been a director of Pulse since 2007, and is a nominee for election as a director at the Meeting.

    DIRECTORS SKILLS MATRIX

    Seismic Data Library Business

    Oil & Gas

    Oil & Gas Services

    Geology/ Geophysical

    Finance

    Accounting

    Securities and M&A

    CEO/COO

    Experience

    Safety & Environment

    Compensation

    Corporate Governance

    Neal Coleman

    X

    X

    X

    X

    X

    Paul Crilly

    X

    X

    X

    X

    X

    X

    X

    X

    X

    Dallas Droppo

    X

    X

    X

    X

    X

    X

    X

    X

    X

    Robert Robotti

    X

    X

    X

    X

    X

    X

    X

    X

    X

    Patrick Ward

    X

    X

    X

    X

    X

    X

    X

    X

    X

    X

    Melanie Westergaard

    X

    X

    X

    X

    X

    X

    Management does not anticipate that any of the nominees for election as directors will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the proxyholder reserves the right to vote for another management nominee in the proxyholder's discretion.

    The form of proxy permits each shareholder to vote "For" or "Against" for each nominee for election as a director separately, rather than voting for directors as a slate. Pulse adopted a Majority Voting Policy for individual directors in March 2009, as amended in January 2015 and February 2023.

    Under this Policy:

    • The form of proxy for voting at any shareholders' meeting where directors are to be elected will enable each shareholder to vote for, or against, each nominee director separately.

    • Any nominee for election as a director who receives a greater number of votes "against" than votes "for" such director's election (50% + 1 vote), may continue in office until the earlier of the 90thday after the election and the date on which their successor is appointed or elected. In addition, any incumbent director who is not re-elected during an election shall not be appointed as a director before the next meeting of shareholders at which an election of directors is required.

    For more information on this Policy, please see "Disclosure of Corporate Governance Practices, Item 6 - Nomination of Directors".

  3. Appointment of Auditor

    The Board of Directors and management are recommending the reappointment of MNP LLP, Chartered Professional Accountants, of Calgary, Alberta as the independent auditor of the Corporation, to hold office until the next annual meeting of the shareholders, at a remuneration to be fixed by the Board. MNP LLP has been the auditor of the Corporation since March 4, 2021.

    The form of proxy permits each shareholder to vote "For" or "Withhold" for the reappointment of the auditor.

    Voting Results of 2025 Annual Meeting:

    Votes For

    Votes Withheld

    Total

    # of Votes

    35,984,897

    27,926

    36,012,823

    % of Votes

    99.92%

    0.08%

    100%

  4. "Say on Pay" Advisory Vote

The Board believes that shareholders should have the opportunity to fully understand the objectives, philosophy and principles the Board has used in its approach to executive compensation decisions, and to have an advisory vote on the Corporation's approach to executive compensation.

As part of the Board's commitment to strong corporate governance, the Corporation holds an annual advisory vote on the Corporation's approach to executive compensation. This annual shareholder advisory vote forms an integral part of its shareholder engagement process.

As the vote will be an advisory vote, the results will not be binding upon the Board. However, the Board will consider the results of the vote when considering its approach to executive compensation in the future.

The Corporation will disclose the results of the shareholder advisory vote as part of its report on voting results for the Meeting.

If the shareholder advisory vote is not approved, the Board will consult with its shareholders (particularly those who are known to have voted against it) to understand their concerns and will review the Corporation's approach to executive compensation in light of those concerns.

Shareholders that vote against the resolution are encouraged to contact the Chair of the Board to explain their concerns. A secure, confidential link to contact the Chair of the Board can be found on Pulse's corporate website at https://pulseseismic.com/about/governance-disclosures/.

At the Meeting, shareholders will be asked to vote on the following resolution:

"RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors that the shareholders accept the approach to executive compensation disclosed in the Information Circular dated March 16, 2026."

Approval of this resolution will require approval by a simple majority of the votes cast by shareholders in person and by proxy.

The Board of Directors unanimously recommends that shareholders vote FOR this resolution.

