VolitionRX Insider: RSU Grant of 33,991 and 99,350-Share Disposal

Rhea-AI Filing Summary

VolitionRX Limited insider filing shows an award of restricted stock units and a separate disposal of shares by a reporting person. The reporting person, Salvatore Thomas Butera, was awarded 33,991 restricted stock units (RSUs) on 08/15/2025 in lieu of cash compensation; 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 16,996 and 16,995 units on 11/01/2025 and 02/01/2026, respectively. The RSUs convert to common shares upon vesting and settlement. The filing also records a disposal of 99,350 shares of common stock that are jointly owned by the reporting person and his spouse. The reporting person is CEO - Volition Veterinary and a director of VolitionRX (VNRX).

Positive

• 33,991 RSUs awarded as compensation in lieu of cash, aligning pay with equity
• RSU schedule includes earning and additional time-based vesting, supporting retention through Feb 1, 2026
• Reporting person holds leadership roles (Director and CEO - Volition Veterinary), disclosed in filing

Negative

• 99,350 shares disposed were reported with no price or transaction details provided in the filing
• Joint ownership of disposed shares is noted but the filing does not explain the economic rationale or recipient

Insights

Securities Analyst

TL;DR: Insider received RSUs as compensation and reported a substantial joint share disposal; overall neutral to investor value.

The filing documents a compensation award of 33,991 RSUs granted in lieu of cash, with structured earning and additional time-based vesting through February 1, 2026, indicating retention-linked compensation. Separately, a disposition of 99,350 common shares is reported; the filing states these shares are jointly owned with the reporting person’s spouse but provides no sale price or counterparty details. For investors, the RSU award signals management compensation alignment with equity, while the share disposal is a material ownership change that lacks economic detail.

Corporate Governance Expert

TL;DR: Grant structure ties executive pay to service and future vesting; reported share disposal lacks context on intent.

The RSU award is explicitly described as being in lieu of cash compensation and is subject to defined earning and vesting schedules, which is a common retention mechanism that preserves service incentives. The reporting person is identified as both a director and CEO - Volition Veterinary, establishing fiduciary relevance. The record of a 99,350-share disposal is disclosed with joint ownership noted; absent price or transaction purpose, governance implications are limited to a change in beneficial ownership reporting.

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^*

Butera Salvatore Thomas

(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)
	CEO - Volition Veterinary

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		33,991(1)	A	$0	337,515	D
Common Stock								99,350	D(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 33,991 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 16,996 units and 16,995 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. These shares of common stock are jointly owned by the reporting person and his spouse.

Remarks:

	/s/ Salvatore Thomas Butera	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 awarded to Salvatore Thomas Butera in the VNRX Form 4?

The filing reports 33,991 restricted stock units (RSUs) awarded on 08/15/2025 in lieu of cash compensation.

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

The RSUs are earned in six approximately equal monthly installments commencing 09/01/2025 and are subject to additional time-based vesting of 16,996 units on 11/01/2025 and 16,995 units on 02/01/2026.

How many VNRX shares were disposed by the reporting person?

The filing shows a disposal of 99,350 shares of common stock, which are jointly owned by the reporting person and his spouse.

What roles does the reporting person hold at VolitionRX?

The reporting person, Salvatore Thomas Butera, is disclosed as a Director and CEO - Volition Veterinary of VolitionRX.

Does the Form 4 provide sale price or counterparty for the 99,350-share disposal?

No. The filing discloses the disposal and joint ownership but does not provide a price or counterparty for that transaction.