Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Master Asset Purchase Agreement

On December 31, 2025 (the "Execution Date"), Senseonics Holdings, Inc. (the "Company"), Senseonics, Incorporated, a wholly-owned subsidiary of the Company ("Senseonics Inc." and together with the Company, the "Purchaser Parties") and Ascensia Diabetes Care Holdings AG (the "Seller") entered into a master asset purchase agreement (the "Master Asset Purchase Agreement"), pursuant to which, among other things, the Purchaser Parties agreed to acquire Seller's and as applicable, Seller's affiliates', right, title and interest in and to certain assets related Seller's marketing, selling and distribution of the Eversense® product in the United States (such assets, the "U.S. Purchased Assets"). Pursuant to the terms of the Master Asset Purchase Agreement, the Purchaser Parties agreed to assume certain liabilities and obligations associated with the U.S. Purchased Assets (the "U.S. Assumed Liabilities" and together with the U.S. Purchased Assets, the "U.S. Asset Purchase"), including, but not limited to, certain liabilities under the contracts transferred to the Purchaser Parties under the Master Asset Purchase Agreement, liabilities arising out of the use or ownership of the transferred assets after the closing, and liabilities and obligations arising from certain employees whose employment is transferred to Senseonics Inc. pursuant to new employment letter agreements with Senseonics Inc. The U.S. Asset Purchase closed on January 1, 2026 (the "U.S. Closing").

Subject to the terms and conditions of the Master Asset Purchase Agreement, as well as the negotiation and execution of local asset purchase agreements (the "Local Purchase Agreements") by the Seller and the Purchaser Parties, the Purchaser Parties and/or their affiliates intend to acquire certain additional assets related to Seller's commercial Eversense CGM activities in Italy, Germany, Spain and Sweden (such assets, the "European Purchased Assets") and in connection therewith will agree to assume certain liabilities and obligations associated with the European Purchased Assets (the "European Assumed Liabilities" and together with the European Purchased Assets, the "European Asset Purchases"). The European Asset Purchases remain subject to further negotiation and the execution of Local Purchase Agreements to be entered into by Seller and/or its affiliates and the Purchaser Parties and/or their respective affiliates, which the parties will use commercially reasonable efforts to conclude in January 2026. The closing of each of the European Asset Purchases will be subject to the terms and conditions set forth in the Master Asset Purchase Agreement and the Local Purchase Agreements to be entered into between the parties, and would be expected to close on or before June 30, 2026 (the "European Closings" and, together with the U.S. Closing, the "Closings").

Pursuant to the Master Asset Purchase Agreement, in conjunction with the U.S. Closing, the Purchaser Parties will pay the Seller an aggregate cash payment of approximately $1.1 million, which primarily represents the Reference Balance Sheet Value (as defined in the Master Asset Purchase Agreement) of the acquired U.S. Purchased Assets (consisting of items such as inventory, pre-paid software licenses, and the asset value of certain car leases), subject to certain post-closing purchase price adjustments as set forth in the Master Asset Purchase Agreement. With respect to the European Closings, it is expected that the Purchaser Parties will make a cash payment under each Local Purchase Agreement of the respective Reference Balance Sheet Value based on the acquired European Purchased Assets, which are primarily expected to consist of inventory.

The Master Asset Purchase Agreement contains customary representations, warranties, conditions and covenants, including covenants (i) concerning the conduct of business by the Seller prior to the Closings and (ii) prohibiting the Seller and its representatives from soliciting or encouraging any other acquisition inquiry, proposal or offer and indemnification by each of the parties. In addition, the Seller and the Purchaser Parties have agreed to reasonably cooperate with each other and use (and shall cause their respective affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary to consummate the transactions contemplated by the Master Asset Purchase Agreement, including, after Local Purchase Agreements are executed, the European Asset Purchases.

Each party's obligation to consummate the transactions contemplated by the Master Asset Purchase Agreement is conditioned upon certain closing conditions, including the accuracy of the other party's representations and warranties as of the Closings, subject, in certain instances, to certain materiality and other thresholds, the performance by the other party of its obligations and covenants under the Master Asset Purchase Agreement in all material respects, the absence of material adverse events and the absence of any injunction or other legal prohibitions preventing consummation of the transactions contemplated by the Master Asset Purchase Agreement and such conditions shall apply to the European Closings. In addition, the European Closings are expected to be subject to closing conditions required by the Local Purchase Agreements, which are anticipated to include without limitation certain regulatory clearances, consents or non-objection with respect to the transfer of tender contracts, and the conclusion required labor and employment processes.