Voting Results of 2025 Annual Meeting:

Votes For

Votes Withheld

Total

# of Votes

31,001,892

69,159

31,071,051

% of Votes

99.78%

0.22%

100%

STATEMENT OF EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE

The following table summarizes compensation for each Named Executive Officer for each of the three most recently completed financial years:

Name and principal position

Year

Salary ($)

Share-based awards

($) (1)

Non-equity incentive plan compensation

($)

All other compensation ($) (3),(4)

Total Compensation ($)

Annual incentive plans (2)

Neal Coleman, President and CEO

2025

363,500

333,642

310,000

16,245

$1,023,387

2024

356,360

298,131

120,000

15,780

790,271

2023

344,310

324,645

340,000

15,390

1,024,345

Pamela Wicks, Vice President Finance and CFO

2025

312,300

303,231

290,000

15,615

$921,146

2024

306,150

241,172

120,000

15,307

682,629

2023

295,790

294,103

270,000

14,790

874,683

Trevor Meier, Vice President Sales and Marketing

2025

299,800

277,488

200,000

14,990

$792,278

2024

293,920

210,263

120,000

14,696

638,879

2023

283,980

292,177

180,000

14,199

770,356

Notes:

(1)The Long-Term Incentive Plan (LTIP) is considered to be an equity incentive plan under IFRS 2 Share-based payments. The dollar amounts shown represent the fair value of LTIP earned for the year, which vest March 31 of the following year, as valued on the original award date of the related notional shares units. For 2025, the dollar amount shown for each Named Executive Officer represents 193,978 shares for Mr. Coleman, 176,297 shares for Ms. Wicks and 161,330 shares for Mr. Meier. The methodology used to calculate the fair value is to determine the 20-day volume weighted average trading price of the shares on the TSX immediately prior to the award date. For 2025 the fair value was based on $1.72 per share. The LTIP compensation expenses are accounted for on a fair value basis in accordance with International Financial Reporting Standards ("IFRS") for accounting purposes.

(2)Represents short-term compensation earned in each year under the Short-Term Incentive Plan (STIP) for that year and paid in the following year.

(3)Excludes perquisites that in aggregate are worth less than $50,000 or are worth less than 10% of a Named Executive Officer's total salary for the financial year.

(4)Represents matching contributions to Group RRSP contributions, unless otherwise noted.

For further information on all plan-based awards, see "Short-Term Incentive Plan" and "Long-Term Incentive Plan" under "COMPENSATION DISCUSSION AND ANALYSIS".

INCENTIVE PLAN AWARDS Outstanding share-based awards:

The following table provides information for each Named Executive Officer concerning all share-based awards outstanding at December 31, 2025:

Share-based awards

Name

Number of shares or units of shares that have not vested (#)

Market or payout value of all share-based awards, that have not yet vested ($) (1) (2)

PSUs

RSUs

Total

Neal Coleman

322,658

161,328

483,986

1,592,314

Pamela Wicks

281,173

140,584

421,757

1,387,581

Trevor Meier

268,790

134,393

403,183

1,326,472

Notes:

(1)Based upon the closing price of the Corporation's common shares on the TSX on December 31, 2025, of $3.29.

(2)LTIP awards for the Named Executive Officers are divided into 2/3 PSUs and 1/3 RSUs. The PSUs are eligible to vest in three tranches on March 31, 2026, 2027 and 2028. The RSUs automatically vest in three tranches on March 31, 2026, 2027 and 2028. 100% of the eligible PSUs will vest on March 31, 2026. The value of share-based awards in this table also assumes that 100% of the PSUs eligible to vest on March 31, 2027, and 2028 will vest, although the performance vesting thresholds for 2027 and 2028 vesting have not yet been determined. This table assumes the full vesting of RSUs on March 31, 2026, 2027, and 2028.

