VolitionRx (VNRX) CMO reports 33,900-share equity award

Rhea-AI Filing Summary

VolitionRx Ltd's Group Chief Marketing Officer, Ann-Louise Batchelor, reported the acquisition of 33,900 shares of common stock on January 22, 2026 at a price of $0 per share, reflecting vesting of restricted stock units (RSUs) granted under the company’s 2024 Stock Incentive Plan. She now beneficially owns 182,072 common shares directly and 29,406 shares indirectly through her spouse.

The RSUs were part of a 113,000-unit award granted on March 17, 2025, tied to corporate performance goals and time-based vesting. Performance goals were met for 33,900 RSUs, while the remaining 79,100 RSUs were cancelled after targets were not achieved by 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

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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^*

Batchelor Ann-Louise

(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)
	Group Chief Marketing Officer

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		33,900(1)	A	$0	182,072	D
Common Stock								29,406	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 March 17, 2025, the reporting person was awarded 113,000 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 33,900 RSUs vesting. The RSUs are further subject to a 3-year time-based vesting schedule, vesting in three equal installments of 11,300 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 79,100 RSUs did not vest and were cancelled on June 30, 2025 and January 22, 2026, respectively.

Remarks:

	/s/ Ann-Louise Batchelor	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.
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FAQ

What insider transaction did VolitionRx (VNRX) report for Ann-Louise Batchelor?

Ann-Louise Batchelor, Group Chief Marketing Officer of VolitionRx Ltd, reported an acquisition of 33,900 shares of common stock on January 22, 2026 at a price of $0 per share, linked to vesting of restricted stock units.

How many VolitionRx (VNRX) shares does Ann-Louise Batchelor now beneficially own?

Following the reported transaction, Ann-Louise Batchelor beneficially owns 182,072 VolitionRx common shares directly and 29,406 shares indirectly through her spouse.

What were the terms of the restricted stock unit award to VolitionRx CMO Ann-Louise Batchelor?

On March 17, 2025, Ann-Louise Batchelor was granted 113,000 RSUs under VolitionRx’s 2024 Stock Incentive Plan, subject to corporate performance goals by June 30, 2025 and December 31, 2025 and to additional time-based vesting.

How many of Ann-Louise Batchelor’s RSUs at VolitionRx actually vested?

Certain performance goals were achieved, causing rights with respect to 33,900 RSUs to vest. Upon vesting and settlement, she will receive an equal number of VolitionRx common shares.

What happened to the remaining RSUs in Ann-Louise Batchelor’s VolitionRx award?

The rights with respect to the remaining 79,100 RSUs from the original 113,000-unit award did not vest and were cancelled on June 30, 2025 and January 22, 2026.

How do the vested RSUs for VolitionRx’s CMO vest over time?

The vested 33,900 RSUs are subject to a 3-year time-based schedule, vesting in three equal installments of 11,300 units on each of March 17, 2026, March 17, 2027, and March 17, 2028.