VolitionRx CCO Forterre Reports Routine RSU Tax Withholding on Form 4

Rhea-AI Filing Summary

VolitionRx Ltd. (VNRX) – Form 4 filing

Chief Commercial Officer Gael Forterre reported a single Code F transaction on 1 Aug 2025, reflecting shares surrendered to the company to cover taxes upon settlement of 6,690 restricted stock units received in lieu of cash compensation. 2,766 common shares were withheld at an implied price of $0.64 and therefore cancelled; no open-market sale occurred.

Following the withholding, Forterre’s holdings stand at 156,700 directly-owned shares. He also reports 5,000 shares held indirectly by his spouse and 32,500 shares managed through Armorica Partners, LLC, over which he exercises voting and dispositive control. The filing represents routine administrative tax withholding and does not signal a change in insider ownership intent or corporate outlook.

Insights

Financial Analyst

TL;DR: Routine tax-withholding; insider retains sizeable stake, no market sale – immaterial to valuation.

The Code F transaction merely offsets payroll taxes due on the vesting of 6,690 RSUs, resulting in 2,766 shares being returned to the treasury at $0.64. Forterre still controls roughly 194k shares (direct+indirect), indicating continued alignment with shareholders. Because no cash proceeds were realized and the share count impact is de minimis, the filing carries neutral information value for investors and should not materially affect liquidity, float, or sentiment.

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^*

Forterre Gael

(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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		F		2,766(1)	D	$0.64	156,700	D
Common Stock								5,000	I	By Spouse
Common Stock								32,500	I	By Armorica Partners, LLC(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. Represents the aggregate number of shares of common stock retained by VolitionRx for cancellation to satisfy the tax withholding obligations of the reporting person upon settlement of 6,690 restricted stock units that were awarded in lieu of cash compensation that would otherwise have been owed to the reporting person. No shares were sold by the reporting person or VolitionRx in such transaction.

2. These shares of common stock are managed by Armorica Partners, LLC (formerly Armori Capital Management, LLC) ("Armorica Partners"). Mr. Forterre is the managing director and sole shareholder of Armorica Partners and has voting and dispositive control over the shares held by Armorica Partners. Mr. Forterre disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Gael Forterre	08/05/2025
	** 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 (VNRX) insider Gael Forterre report on Form 4?

2,766 shares were withheld and cancelled on 1 Aug 2025 to cover taxes on vested RSUs; no shares were sold on the market.

How many VolitionRx shares does Forterre own after the transaction?

He holds 156,700 shares directly, plus 5,000 via spouse and 32,500 through Armorica Partners.

What price was used for the tax-withholding share cancellation?

The shares were valued at $0.64 each according to the Form 4 filing.

Does the filing indicate an open-market sale by the insider?

No. The Code F transaction reflects shares surrendered for tax withholding; no market sale occurred.

Why were 2,766 shares withheld from Forterre’s RSU vesting?

The shares satisfied tax obligations arising from the settlement of 6,690 restricted stock units awarded in lieu of cash compensation.