Incentive plan awards - value vested or earned during the year:

The following table provides information for each Named Executive Officer concerning the value vested or earned under all incentive plans during the 2025 financial year, related to the 2024 fiscal year:

Name

Share-based awards - Value vested during the year ($) (1)

Non-equity incentive plan compensation - Value earned during the year ($) (2)

Neal Coleman

347,784

120,000

Pamela Wicks

281,312

120,000

Trevor Meier

245,210

120,000

Notes:

(1)Represents the aggregate dollar value realized upon vesting of LTIP awards on March 31, 2025, computed by multiplying the number of common shares that vested by the fair market price of the Corporation's common shares on the TSX on March 31, 2025, of $2.41. LTIP awards for the Named Executive Officers are divided into 2/3 PSUs and 1/3 RSUs. Thirty-one percent of the eligible PSUs vested on March 31, 2025. All of the eligible RSUs automatically vested on March 31, 2025. The number of units vested on March 31, 2025 was 144,308 for Mr. Coleman, 116,726 for Ms. Wicks and 101,746 for Mr. Meier.

(2)The non-equity plan compensation consists of the amount paid under the STIP in March 2025 for 2024 performance.

For a description of the significant terms of all plan-based awards, see "Short-Term Incentive Plan" and "Long-Term Incentive Plan" under "COMPENSATION DISCUSSION AND ANALYSIS".

PENSION PLAN BENEFITS

The Corporation does not have a pension plan.

Under the Group RRSP for employees established by the Corporation, employees (including the executive officers) can make contributions up to their annual RRSP contribution maximum, and the Corporation matches 100% of the employee contributions (up to 5% of base salary).

TERMINATION AND CHANGE OF CONTROL BENEFITS

The following table summarizes the provisions under the Executive Employment Agreements (EEA's) with each of the Named Executive Officers and the Corporation's Short-Term and Long-Term Incentive Plans relating to resignation, retirement, termination without cause, change of control, and non-competition and non-solicitation for each Named Executive Officer:

Name

Cash Severance Payment

Short Term Incentive Plan Payment

Acceleration of Unvested LTIP Awards

Non-Competition and

Non-Solicitation Period

Neal Coleman

Resignation

No

No

None

12 months

Retirement

No

No

Pro rata portion of unvested LTIP Awards to retirement date

12 months

Termination without cause

12 months x

150% of monthly

base salary (1)

No (1)

None

12 months

Termination without cause, constructive dismissal or resignation following a change of control (2), (3)

18 months x

150% of monthly

base salary (1)

No (1), (4)

All unvested LTIP Awards are vested upon a change of control

12 months

Pamela Wicks

Resignation

No

No

None

No

Retirement

No

No

Pro rata portion of unvested LTIP Awards to retirement date

No

Termination without cause

12 months x

150% of monthly

base salary (1)

No (1)

None

No

Termination without cause, constructive dismissal or resignation following a change of control (2), (3)

18 months x

150% of monthly

base salary (1)

No (1), (4)

All unvested LTIP Awards are vested upon a change of control

No

Trevor Meier

Resignation

No

No

None

6 months

Retirement

No

No

Pro rata portion of unvested LTIP Awards to retirement date

6 months

Termination without cause

12 months x

150% of monthly

base salary (1)

No (1)

None

6 months

Termination without cause, constructive dismissal or resignation following a change of control (2), (3)

18 months x

150% of monthly

base salary (1)

No (1), (4)

All unvested LTIP Awards are vested upon a change of control

6 months

Notes:

(1)The 50% gross up is intended to compensate the Named Executive Officer for all employee benefits, STIP payments and other amounts that the Named Executive Officer might otherwise have received during the severance period.

(2)Under the EEA's, triggered if (a) the Named Executive Officer is terminated without cause within six months after the change of control, or (b) the Named Executive Officer is constructively terminated within six months after the change of control, or (c) during the period starting three months and ending six months after the change of control, the Named Executive Officer elects to terminate the Named Executive Officer's employment.

(3)The total payout (cash severance and LTIP) following a change of control is capped at 4 times annual base salary for all the Named Executive Officers.

(4)Upon a change of control, the Board of Directors may allocate and pay the estimated amount of the pro-rated incentive pool to the date of change of control.

