Senseonics Holdings, Inc. Stock Compensation Disclosure

15. Stock-Based Compensation

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2015 Plan

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In December 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”), under which incentive stock options, non-qualified stock options and restricted stock units may be granted to the Company’s employees and certain other persons, such as officers and directors, in accordance with the 2015 Plan provisions. In February 2016, the Company’s Board of Directors adopted, and the Company’s stockholders approved, an Amended and Restated 2015 Equity Incentive Plan (the “Amended and Restated 2015 Plan”), which became effective on February 20, 2016. The Company’s Board of Directors may terminate the Amended and Restated 2015 Plan at any time. Options granted under the Amended and Restated 2015 Plan expire ten years after the date of grant.

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Pursuant to the Amended and Restated 2015 Plan, the number of shares of the Company’s common stock reserved for issuance automatically increases on January 1 of each year, ending on January 1, 2026, by 3.5% of the total number of shares of its common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by its Board of Directors. As of December 31, 2025, 1,539,625 shares remained available for grant under the Amended and Restated 2015 Plan. Effective January 1, 2026, by virtue of the automatic increase described above, the total number of shares remaining available for grant under the Amended and Restated 2015 Plan was increased to 2,983,927 shares.

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Inducement Plan

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On May 30, 2019, the Company adopted the Senseonics Holdings, Inc. Inducement Plan (the “Inducement Plan”) pursuant to which the Company reserved 90,000 shares of the Company’s common stock for issuance. The only persons eligible to receive grants of awards under the Inducement Plan are individuals who satisfy the standards for inducement grants in accordance with Nasdaq Listing Rule 5635(c)(4), including individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company. An “Award” is any right to receive the Company’s common stock pursuant to the Inducement Plan, consisting of non-statutory options, restricted stock unit awards and other equity incentive awards. As of December 31, 2025, 26,875 shares remained available for grant under the Inducement Plan.

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Commercial Equity Plan

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On January 30, 2023, the Company adopted the Senseonics Holdings, Inc. 2023 Commercial Equity Plan (the “Commercial Equity Plan”), pursuant to which the Company reserved 500,000 shares of common stock for issuance. Eligible recipients under the plan are non-employees of Senseonics who assist with the commercialization of Eversense. An “Award” is any right to receive the Company’s common stock pursuant to the Commercial Equity Plan, consisting of non-statutory options and restricted stock unit awards. As of December 31, 2025, 315,378 shares remained available for grant under the Commercial Equity Plan.

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2016 Employee Stock Purchase Plan

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In February 2016, the Company adopted the 2016 Employee Stock Purchase Plan (the “2016 ESPP”). The 2016 ESPP became effective on March 17, 2016. The maximum number of shares of common stock that may be issued under the 2016 ESPP was initially 40,000 shares and will automatically increase on January 1 of each year, beginning on January 1, 2017 and ending on and including January 1, 2026, by 1.0% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year; provided, however, the Board of Directors may act prior to the first day of any calendar year to provide that there will be no January 1 increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of common stock. At December 31, 2025 there were 1,404,389 shares of common stock available for issuance under the 2016 ESPP. Effective January 1, 2026, by virtue of the automatic increase described above, the total number of shares remaining available for issuance under the 2016 ESPP was increased to 1,817,046 shares.

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The 2016 ESPP permits participants to purchase shares of the Company’s common stock through payroll deductions of up to 15% of their earnings. Unless otherwise determined by the administrator, the purchase price of the shares will be 85% of the lower of the fair market value of common stock on the first day of an offering or on the date of purchase. Participants may end their participation at any time. The Company initiated its first 2016 ESPP offering period on August 1, 2019. On January 31, 2025, there were 174,945 shares purchased in connection with the offering period. On July 31, 2025, there were 211,966 shares purchased in connection with the offering period. The 2016 ESPP is considered compensatory for financial reporting purposes.

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Stock Options

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The Company recognizes the cost of employee and non-employee services received in exchange for awards of equity instruments, such as stock options, based on the fair value of those awards at the date of grant. The estimated fair value of stock options on the date of grant is amortized on a straight-line basis over the requisite service period for each separately vesting portion of the award for those awards with service conditions only. For awards that also contain performance conditions, expense is recognized beginning at the time the performance condition is considered probable of being met over the remaining vesting period.

