Senseonics (SENS) director granted 35,714 shares as retainer

Rhea-AI Filing Summary

Douglas A. Roeder, a director of Senseonics Holdings, Inc. (SENS), received 35,714 shares of common stock under the company’s non-employee director compensation policy in lieu of quarterly cash retainer fees. The shares were issued based on the NYSE American closing price of $0.413 per share on the transaction date, representing cash-equivalent compensation of $14,749.88. After this issuance, the reporting person beneficially owned 1,694,540 shares of the issuer’s common stock. The transaction is reported on a Form 4 and was filed by a single reporting person. The Form states the issuance was pursuant to the issuer’s director compensation policy and discloses the calculation used to determine the share amount.

Positive

• 35,714 shares issued as director compensation in lieu of cash retainer
• Reporting person’s beneficial ownership increased to 1,694,540 shares
• Issuance calculated transparently: $14,749.88 ÷ $0.413 per share

Negative

• None.

Insights

Corporate Governance Expert

Director received equity as compensation, increasing insider stake modestly.

The Form 4 discloses an equity grant of 35,714 shares to a non-employee director in lieu of a cash retainer, calculated at $0.413 per share. Equity-based director compensation aligns the director’s interests with shareholders by converting cash fees into stock.

This raises the reporting person’s beneficial ownership to 1,694,540 shares, a fact that may be relevant to governance assessments and insider ownership calculations. The filing is procedural and does not disclose any change in board role or control.

Insider Transactions Analyst

Issuance is a standard compensatory transaction, not a market purchase or sale.

The Form 4 records a Code A transaction (acquisition) reflecting shares issued under the issuer’s policy rather than open-market activity. The stated calculation shows the number of shares equals $14,749.88 divided by the closing price $0.413.

Because this is an issuance, it increases outstanding insider holdings without indicating buying or selling pressure in the market.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROEDER DOUGLAS A

(Last) (First) (Middle)

C/O DELPHI VENTURES

63 BOVET ROAD, SUITE 351

(Street)

SAN MATEO CA 94402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Senseonics Holdings, Inc. [ SENS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2025		A(1)		35,714	A	$0.413	1,694,540	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This common stock was issued to the Reporting Person pursuant to the Issuer's non-employee director compensation policy in lieu of quarterly retainer fees. The number of shares of common stock is equal to $14,749.88 divided by $0.413, the closing price of Issuer's common stock on the NYSE American on October 1, 2025.

	/s/ Frederick T. Sullivan, Attorney-in-Fact	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Douglas A. Roeder report on the Form 4 for SENS?

The report shows the receipt of 35,714 shares issued as director compensation, bringing his beneficial ownership to 1,694,540 shares.

Why were the 35,714 shares issued to the director?

The shares were issued pursuant to the issuer’s non-employee director compensation policy in lieu of quarterly cash retainer fees.

What price was used to calculate the number of shares issued?

The number of shares equals $14,749.88 divided by the NYSE American closing price of $0.413 per share.

Does the Form 4 indicate a market purchase or sale by the director?

No. The transaction is an issuance under compensation policy (coded A), not an open-market purchase or sale.

Did the filing indicate any change in the director’s role or other material events?

No. The Form 4 only discloses the compensatory issuance and updated beneficial ownership; it does not report role changes or other material events.