The following table quantifies the payments that would have been payable under the EEA's and the Corporation's Short-Term and Long-Term Incentive Plans for each Named Executive Officer, assuming that the triggering event took place on December 31, 2025:

Name

Cash Severance Payment ($)

Short-Term Incentive Plan Payment ($)

Acceleration of Unvested LTIP Awards ($)

Total

($)

Neal Coleman

Resignation

Nil

Nil

Nil

Nil

Retirement

Nil

Nil

638,188

638,188

Termination without cause

545,250

Nil

Nil

545,250

Termination without cause, constructive dismissal or resignation following a change of control

817,875

Nil

1,592,314

1,454,000 (3)

Pamela Wicks

Resignation

Nil

Nil

Nil

Nil

Retirement

Nil

Nil

580,017

580,017

Termination without cause

468,450

Nil

Nil

468,450

Termination without cause, constructive dismissal or resignation following a change of control

702,675

Nil

1,387,581

1,249,200 (3)

Trevor Meier

Resignation

Nil

Nil

Nil

Nil

Retirement

Nil

Nil

530,776

530,776

Termination without cause

449,700

Nil

Nil

449,700

Termination without cause, constructive dismissal or resignation following a change of control

674,550

Nil

1,326,472

1,199,200 (3)

DIRECTOR COMPENSATION

The following table summarizes compensation provided to the independent directors for the 2025 financial year:

Name

Fees earned ($)

Share-based awards

($) (1)

All other compensation

($)

Total

($)

Paul Crilly

Annual retainer

30,000

24,244

Nil

82,344

Chair fees

12,500

Meeting fees

15,600

Total

58,100

Melanie Westergaard

Annual retainer

30,000

24,239

Nil

81,039

Chair fees

10,000

Meeting fees

16,800

Total

56,800

Robert Robotti

Annual retainer

30,000

24,196

Nil

85,396

Chair fees

18,000

Meeting fees

13,200

Total

61,200

Dallas Droppo

Annual retainer

30,000

24,268

Nil

78,468

Chair fees

5,000

Meeting fees

19,200

Total

54,200

Patrick Ward

Annual retainer

30,000

24,236

Nil

72,436

Chair fees

5,000

Meeting fees

13,200

Total

48,200

Notes:

  1. The Long-Term Incentive Plan (LTIP) is considered to be an equity incentive plan under IFRS 2 Share-based payments. The dollar amounts shown represent the fair value of LTIP earned for the year, as valued on the original award date of the related

    notional shares units. The methodology used to calculate the fair value is to determine the 20-day volume weighted average trading price of the shares on the TSX immediately prior to the award date. In February 2025, the DSU plan was adopted and all outstanding unvested RSUs were converted into vested DSUs. The dollar amounts reflect the DSUs earned in respect of the 2025 year and exclude units under the prior director LTIP plan that would have vested on March 31, 2025 in respect of the previous year.

    As at January 1, 2025, the following standard compensation arrangements for independent (non-management) directors were in effect:

    • Each director receives an annual retainer of $30,000.

    • The Chair of the Board and the Chairs of the following Committees receive the following additional annual retainers:

      Chair of the Board

      $18,000

      Chair of the Audit and Risk Committee

      $12,500

      Chair of the Compensation Committee

      $10,000

      Chair of the Corporate Governance and Nominating Committee

      $5,000

      Chair of the Environment, Social, Governance and Health Committee

      $5,000

    • Each director receives meeting fees of $1,200 for each meeting of the Board or any Board Committee at which they attended, either in person or virtually.

    • Each director was reimbursed for their reasonable expenses of attending any meeting of the Board or any Board Committee

      Outstanding share-based awards:

      The following table provides information for each director concerning all share-based awards outstanding at December 31, 2025:

      Share-based awards

      Name

      Number of Deferred Share Units vested and outstanding (#)(1)

      Market or payout value of share-based awards vested and outstanding (1) (2)($)

      Paul Crilly

      27,766

      91,352

      Melanie Westergaard

      27,783

      91,405

      Robert Robotti

      27,785

      91,413

      Dallas Droppo

      27,776

      91,382

      Patrick Ward

      28,998

      95,404

      Notes:

      (1)LTIP awards to independent directors consist entirely of DSUs awarded under the DSU plan and vest immediately when awarded.

