VolitionRx CEO Reports Routine RSU Tax Withholding on Form 4

Rhea-AI Filing Summary

Form 4 discloses that Salvatore T. Butera, CEO of Volition Veterinary and an officer of VolitionRx (VNRX), had 6,393 common shares automatically withheld on 01-Aug-2025 (code “F”) to cover taxes due on the vesting of 23,377 restricted stock units received in lieu of cash compensation. The withheld shares were cancelled by the company; neither the insider nor VolitionRx executed an open-market sale. After the transaction Mr. Butera owns 303,524 shares directly and 99,350 shares jointly with his spouse, keeping his overall economic stake largely intact. No derivative securities were transacted. Because the action was tax-related and not a discretionary sale or purchase, it carries limited insight into management’s view of valuation, but it does confirm the continued equity alignment of a key executive.

Positive

• No open-market sale; shares were cancelled for taxes, avoiding potential selling pressure.

Negative

• Slight reduction in insider ownership (-6,393 shares) as a result of withholding, though economically immaterial.

Insights

Equity Research Analyst

TL;DR: Routine tax withholding; insider still holds ~403k shares, no open-market activity—neutral signal.

The Form 4 shows a non-discretionary share cancellation to satisfy tax obligations tied to RSU vesting. Such “F” code events are mechanically triggered and do not indicate sentiment. Post-event ownership remains substantial, preserving alignment with shareholders. The lack of derivative activity or open-market sales suggests no adverse liquidity concerns, but likewise offers no bullish signal. Given the small share count relative to VolitionRx’s 60 m+ outstanding shares, market impact is negligible.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Butera Salvatore Thomas

Role CEO - Volition Veterinary

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	6,393	$0.64	$4K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 303,524 shares (Direct)

Footnotes (1)

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 23,377 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. These shares of common stock are jointly owned by the reporting person and his spouse.

Form 4 Insider Transactions: What Each Field Means →

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)
08/01/2025

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		6,393(1)	D	$0.64	303,524	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. 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 23,377 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 jointly owned by the reporting person and his spouse.

Remarks:

	/s/ Salvatore Thomas Butera	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 VNRX insider Salvatore Butera report on Form 4?

He reported 6,393 shares withheld and cancelled on 01-Aug-2025 to pay taxes on 23,377 vested RSUs.

Did the VNRX officer sell shares on the open market?

No. The transaction was coded "F", indicating shares were withheld for tax and not publicly sold.

How many VNRX shares does Salvatore Butera own after the transaction?

He holds 303,524 shares directly plus 99,350 jointly with his spouse.

Were any options or other derivatives exercised?

No derivative securities were acquired or disposed of in this filing.

Is this Form 4 filing impactful for VNRX investors?

Impact is minimal; the transaction is routine tax withholding and doesn’t reflect insider sentiment.