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Stock option activity under the plans during the years ended December 31, 2025 and 2024 is as follows:

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The weighted average grant-date fair value of stock option awards granted in 2025 and 2024 was $6.88 and $7.80 per share, respectively.

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There were no options exercised for the year ended December 31, 2025. For the year ended December 31, 2024, 593 options were exercised with an aggregate intrinsic value at the time of exercise of less than $0.1 million.

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The total fair value of options that vested during 2025 and 2024 was approximately $1.5 million and $0.2 million, respectively.

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The aggregate intrinsic value of the options currently exercisable at December 31, 2025 was $0.00. The aggregate intrinsic value of stock options outstanding at December 31, 2025 less than $0.1 million, which approximated the aggregate intrinsic value of options vested and expected to vest as of December 31, 2025.

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The weighted average grant date fair value of the unvested stock option awards outstanding at December 31, 2025 and 2024 was $6.98 and $8.40 per share, respectively. The weighted average grant date fair value of the stock option awards vested, exercised, and forfeited/cancelled for the year ended December 31, 2025 was $7.85, $0.00 and $9.80 per share, respectively.

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Fair value is estimated at each grant date under the plans using the Black-Scholes Model with assumptions summarized in the following table:

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The risk-free interest rate assumption is based upon observed U.S. treasury yields for a period consistent with the expected term of the Company’s employee and non-employee stock options. The expected term is the period of time for which the stock-based options are expected to be outstanding. The expected term is determined using the “simplified method” which is defined as the mid-point between the vesting date and the end of the contractual term. The Company does not pay a dividend, and is not expected to pay a dividend in the foreseeable future.

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The Company utilizes comparable public companies’ volatility rates as a proxy of its expected volatility for purposes of the Black-Scholes Model. Stock-based compensation expense is recorded monthly and is adjusted periodically for actual forfeitures as they occur.

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Stock-based compensation expense for employee and non-employee stock options for each of the years ended December 31, 2025 and 2024, is as follows (in thousands):

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As of December 31, 2025, there was $5.8 million of total unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a weighted average period of 3.21 years.

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Restricted Stock Units

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The Company issued a total of 586,383 and 962,142 restricted stock units to employees of the Company during 2025 and 2024, respectively, as incentive compensation. Restricted stock units granted to employees in 2025 and 2024 vest in eight equal installments beginning with an initial accelerated vesting tranche in the month following the grant, followed by seven vesting dates every six months.

The Company issued 42,587 and 103,255 restricted stock units to members of the Board of Directors during 2025 and 2024, respectively, under the non-employee director compensation policy. These grants includes an annual grant that vests on the earlier of the first anniversary of the grant date or the next year’s annual meeting of stockholders and grants issued in lieu of compensation that immediately vest upon issuance. New members of the Board of Directors may be granted initial restricted stock units which vest over a three-year period.

Restricted stock units activity under the Plans during the years ended December 31, 2025 and 2024, is as follows:

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For the years ended December 31, 2025 and 2024, the weighted average grant date fair value of restricted stock units granted, vested, and forfeited is presented above. The weighted average grant date fair value of restricted stock units outstanding was $11.55 per share as of December 31, 2025 and $11.31 per share as of December 31, 2024.

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For the years ended December 31, 2025 and 2024, 637 and 574, restricted stock units were vested, respectively, with an aggregate intrinsic value at the time of vest of $5.6 million and $4.3 million, respectively.

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The total fair value of the restricted stock units that vested during 2025 and 2024 were approximately $5.6 million and $8.5 million, respectively.

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The aggregate intrinsic value of the restricted stock units currently outstanding at December 31, 2025 was $6.0 million. Employee stock-based compensation expense for restricted stock units granted to employees for the years ended December 31, 2025 and 2024, respectively, is as follows (in thousands):

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As of December 31, 2025, there was $10.5 million of total unrecognized compensation cost related to non-vested restricted stock units, which is expected to be recognized over a weighted average period of 1.9 years.