VolitionRx (VNRX) director Rubin gains 12,000 shares from RSU vesting

Rhea-AI Filing Summary

VolitionRx Ltd director Ethel Rubin reported an equity award tied to performance goals. On March 17, 2025 she was granted 40,000 restricted stock units (RSUs) under the company’s 2024 Stock Incentive Plan. Certain corporate performance goals were achieved, so rights to 12,000 RSUs vested and were reflected as an acquisition of 12,000 shares of common stock at $0 on January 22, 2026, bringing her directly held common stock to 74,948 shares.

The 12,000 vested RSUs are subject to a three-year time-based schedule, vesting in three equal installments of 4,000 units on March 17, 2026, 2027 and 2028, with one share of common stock delivered for each vested RSU. The rights to the remaining 28,000 RSUs from the original grant did not vest based on the applicable performance goals and were cancelled on June 30, 2025 and January 22, 2026.

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^*

Rubin Ethel

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		A		12,000(1)	A	$0	74,948	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 March 17, 2025, the reporting person was awarded 40,000 restricted stock units ("RSUs") under the Issuer's 2024 Stock Incentive Plan, subject to vesting upon the achievement of certain corporate performance goals on or prior to June 30, 2025 and December 31, 2025 and also subject to time-based vesting. Certain of the performance goals were met, resulting in the rights with respect to 12,000 RSUs vesting. The RSUs are further subject to a 3-year time-based vesting schedule, vesting in three equal installments of 4,000 units on each of March 17, 2026, 2027 and 2028, respectively. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have vested. The rights with respect to the remaining 28,000 RSUs did not vest and were cancelled on June 30, 2025 and January 22, 2026, respectively.

Remarks:

	/s/ Ethel Rubin	01/23/2026
	** 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 insider transaction did VolitionRx (VNRX) report for Ethel Rubin?

VolitionRx reported that director Ethel Rubin acquired 12,000 shares of common stock on January 22, 2026, at a price of $0 per share, following vesting of restricted stock units.

How many VolitionRx (VNRX) shares does Ethel Rubin own after this transaction?

After the reported transaction, director Ethel Rubin beneficially owns 74,948 shares of VolitionRx common stock, held in direct ownership.

What were the terms of Ethel Rubins RSU grant from VolitionRx (VNRX)?

On March 17, 2025, Ethel Rubin was granted 40,000 RSUs under VolitionRxs 2024 Stock Incentive Plan, subject to corporate performance goals and additional time-based vesting.

How many of Ethel Rubins VolitionRx RSUs vested and on what schedule?

Performance goals were achieved for 12,000 RSUs, which then became subject to time-based vesting in three equal installments of 4,000 units on March 17, 2026, 2027 and 2028.

What happened to the remaining RSUs from Ethel Rubins VolitionRx grant?

The rights to the remaining 28,000 RSUs did not vest because applicable performance goals were not met and were cancelled on June 30, 2025 and January 22, 2026.

How do the VolitionRx RSUs convert into common stock for Ethel Rubin?

Upon each vesting date and settlement, Ethel Rubin will receive one share of VolitionRx common stock for each RSU that has vested, based on the original 12,000 RSUs that satisfied performance conditions.