VolitionRx (VNRX) Form 4: Rodney Rootsaert granted 15,223 RSUs, outlines vesting

Rhea-AI Filing Summary

Rodney Gerard Rootsaert, a director and officer (Secretary) of VolitionRx Limited (VNRX), reported an award of 15,223 restricted stock units (RSUs) on 08/15/2025 issued in lieu of cash compensation. The RSUs were granted at $0 price and will be earned in six approximately equal monthly installments beginning 09/01/2025. Once earned, the RSUs remain subject to additional time-based vesting in two installments of 7,612 and 7,611 on 11/01/2025 and 02/01/2026, respectively.

The filing shows Mr. Rootsaert directly beneficially owns 149,233 common shares following the award and has indirect beneficial ownership of 1,007,718 shares held by Concord International, Inc., where he is a controlling director with shared voting and dispositive power.

Positive

• Compensation aligned with service: RSUs vest over time, encouraging continued service through 02/01/2026
• Cash conservation: Award issued in lieu of cash compensation, preserving company cash resources

Negative

• Potential future dilution: 15,223 RSUs will convert to common shares upon vesting, increasing outstanding shares when settled
• Concentrated indirect ownership: 1,007,718 shares held by Concord International, Inc. indicate significant aggregated voting/dispositive power

Insights

Corporate Governance Expert

TL;DR: Executive awarded RSUs in lieu of cash; structured earning and vesting schedule aligns compensation with continued service.

The award of 15,223 RSUs at no cash cost to the reporting person represents a common practice to conserve cash while aligning management incentives with shareholder outcomes. The award's staged earning (six monthly installments) followed by two time-based vesting dates creates layered service-based retention conditions through 02/01/2026. The disclosure of 1,007,718 indirectly held shares via Concord International, Inc. clarifies potential aggregation of influence; the report appropriately states the reporting persons controlling role and shared voting and dispositive power.

Securities Analyst

TL;DR: Non-cash RSU grant increases potential future share issuance but immediate dilution is limited until vesting/settlement.

Because the RSUs were granted for $0 and convert to common shares upon vesting, they represent potential future dilution of common stockholders when settled. The filing quantifies current beneficial ownership: 149,233 shares directly and 1,007,718 indirectly, which is material to governance analysis but does not itself change outstanding share count until RSUs vest and are settled.

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
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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).

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^*

Rootsaert Rodney Gerard

(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)
	Secretary

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		15,223(1)	A	$0	149,233	D
Common Stock								1,007,718	I	By Concord International, Inc.(2)

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 15,223 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 7,612 units and 7,611 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.

2. The shares of common stock are held directly by Concord International, Inc. The reporting person is a controlling director of Concord International, Inc. and shares voting and dispositive control over the shares of common stock held by Concord International, Inc.

Remarks:

	/s/ Rodney Gerard Rootsaert	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.

FAQ

What RSUs were reported by the VNRX insider on Form 4?

The reporting person was awarded 15,223 RSUs on 08/15/2025, granted in lieu of cash compensation.

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

The RSUs are earned in six approximately equal monthly installments starting 09/01/2025, then time-based vesting occurs on 11/01/2025 (7,612 units) and 02/01/2026 (7,611 units).

How many shares does Rodney Rootsaert beneficially own after the reported transaction?

Following the reported transaction, Mr. Rootsaert directly beneficially owns 149,233 shares and indirectly beneficially owns 1,007,718 shares via Concord International, Inc.

Was any cash paid for the RSU award?

No cash was paid; the RSUs were awarded at a $0 price.

What is the reporting person's relationship to VolitionRx (VNRX)?

The filer is a Director and an Officer (Secretary) of VolitionRx Limited.