      (2)Based upon the closing price of the Corporation's common shares on the TSX on December 31, 2025, of $3.29.

      Incentive plan awards - value vested or earned during the year:

      The following table provides information for each director concerning the value vested or earned under all incentive plans during the 2025 financial year:

      Name

      Share-based awards - Value vested in 2025 in respect of the previous year($)

      (1) (2)

      Share-based awards - Value vested in 2025 in respect of the current year($) (1) (2)

      Total Share-based awards - Value vested during the year($)

      Paul Crilly

      24,902

      24,244

      49,146

      Melanie Westergaard

      24,904

      24,239

      49,143

      Robert Robotti

      24,929

      24,196

      49,125

      Dallas Droppo

      24,852

      24,268

      49,121

      Patrick Ward

      24,391

      24,236

      48,628

      Note:

      (1)Represents the aggregate dollar value realized upon vesting of LTIP awards on both the adoption of the DSU plan on February 13, 2025 and a December 31, 2025 grant date, computed by multiplying the number of common shares that vested by the 20-day volume weighted average trading price of the shares on the TSX immediately prior to the award date..

      (2)Following the adoption of the DSU plan in February 2025, under which units vest immediately, the 2025 year will effectively include two vesting dates being the units that would have vested on March 31, 2025 and March 31, 2026 under the previous director LTIP.

      For a description of the significant terms of all plan-based awards, see "Long-Term Incentive Plan" under "COMPENSATION DISCUSSION AND ANALYSIS".

      COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION GOVERNANCE: Compensation Committee: COMPENSATION POLICIES AND PRACTICES: Industry Comparables:

      Pulse is a publicly traded seismic data library company. Pulse does not have any directly comparable publicly traded Canadian companies. Although there are other Canadian publicly traded companies that have a seismic data library as part of their business, none of them are pure play seismic data library companies. Pulse considers itself to be part of the energy services industry, and for the purpose of obtaining the closest industry comparable information, utilizes comparative information from oil and natural gas energy services companies. Where available, Pulse also uses comparative information from publicly traded Canadian companies that have a seismic data library as part of their business. In order to attract and retain executive officers and employees, Pulse must compete against Calgary based oil and natural gas energy services companies and also oil and natural gas exploration and development companies.

      Compensation Principles:

      The Board has approved the following basic Compensation Principles developed and recommended by the Compensation Committee:

    • Pay for performance should be a meaningful component of executive compensation.

    • Compensation should focus on key indicators of measurable corporate performance as well as assessable individual performance.

    • Performance-related compensation should consider the long-term health of the Corporation and value creation over a 2 to 5 year period.

    • Executives should build equity in the Corporation to align their interests with shareholders.

    • Pensions, benefits, severance and change of control entitlements should be in line with other companies of comparable size.

    • The Board is open to engagement with shareholders on executive compensation. The Corporation will hold an annual shareholder advisory vote on its approach to executive compensation as an integral part of this process.

      These Principles are reviewed on an annual basis by the Compensation Committee.

      Compensation Philosophy and Objectives:

      The objectives of Pulse's compensation program for the executive officers are to:

    • attract and retain key executive officers;

    • motivate and reward performance and contributions by executive officers; and

    • align the interests of the executive officers with those of the shareholders.

