VNRX Form 4: CFO Awarded 26,143 RSUs, 533,770 Shares Owned

Terig Hughes, Chief Financial Officer and Director of VolitionRX Limited (VNRX), was awarded 26,143 restricted stock units (RSUs) on 08/15/2025 in lieu of cash compensation.

Rhea-AI Filing Summary

Terig Hughes, Chief Financial Officer and Director of VolitionRX Limited (VNRX), was awarded 26,143 restricted stock units (RSUs) on 08/15/2025 in lieu of cash compensation. The Form 4 shows the RSUs were granted at a price of $0 and the reporting person beneficially owned 533,770 shares following the award. The RSUs are earned in six approximately equal monthly installments beginning 09/01/2025 and, once earned, remain subject to additional time-based vesting in two installments of 13,072 units on 11/01/2025 and 13,071 units on 02/01/2026. The award is subject to continued service through each earning and vesting date and will settle into a like number of common shares upon vesting.

Positive

• Equity-based compensation granted instead of cash, aligning the reporting person’s pay with shareholder outcomes as stated in the filing.
• RSUs convert to common stock upon vesting, providing clear settlement mechanics for the award as disclosed.

Negative

• Award is subject to continued service throughout earning and vesting dates, delaying realization of stock.
• Vesting schedule is staggered, with final time-based vesting not completed until 02/01/2026, which delays full ownership.

Insights

Financial Analyst

TL;DR: CFO received 26,143 RSUs in lieu of cash; grant vests in staged earning and time-based installments and converts to common shares on settlement.

The award of 26,143 RSUs at $0 replaces cash compensation and increases the reporting person’s alignment with equity outcomes because the units convert into common stock upon vesting. The structured schedule — six monthly earning installments followed by two time-based vesting dates — staggers recognition and retention incentives through February 1, 2026. The Form 4 reports 533,770 shares beneficially owned after the grant, reflecting the executive’s existing and newly awarded equity position reported by the issuer.

Corporate Governance Expert

TL;DR: Grant uses RSUs with service-based earning and vesting conditions, a common retention mechanism for executives.

The disclosure details customary service and time-based vesting conditions: RSUs are earned monthly and then subject to further vesting in two installments, requiring continued service to realize stock settlement. This structure ties compensation to tenure and future service milestones rather than immediate ownership, which is material for governance and insider alignment considerations. All material terms provided in the filing are straightforward and non-speculative.

Insider Trade Summary

Grant/Award: 26,143 shares

Grant/Award 1 txn

Insider Hughes Terig

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	26,143	$0.00	$0.00

Holdings After Transaction: Common Stock — 533,770 shares (Direct)

Footnotes (1)

1. F1. On August 15, 2025, the reporting person was awarded 26,143 restricted stock units ("RSUs") under the Issuer's 2015 Stock Incentive Plan in lieu of cash compensation that would otherwise have been owed to the reporting person. The RSUs will be earned in six approximately equal monthly installments commencing on September 1, 2025. Once earned, they will remain subject to additional time-based vesting in two installments of 13,072 units and 13,071 units on each of November 1, 2025 and February 1, 2026, respectively, and are generally subject to continued service by the reporting person throughout each applicable earning and vesting date. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have been earned and vested as of the applicable vesting date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who filed the Form 4 for VNRX and what is their role?

Terig Hughes, identified as Chief Financial Officer and Director, filed the Form 4.

How many RSUs were awarded to the reporting person on 08/15/2025?

26,143 restricted stock units were awarded on 08/15/2025.

What is the price and immediate ownership after the transaction?

The RSUs were granted at a $0 price and the reporting person beneficially owned 533,770 shares following the transaction.

When do the RSUs begin to be earned and when do they fully vest?

RSUs are earned in six approximately equal monthly installments beginning 09/01/2025, with additional time-based vesting on 11/01/2025 (13,072 units) and 02/01/2026 (13,071 units).

Will the RSUs convert to common stock and what condition applies?

Upon vesting and settlement, the reporting person will receive a number of common shares equal to the RSUs earned and vested; the award is subject to continued service through each earning and vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/19/2025 - 04:06 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hughes Terig

(Last) (First) (Middle)

1489 WEST WARM SPRINGS ROAD

SUITE 110

(Street)

HENDERSON NV 89014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VOLITIONRX LTD [ VNRX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		A		26,143(1)	A	$0	533,770	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. On August 15, 2025, the reporting person was awarded 26,143 restricted stock units ("RSUs") under the Issuer's 2015 Stock Incentive Plan in lieu of cash compensation that would otherwise have been owed to the reporting person. The RSUs will be earned in six approximately equal monthly installments commencing on September 1, 2025. Once earned, they will remain subject to additional time-based vesting in two installments of 13,072 units and 13,071 units on each of November 1, 2025 and February 1, 2026, respectively, and are generally subject to continued service by the reporting person throughout each applicable earning and vesting date. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have been earned and vested as of the applicable vesting date.

Remarks:

	/s/ Terig Hughes	08/19/2025
	** 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.