VolitionRX Insider Filing: 12,507 RSUs Granted to CEO Kway

Rhea-AI Filing Summary

VolitionRX Limited director and CEO - Singapore Jasmine Kway was granted 12,507 restricted stock units (RSUs) on 08/15/2025 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 installments of 6,254 RSUs on 11/01/2025 and 6,253 RSUs on 02/01/2026. Upon vesting and settlement, each vested RSU converts into one share of common stock. Following the award, the reporting person beneficially owns 203,614 shares, with 10,400 shares held indirectly by spouse.

Positive

• Cash conservation: RSUs were issued in lieu of cash compensation, preserving corporate cash resources
• Retention-focused vesting: Monthly earning plus two time-based vesting dates encourage continued service through Feb 1, 2026
• Transparent disclosure: Form 4 clearly states award size, earning schedule, vesting dates, and indirect spouse ownership

Negative

• Dilution: Grant of 12,507 RSUs will increase outstanding shares upon settlement, diluting existing shareholders
• Delayed value realization: The executive must satisfy earning and vesting conditions before receiving shares, which could be forfeited if service ends

Insights

Financial Analyst

TL;DR Awarded 12,507 RSUs in lieu of cash; phased earning and vesting reduces immediate dilution and aligns pay with shareholder outcomes.

Issuing RSUs instead of cash preserves corporate cash while providing the CEO with equity-linked compensation that vests over time. The structure—monthly earning followed by two time-based vesting dates—ties near-term service to eventual share delivery and can help retain the executive through early 2026. The reported beneficial ownership of 203,614 shares (including 10,400 indirectly) gives context to the executive's stake but does not indicate a material shift in control.

Corporate Governance Expert

TL;DR Standard equity-based compensation disclosure; schedule and spouse-held shares are clearly reported.

The Form 4 provides transparent details on the RSU grant mechanics and vesting schedule, meeting Section 16 reporting expectations. The two-tier vesting after earning suggests retention-focused design. Indirect ownership via spouse is disclosed, which is important for assessing aggregate insider holdings. No amendments or atypical derivative transactions are reported.

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^*

Kway Jasmine

(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 - Singapore Volition

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		12,507(1)	A	$0	203,614	D
Common Stock								10,400	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 12,507 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 6,254 units and 6,253 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/ Jasmine Kway	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 Jasmine Kway report on Form 4 for VNRX?

She reported an award of 12,507 RSUs on 08/15/2025, in lieu of cash compensation, with detailed earning and vesting dates.

When do the RSUs begin to be earned and when do they vest?

RSUs are earned in six roughly equal monthly installments starting 09/01/2025, then vest in two installments on 11/01/2025 (6,254 RSUs) and 02/01/2026 (6,253 RSUs).

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

The Form 4 shows 203,614 shares beneficially owned following the reported transaction, with 10,400 shares held indirectly by spouse.

Were any derivative securities reported?

No derivative securities (options, warrants, convertible instruments) are reported in Table II of this Form 4.

Why were RSUs issued instead of cash?

The filing states the RSUs were awarded in lieu of cash compensation, which conserves cash while providing equity-based pay; no additional rationale is provided in the Form 4.