Sessa Capital (SENS) discloses 9.9% Senseonics stake with 8M warrant shares

Rhea-AI Filing Summary

Sessa Capital IM, L.P., as investment manager to certain funds, and John Petry report beneficial ownership of Senseonics Holdings, Inc. common stock. They report beneficial ownership of 12,437,532 shares of common stock, including 8,000,000 shares issuable upon exercise of pre-funded warrants held by the Sessa funds. Their reported stake represents 9.9% of the outstanding common stock, based on 52,864,750 shares outstanding as of June 30, 2026. The warrants are subject to a 9.9% “Blocker” that prevents exercises which would cause the reporting persons’ beneficial ownership to exceed 9.9%.

Key Figures

Beneficially owned shares: 12,437,532 shares Pre-funded warrant shares: 8,000,000 shares Ownership percentage: 9.9% +4 more

7 metrics

Beneficially owned shares 12,437,532 shares Total shares of Senseonics common stock beneficially owned by each reporting person

Pre-funded warrant shares 8,000,000 shares Common shares issuable upon exercise of pre-funded warrants held by Sessa funds

Ownership percentage 9.9% Percent of Senseonics common stock beneficially owned by the reporting persons

Shares outstanding baseline 52,864,750 shares Senseonics common stock outstanding as of June 30, 2026 used for ownership calculation

Shared voting power 12,437,532 shares Number of shares over which each reporting person has shared voting power

Shared dispositive power 12,437,532 shares Number of shares over which each reporting person has shared dispositive power

More than 5% holder fund More than 5% of class Sessa Capital (Master), L.P. right to dividends or sale proceeds from >5% of stock

Key Terms

pre-funded warrants, 9.9% Blocker, beneficial owner, shared voting power, +2 more

6 terms

pre-funded warrants financial

"Includes 8,000,000 shares of Common Stock issuable upon exercise of pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

9.9% Blocker financial

"the Warrants are subject to a 9.9% blocker (the "9.9% Blocker")"

beneficial owner financial

"the beneficial owner of the securities reported herein"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"Shared Voting Power 12,437,532.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"Shared Dispositive Power 12,437,532.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13G regulatory

"for purposes of Section 13 of the Act"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

What percentage of Senseonics (SENS) does Sessa Capital report owning?

Sessa Capital IM, L.P. and John Petry report beneficial ownership of 9.9% of Senseonics common stock. This percentage is calculated using 52,864,750 shares outstanding as of June 30, 2026 and reflects a 9.9% ownership cap on warrant exercises.

How many Senseonics (SENS) shares does Sessa Capital beneficially own?

They report beneficial ownership of 12,437,532 shares of Senseonics common stock. This figure includes shares currently held by Sessa funds and 8,000,000 additional shares issuable upon full exercise of pre-funded warrants, before applying the 9.9% blocker limitation.

What are the pre-funded warrants held by Sessa Capital in Senseonics (SENS)?

The Sessa funds hold pre-funded warrants exercisable for 8,000,000 Senseonics common shares. These warrants are subject to a 9.9% Blocker, which prevents exercises that would push the reporting persons’ beneficial ownership above 9.9% of the company’s outstanding common stock.

How is the 9.9% ownership limit applied to Sessa Capital’s Senseonics (SENS) position?

The warrants cannot be exercised to the extent that, after exercise, Sessa Capital and John Petry would beneficially own more than 9.9% of Senseonics. As a result, the actual beneficial ownership after applying the 9.9% blocker is less than the 12,437,532 shares shown on the cover pages.

What share count did Sessa Capital use to calculate its 9.9% Senseonics (SENS) stake?

The reported 9.9% ownership is based on 52,864,750 Senseonics common shares outstanding as of June 30, 2026. This outstanding share figure comes from a company Form 8-K filed on August 6, 2026, and includes assumed warrant exercises subject to the 9.9% blocker.

Who ultimately benefits from more than 5% of Senseonics (SENS) shares in Sessa’s structure?

Sessa Capital (Master), L.P., one of the Sessa funds, has the right to receive or direct dividends or sale proceeds from more than 5% of Senseonics common stock. Sessa Capital IM, L.P. serves as investment manager to this and other related funds.

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Available on EDGAR 08/14/2026 - 04:18 PM Accepted by SEC EDGAR 08/14/2026 - 04:08 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Senseonics Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

81727U303

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 81727U303

1

Names of Reporting Persons

Sessa Capital IM, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,437,532.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,437,532.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,437,532.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person: Includes 8,000,000 shares of Common Stock issuable upon exercise of pre-funded warrants (the "Warrants"). As more fully described in Item 4, the Warrants are subject to a 9.9% blocker (the "9.9% Blocker"), and the percentage set forth on row (11) gives effect to the 9.9% Blocker. However, as more fully described in Item 4, the shares of Common Stock set forth on rows (6), (8) and (9) include the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to the 9.9% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the 9.9% Blocker, is less than the number of shares of Common Stock reported in rows (6), (8), and (9).

SCHEDULE 13G

CUSIP Number(s): 81727U303

1

Names of Reporting Persons

John Petry

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,437,532.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,437,532.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,437,532.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Includes 8,000,000 shares of Common Stock issuable upon exercise of the Warrants. As more fully described in Item 4, the Warrants are subject to the 9.9% Blocker, and the percentage set forth on row (11) gives effect to the 9.9% Blocker. However, as more fully described in Item 4, the shares of Common Stock set forth on rows (6), (8) and (9) include the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to the 9.9% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the 9.9% Blocker, is less than the number of shares of Common Stock reported in rows (6), (8), and (9).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Senseonics Holdings, Inc.
(b)	Address of issuer's principal executive offices: 20451 SENECA MEADOWS PARKWAY, GERMANTOWN, MD, 20876
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Sessa Capital IM, L.P. ("Sessa IM"), which serves as the investment manager to certain investment funds and accounts (the "Sessa Funds"), with respect to shares of common stock, par value $0.001 per share ("Common Stock"), of Senseonics Holdings, Inc., a Delaware corporation (the "Company"), held by the Sessa Funds; and (ii) John Petry, who serves as the sole member and manager of Sessa Capital IM GP, LLC ("Sessa IM GP"), the general partner of Sessa IM, with respect to the shares of Common Stock held by the Sessa Funds. The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons and Sessa IM GP is 888 Seventh Avenue, 30th Floor, New York, NY 10019.
(c)	Citizenship: Sessa IM is a Delaware limited partnership. Sessa IM GP is a Delaware limited liability company. Mr. Petry is a United States citizen.
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP Number(s): 81727U303
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The Warrants reflected on the cover pages are subject to the 9.9% Blocker whereby they are not exercisable to the extent that following such exercise, taking into account all other shares of Common Stock beneficially owned by the Reporting Persons, the Reporting Persons would beneficially own in excess of 9.9% of the Company's outstanding Common Stock. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 52,864,750 shares of Common Stock outstanding as of June 30, 2026, as reported in the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 6, 2026, and assumes the exercise of the Warrants held by the Sessa Funds, subject to the 9.9% Blocker.
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a). Sessa Capital (Master), L.P., a Sessa Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Common Stock of the Company.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sessa Capital IM, L.P.

Signature:	/s/ John Petry
Name/Title:	John Petry, Sole Member and Manager of Sessa Capital IM GP, LLC, its General Partner
Date:	08/14/2026

John Petry

Signature:	/s/ John Petry
Name/Title:	John Petry, Individually
Date:	08/14/2026

Exhibit Information

Exhibit 99.1: Joint Filing Agreement