      The three principal elements of the compensation program for the executive officers are base salary, annual cash incentive payments under the STIP and annual awards of Performance Share Units and Restricted Share Units under the LTIP. These principal elements are used to meet the objectives of the compensation program as follows:

      Attract and retain key executive officers: Pulse must provide a competitive total compensation package in order to attract and retain key executive officers. The individual components and total compensation package must be competitive against those offered by other seismic data library companies and Calgary based oil and natural gas energy services companies and oil and natural gas exploration and development companies. Motivate and reward performance and contributions by executive officers: The evaluation of the performance and contributions of each executive officer affects the base salary of each executive officer, the amount of the annual general salary increase allocated to each executive officer, and the amount of the annual cash incentive pool under the STIP allocated to each executive officer. Align the interests of the executive officers with those of the shareholders: Under the annual STIP, the amount of the annual incentive pool is calculated based upon adjusted Shareholder Free Cash Flow per share for that year. (See "Short Term Incentive Plan" for the definition of adjusted Shareholder Free Cash Flow per share.)

      Under the LTIP, the vesting parameters of Performance Share Units are determined in advance each year having regard to adjusted Shareholder Free Cash Flow per share. As well, awards of both Performance Share Units and Restricted Share Units are equity-based awards, so the future value of the awards will depend upon the change in the value of the shares. The executive officers must also maintain minimum shareholding requirements and are prohibited from hedging shares within the minimum shareholding requirements.

      Key Financial Metric for Incentive Compensation Programs:

      The key financial metric for Pulse's incentive compensation programs for its executive officers is Shareholder Free Cash Flow per share.

      Shareholder Free Cash Flow per share represents the cash available to grow Pulse's seismic data library, to pay dividends, to purchase its shares and to repay debt when applicable. It is the view of the Compensation Committee and the Board of Directors that the long-term increase in the value of Pulse is directly related to the ability of Pulse to generate Shareholder Free Cash Flow per share. Accordingly, the philosophy behind the STIP and LTIP is to compensate the executive officers based upon Shareholder Free Cash Flow per share, not short-term shareholder total return. The correlation between Shareholder Free Cash Flow per share and total executive compensation can be seen in the following historical comparison graph:



      Shareholder Free Cash Flow per share is a non-GAAP financial measure which is defined and explained in detail in the "Non-GAAP Financial Measures" section of Pulse's MD&A for the most recently completed financial year. A copy of such MD&A is on SEDAR+ at https://www.sedarplus.ca and is also available on the Corporation's website at https://www.pulseseismic.com. The Corporation will, upon request, promptly provide a copy of such document free of charge to a security holder of the Corporation.

      SAY ON PAY:

      The Board believes that shareholders should have the opportunity to fully understand the objectives, philosophy and principles the Board has used in its approach to executive compensation decisions, and to have an advisory vote on the Corporation's approach to executive compensation.

      As part of the Board's commitment to strong corporate governance, the Corporation holds an annual advisory vote on the Corporation's approach to executive compensation. This annual shareholder advisory vote forms an integral part of its shareholder engagement process.

      For further information, see the "Say on Pay Advisory Vote" section of the Information Circular. The results for the "Say on Pay" vote at the AGM on April 23, 2025, were as follows:

      For: 31,001,892 (99.78%)

      Against: 69,159 (0.22%)

      EXECUTIVE OFFICERS' GOALS AND OBJECTIVES:

      At the beginning of each year, the Board approves annual written Goals and Objectives for the CEO and the Other Named Executive Officers, after recommendation by the Compensation Committee. Individual performance for Company executive officers is considered and assessed by the Board relative to these goals and objectives, after assessment and recommendation by the Compensation Committee with input from the Corporate Governance and Nominating Committee. The assessment by the Board is considered when determining the appropriate base salary of the CEO and Other Named Executive Officers and the amount of the annual cash incentive pool under the STIP.

      Performance of the Company has been assessed relative to the strategic focus areas of maximizing the value of the Company's seismic data library assets, strengthening the balance sheet, and emphasis on prudent capital allocation.

      In assessing the 2025 performance of the Company and the executive team, the Compensation Committee considered, among other traditional industry measures and the goals of the executive officers, the following milestones and key successes achieved by the Company over the year. Specifically: financial performance, cost management, capital returns to shareholders and the integrity of the seismic data library.

      • Revenue of $51.1 million.

      • EBITDA of $40.8 million.

      • Shareholder Free Cashflow of $ 31.6 million.

