VolitionRX Insider Files Form 4 Reporting 27,400 RSUs Grant

Rhea-AI Filing Summary

VolitionRX Ltd. (VNRX) reporting person Ann-Louise Batchelor was awarded 27,400 restricted stock units (RSUs) on 08/15/2025 under the companys 2015 Stock Incentive Plan 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 equal installments of 13,700 units on 11/01/2025 and 02/01/2026. Upon vesting and settlement each RSU converts into one share of common stock. The filing reports 159,886 shares beneficially owned directly after the transaction and 29,406 shares held indirectly by spouse. The award is conditioned on continued service through the applicable earning and vesting dates.

Positive

• 27,400 RSUs awarded in lieu of cash compensation, explicitly disclosed
• Clear vesting schedule: six monthly earning installments, then two time-based vesting installments (13,700 units each)
• 1:1 conversion to common shares upon vesting, clearly stated

Negative

• None.

Insights

Compensation & Equity Analyst

TL;DR: A routine equity-based compensation award replaces cash pay, aligning executive pay with shareholder interests without immediate cash outflow.

The 27,400 RSU grant awarded in lieu of cash compensation is a standard practice to preserve cash while compensating executives. The structure—monthly earning followed by two-time-based vesting installmentsprovides service retention incentives through February 1, 2026. The award converts 1:1 to common shares upon vesting, potentially increasing outstanding shares later, but no exercise price or immediate cash transaction is involved. Disclosure shows direct beneficial ownership of 159,886 shares and indirect ownership of 29,406 shares by spouse, which is material for insider holdings reporting but does not indicate any derivative positions or sales.

Corporate Governance Specialist

TL;DR: The filing documents a compensation-related equity grant with typical vesting and service conditions; disclosure is routine and transparent.

The Form 4 documents an RSU award issued under the 2015 Stock Incentive Plan, clearly describing the earning schedule and subsequent time-based vesting. The reporting person signed the filing on 08/19/2025, and the replacement of cash with equity is explicitly stated. For governance review, the filing provides required detail on timing and conversion mechanics but contains no information on board approval language or plan limits beyond the plan name; those items are not included in this Form 4.

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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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^*

Batchelor Ann-Louise

(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)
	Group Chief Marketing 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		27,400(1)	A	$0	159,886	D
Common Stock								29,406	I	By Spouse

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 27,400 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 equal installments of 13,700 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/ Ann-Louise Batchelor	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 did Ann-Louise Batchelor report on Form 4 for VNRX?

She reported an award of 27,400 RSUs on 08/15/2025 granted in lieu of cash compensation, with specified earning and vesting dates.

How and when do the 27,400 RSUs vest?

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 equal installments of 13,700 units on 11/01/2025 and 02/01/2026.

How many VNRX shares does the reporting person own after the transaction?

The filing shows 159,886 shares beneficially owned directly after the reported transaction and 29,406 shares indirectly by spouse.

Will the RSUs require cash payment to realize?

No cash payment is required; the RSUs convert to a number of common shares equal to the RSUs upon vesting and settlement.

Under which plan were the RSUs granted?

The RSUs were granted under the issuers 2015 Stock Incentive Plan.