Senseonics Holdings, Inc.

Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. Except as set forth below, there have been no material changes from our risk factors described in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 2, 2026, except for the following:

The consummation of the European Asset Purchases is subject to conditions that may not be satisfied, and delays or failures in completing the European Closings could adversely affect our business, financial condition and results of operations.

On March 12, 2026, we entered into the Local Purchase Agreements with Ascensia, pursuant to which we agreed to acquire certain commercial assets and assume certain related liabilities in Italy, Germany, Spain and Sweden. The closing of each of the European Asset Purchases is subject to the satisfaction or waiver of customary closing conditions, including the obtaining of certain regulatory clearances, consents or non-objection with respect to the transfer of tender contracts and the completion of certain required labor and employment processes. There can be no assurance that these conditions will be satisfied or waived in a timely manner, or at all. Potential delays in consummating the European Closings could result in increased execution costs, diversion of management attention and resources, and prolonged reliance on Ascensia for transition services under the Transition Services Agreement, which could increase our operating expenses. In addition, the assumption of direct commercial responsibility for Eversense in the European Territories involves significant operational risks, including potential disruptions in relationships with employees, patients, prescribers, distributors or regulatory authorities. We will be required to establish or expand local operations, hire or retain qualified personnel, and comply with local regulatory requirements in each of the European Territories. If we are unable to successfully complete the European Asset Purchases or effectively manage the transition of commercial operations, our ability to generate revenue in the European Territories could be materially adversely affected, and we may incur significant costs that could harm our financial condition and results of operations.

Risks Related to our Financial Results and Need for Financing

Future borrowings under the Second Amendment to our Amended Loan and Security Agreement with Hercules Capital, Inc. are subject to conditions that may not be satisfied, and we may not have access to the full amount of the facility.

On May 1, 2026, we entered into the Second Amendment to our Amended Loan and Security Agreement with Hercules (the “Second Amendment”), which increased the total loan potential borrowings under the agreement from $100.0 million to $140.0 million. As of the date of this report, we have drawn an aggregate of $55 million of borrowings under the Hercules facility. However, future borrowings under the agreement are subject to the satisfaction of certain terms and conditions and, with respect to the final $60.0 million, the approval of Hercules’s investment committee. There can be no assurance that such conditions to funding will be satisfied. If we are unable to access the full amount of the facility, we may not have sufficient liquidity to fund our operations and may need to seek additional financing on terms that may be less favorable, or we may not be able to obtain additional financing at all.

Our increased indebtedness under the amended Hercules facility may adversely affect our financial condition, and we may not be able to maintain compliance with the financial covenants contained therein.

As a result of the Second Amendment, we have the potential to incur significantly greater indebtedness under the amended Hercules facility. Increased indebtedness could, among other things, increase our vulnerability to general adverse economic and industry conditions, limit our flexibility in planning for or reacting to changes in our business and the industry in which we operate, and place us at a competitive disadvantage compared to our competitors that have less debt. In addition, we will be required to comply with financial and other covenants in the amended facility and our ability to comply with these covenants will depend on our future operating performance, which is subject to prevailing economic conditions and other factors, many of which are beyond our control. If we fail to comply with these covenants, we could be in default under the facility, which could result in the acceleration of all outstanding indebtedness thereunder and materially adversely affect our financial condition and ability to continue as a going concern.