Senseonics Holdings, Inc.

APPROVAL OF A SERIES OF ALTERNATE AMENDMENTS TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE THE BOARD OF DIRECTORS TO IMPLEMENT A REVERSE STOCK SPLIT OF OUR COMMON STOCK IN THE RANGE OF 1-FOR-10 TO 1-FOR-20

On July 11, 2025, our Board of Directors unanimously adopted resolutions approving, declaring advisable and recommending to the stockholders for their approval a proposal to authorize our Board of Directors, in its discretion, to amend our Amended and Restated Certificate of Incorporation to effect a reverse stock split (“Reverse Stock Split”) of our issued and outstanding common stock (with a proportionate reduction in the authorized number of shares of our common stock (“Authorized Share Reduction”) at a ratio in the range of 1-for-10 to not more than 1-for-20 at any time prior to September 29, 2026, such ratio to be determined by the Board of Directors. The form of proposed amendment to our Amended and Restated Certificate of Incorporation (“Certificate of Amendment”) to effect a reverse stock split is set forth on Appendix A (subject to any changes required by applicable law). Pursuant to the General Corporation Law of the State of Delaware, our state of incorporation, our Board of Directors must adopt any amendment to our Amended and Restated Certificate of Incorporation and submit the amendment to our stockholders for their approval. Approval of this proposal will grant our Board of Directors the authority (but not the obligation), without further action by the stockholders, to carry out such action any time prior to September 29, 2026, one year from the date of the Special Meeting.

Accordingly, effecting a reverse stock split would reduce the number of outstanding shares of our common stock. The effectiveness of any one of these amendments to our Amended and Restated Certificate of Incorporation and the abandonment of the other amendments, or the abandonment of all of these amendments, will be determined by our Board of Directors following the Special Meeting and prior to the one-year anniversary of the date the Reverse Stock Split Proposal is approved by our stockholders. Our Board of Directors has recommended that the Reverse Stock Split Proposal be presented to our stockholders for approval.

Notwithstanding approval of the Reverse Stock Split Proposal by our stockholders, our Board of Directors may, at its sole option, abandon the proposed amendments and determine prior to the effectiveness of any filing with the Secretary of State of the State of Delaware not to effect any Reverse Stock Split, as permitted under Section 242(c) of the General Corporation Law of the State of Delaware.

We are proposing that our Board of Directors have the discretion to select the Reverse Stock Split ratio from within a range between and including 1-for-10 and 1-for-20, rather than proposing that stockholders approve a specific ratio at this time, in order to give our Board of Directors the flexibility to implement a Reverse Stock Split at a ratio that reflects the Board’s then-current assessment of the factors described below under “Criteria to be Used for Determining Whether to Implement the Reverse Stock Split.” If the Board decides to implement a Reverse Stock Split, we will file the Certificate of Amendment with the Secretary of State of the State of Delaware and the Reverse Stock Split will be effective at the close of business on the business day following its filing with the Secretary of State of the State of Delaware, or such later time as is chosen by the Board and set forth in the Certificate of Amendment. Except for adjustments that may result from the treatment of fractional shares as described below, each of our stockholders will hold the same percentage of our outstanding common stock immediately following the Reverse Stock Split as such stockholder holds immediately prior to the Reverse Stock Split.