VolitionRX Insider Files: 9,727 RSUs Granted to Chief Commercial Officer

Rhea-AI Filing Summary

Gael Forterre, Chief Commercial Officer of VolitionRx Limited (VNRX), was awarded 9,727 restricted stock units (RSUs) on August 15, 2025 in lieu of cash compensation. The RSUs are payable in shares upon settlement and will be earned in six approximately equal monthly installments beginning September 1, 2025. Once earned, the RSUs remain subject to additional time-based vesting in two installments of 4,864 units on November 1, 2025 and 4,863 units on February 1, 2026, and require continued service for each applicable earning and vesting date.

Following the award, Mr. Forterre directly beneficially owns 166,427 shares and indirectly holds 5,000 shares through his spouse and 32,500 shares managed by Armorica Partners, LLC, of which he is the managing director and sole shareholder; he disclaims beneficial ownership except for pecuniary interest.

Positive

• RSU grant of 9,727 units awarded in lieu of cash, aligning executive compensation with shareholder interests
• Clear vesting schedule: six monthly earning installments starting 09/01/2025 and two time-based vesting installments on 11/01/2025 and 02/01/2026
• Transparent disclosure of indirect holdings managed by Armorica Partners, LLC and relationship of reporting person to that entity

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider compensation granted as RSUs replaces cash pay and modestly increases potential share-based holdings, appearing routine.

The August 15, 2025 award of 9,727 RSUs to the Chief Commercial Officer in lieu of cash compensation converts cash obligations into equity-based compensation that vests over defined service periods. The award schedule—six monthly earning installments followed by two time-based vesting installments—spreads recognition and aligns retention incentives. Reported direct beneficial ownership of 166,427 shares provides context for the executive's stake but does not in itself indicate a controlling position. This filing is a standard Section 16 disclosure of insider compensation and holdings and is not, on its face, an unusual or immediately material corporate event.

Corporate Governance Expert

TL;DR: The filing documents routine equity compensation and clarifies indirect holdings through a management vehicle and spouse.

The Form 4 details compensation governance: RSUs awarded under the 2015 Stock Incentive Plan with explicit earning and vesting milestones, tying settlement to continued service. The disclosure that Armorica Partners, LLC manages 32,500 shares and that Mr. Forterre is its managing director and sole shareholder provides required transparency about indirect holdings and voting/dispositive control, while the disclamation of beneficial ownership except for pecuniary interest follows standard practice. Timely filing and signature complete the regulatory obligations.

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)
08/15/2025

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		9,727(1)	A	$0	166,427	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. On August 15, 2025, the reporting person was awarded 9,727 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 4,864 units and 4,863 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 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	08/19/2025
	** 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 Gael Forterre report on Form 4 for VNRX?

The filing reports an award of 9,727 RSUs on 08/15/2025 granted in lieu of cash compensation and discloses direct and indirect shareholdings.

When do the RSUs for VNRX vest and settle?

RSUs are earned in six approximately equal monthly installments beginning 09/01/2025, then subject to additional vesting of 4,864 units on 11/01/2025 and 4,863 units on 02/01/2026.

How many VNRX shares does Gael Forterre beneficially own after the transaction?

The filing reports 166,427 shares beneficially owned following the reported transaction, plus 5,000 indirectly by spouse and 32,500 managed by Armorica Partners, LLC.

What is Armorica Partners' relationship to the reporting person in the VNRX Form 4?

Armorica Partners, LLC is managed by Mr. Forterre; he is the managing director and sole shareholder and has voting and dispositive control over the 32,500 shares it manages.

Was the Form 4 for VNRX filed on time and signed?

Yes; the form includes the reporting person’s signature dated 08/19/2025.