      • Total capital returned to shareholders in the year of $24.1 million which is equivalent to 76% of the shareholder free cashflow generated, contributing to the 38% increase in share price at year end 2025 compared to the prior year end.

      • A 17% increase to the regular annual dividend to $0.07 per common share in the second quarter.

      • The payment of two special dividends in the year of $0.20 per common share each in both March and August of 2025. The total of dividends declared in the year of

        $0.4675 per share represents a return of capital of $23.7 million.

      • The repurchase of 120,800 shares through the NCIB for an additional return of

        $309,000 to shareholders.

      • Focus on ESG, particularly volunteering in the community, supporting local social support charities and increasing its environmental efforts through a partnership with a local conservation area in its re-forestation and educational programs.

      • Ongoing careful cost management.

      • Maintenance of the integrity of the value of its seismic data library.

The Board has reviewed the results of the 2025 Goals and Objectives of the CEO and Other Named Officers. In the Board's view, the Company Executives exceeded their established goals and objectives. The 15 person Company continues to operate very efficiently and exercises excellent cost management. Data licensing sales fluctuate significantly from year to year and are difficult to budget with any degree of certainty. Traditional data library sales totaled $18.2 million in 2025, exceeding the $15.1 million licensed in 2024 and representing the second-highest level of traditional sales achieved over the past decade. Transaction-based data library sales, which can materially impact year-over-year revenue due to their unpredictable nature, amounted to

$32.9 million in 2025, compared with $8.2 million in 2024.Total revenue reached $51.1 million in 2025, marking the second-highest level of sales since Pulse's inception. Given the Company's

ability to achieve strong EBITDA margins, 62% of revenue was converted into shareholder free cash flow. Of the resulting $31.6 million in shareholder free cash flow, 76% was returned to shareholders, primarily through dividends, and to a lesser extent in 2025, through the repurchase of Company shares under its Normal Course Issuer Bid.

2025 COMPENSATION BASE SALARIES:

Executive and employee salaries for 2025 were increased by 2 to 3% of 2024 salaries.

SHORT TERM INCENTIVE PLAN:

Pulse provides short-term incentive compensation to its executive officers and all employees through an annual STIP.

The annual STIP is approved by the Board of Directors, after recommendation by the Compensation Committee. An annual incentive pool is established under the STIP and is calculated as a specific financial measure of the Corporation's financial performance during that year.

In February 2026, the Board of Directors, after recommendation by the Compensation Committee approved the amount of the 2025 STIP for the Executive Officers and all employees. The annual incentive pool under the 2025 STIP was based upon a direct linear relationship to adjusted Shareholder Free Cash Flow for 2025.

The 2025 STIP was composed of two parts:

  1. Corporate Performance Pool, based upon corporate performance; and

  2. Individual Performance Pool, awarded up to a pre-determined maximum amount and based upon individual performance.

The Corporate Performance portion of the 2025 STIP pool was a direct linear function relationship to adjusted Shareholder Free Cash Flow above a minimum threshold, and subject to a cap on the total pool. The minimum threshold of adjusted Shareholder Free Cash Flow chosen was 10% of December 31, 2024, market capital, calculated using the number of shares outstanding multiplied by the 60 day volume weighted average trading price. For 2025, the market capital was $115.9 million, and the minimum threshold was $12.0 million or an estimated $0.23 adjusted Shareholder Free Cash Flow per share. The STIP pool cap is reached at 25% of the market capital, or $29.0 million, or an estimated $0.57 per share of adjusted shareholder free cash flow. The maximum Corporate Performance Pool was 37.5% of aggregate eligible salaries paid in 2025.

The Individual Performance Pool was based upon pre-approved individual performance goals. The maximum Individual Performance Pool was 12.5% of aggregate eligible salaries paid in 2025.

Adjusted Shareholder Free Cash Flow is calculated as Shareholder Free Cash Flow (as defined in Pulse's disclosure documents) plus the 2025 incentive plan accrual.

For 2025, the cap on the STIP pool was $1,137,000, based on actual aggregate salaries paid for the year.

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