VolitionRx CMO Andrew Retter granted 19,524 RSUs in lieu of cash

Rhea-AI Filing Summary

VolitionRx Ltd. insider Andrew Retter, Chief Medical Officer and director, was awarded 19,524 restricted stock units (RSUs) on 08/15/2025 in lieu of cash compensation. The RSUs are scheduled to be earned in six approximately equal monthly installments beginning 09/01/2025 and, once earned, will remain subject to additional time-based vesting in two equal installments of 9,762 units on 11/01/2025 and 02/01/2026. The RSUs are contingent on the reporting persons continued service during the earning and vesting periods. After the award, the reporting person beneficially owns 151,156 shares of common stock as reported on the Form 4.

Positive

• RSUs issued in lieu of cash compensation (explicitly stated), which conserves company cash while compensating the executive
• Retention-focused structure: RSUs earn over six monthly installments and vest in two time-based tranches, aligning incentives with continued service
• Clear post-transaction ownership disclosed: reporting person beneficially owns 151,156 shares after the award

Negative

• None.

Insights

Compensation Analyst

TL;DR: RSU award replaces cash pay and uses staged earning and vesting to retain the executive.

The reporting person received 19,524 RSUs on 08/15/2025 in lieu of cash compensation, explicitly structured with six monthly earning installments beginning 09/01/2025 and subsequent time-based vesting in two equal tranches on 11/01/2025 and 02/01/2026. This structure explicitly ties payout to continued service, indicating a retention-focused award and a non-cash compensation approach. The filing reports 151,156 shares beneficially owned after the transaction, providing a clear post-award ownership position.

Corporate Governance Expert

TL;DR: Disclosure is routine and compliant; timing and vesting terms are clearly stated.

The Form 4 discloses the grant date, unit count, earning schedule, and post-transaction beneficial ownership, meeting required disclosure elements. Vesting is conditioned on continued service with specified earning and settlement dates, which is typical for executive awards. No amendments, dispositions, derivative transactions, or unusual terms are reported in this filing.

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^*

Retter Andrew

(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 Medical 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		19,524(1)	A	$0	151,156	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 19,524 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 9,762 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/ Andrew Retter	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 VolitionRx insider Andrew Retter receive on 08/15/2025?

The Form 4 discloses an award of 19,524 restricted stock units (RSUs) granted on 08/15/2025 in lieu of cash compensation.

How and when will the 19,524 RSUs for VNRX be earned and vested?

The RSUs are earned in six approximately equal monthly installments starting 09/01/2025 and, once earned, vest in two equal installments of 9,762 units on 11/01/2025 and 02/01/2026, subject to continued service.

How many shares does Andrew Retter beneficially own after the reported transaction?

The Form 4 reports that the reporting person beneficially owns 151,156 shares following the transaction.

Was any cash paid for the RSUs reported on the Form 4?

The transaction is reported with a price of $0, reflecting an RSU grant in lieu of cash compensation.

Does the Form 4 show any derivative or option transactions for the reporting person?

No. Table II for derivative securities contains no reported transactions in this filing.