Item 8.01. Other Events

Adoption of Senseonics Holdings, Inc. 2023 Commercial Equity Plan

On January 10, 2023, the Board of Directors (the "Board") of Senseonics Holdings, Inc. (the "Company") adopted the Senseonics Holdings, Inc. 2023 Commercial Equity Plan (the "Plan"). The Board adopted the Plan to provide the ability to grant equity incentive awards to employees ("Eligible Recipients") of organizations with which the Company has a commercial arrangement, including the Company's global commercial partner Ascensia Diabetes Care Holdings AG, a Swiss company ("ADC"), who assist with the commercialization of the Company's products. The Plan provides for the discretionary granting of non-statutory stock options and restricted stock units (the "Awards") to Eligible Recipients. It is currently contemplated that grants of Awards to Eligible Recipients under the Plan generally would be subject to performance-based vesting conditions.

The aggregate number of shares of common stock that may be issued under the Plan will not exceed 10,000,000 shares (the "Shares"), subject to adjustment in accordance with the Plan. In connection with the Plan, the Company intends to file a Registration Statement on Form S-3 ("Registration Statement") with the Securities and Exchange Commission (the "SEC"). The Company may not issue any Awards under the Plan until the Registration Statement has been declared effective by the SEC.

The objective of the Plan is to provide the Eligible Recipients with an opportunity to share in the Company's growth and provide incentives for the participants to exert maximum efforts for the Company's success, further aligning the interests of individuals supporting Eversense commercialization with the interests of the Company's stockholders.

The Company is party to a collaboration and commercialization agreement with ADC, pursuant to which ADC has nearly exclusive worldwide distribution responsibility for the Company's products. The Board adopted the Plan to permit the grant of equity incentives to the Eligible Recipients, including employees of ADC who are responsible for the commercialization of the Company's products. Because such individuals do not provide services to the Company, they are ineligible to participate in the Company's existing 2015 Equity Incentive Plan.

The foregoing description of the Plan is not complete and is qualified in its entirety by reference to the full text of the Plan and the forms of the awards issuable thereunder, which will be filed as exhibits to the Registration Statement.

This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933.

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