VolitionRx Insider: 15,333 RSUs Settled; 5,389 Shares Withheld

Rhea-AI Filing Summary

VolitionRx Ltd (VNRX) insider report: Gael Forterre, the company's Chief Commercial Officer and a director, reported a tax-withholding share cancellation related to settled restricted stock units. On 10/04/2025 the filing shows 5,389 shares were surrendered to satisfy tax withholding on 15,333 restricted stock units; the transaction price per share is reported as $0.648. After the cancellation, Mr. Forterre directly beneficially owns 155,535 shares. The filing also discloses 5,000 shares held indirectly by his spouse and 32,500 shares managed by Armorica Partners, LLC, an entity he controls. No open-market sales by the reporting person were reported.

Positive

• No open-market sale by the reporting person was disclosed; shares were retained by the issuer to cover taxes.
• Direct beneficial ownership remains substantial at 155,535 shares after the withholding.

Negative

• Direct holdings decreased by 5,389 shares due to tax-withholding on vested RSUs.
• Concentrated indirect control via Armorica Partners ( 32,500 shares) increases insider-aligned influence.

Insights

Equity Compensation Specialist

Tax-withholding via share retention reduced direct shares; no market sale occurred.

The transaction is recorded as a share cancellation to satisfy tax withholding on 15,333 restricted stock units, which lowered the reporting person’s direct share count by 5,389. This is a common mechanism where the issuer retains shares rather than the insider selling in the market.

Dependencies and risks include future vesting schedules and potential further tax withholding events; monitor forthcoming filings for additional vesting or planned sales within the next 12 months.

Corporate Governance Analyst

Indirect holdings remain material and controlled through an affiliated investment vehicle.

The filing discloses 32,500 shares managed by Armorica Partners, LLC, where Mr. Forterre is managing director and sole shareholder, and 5,000 shares held by his spouse. He states voting and dispositive control over Armorica’s shares while disclaiming beneficial ownership except for pecuniary interest.

Investors may track total insider-aligned ownership and any changes in voting control in subsequent Form 4 filings or proxy disclosures over the next year.

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)
10/04/2025

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	10/04/2025		F		5,389(1)	D	$0.648	155,535	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. 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 15,333 restricted stock units. No shares were sold by the reporting person or VolitionRx in such transaction.

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	10/07/2025
	** 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 the Form 4 for VNRX?

The report shows a 10/04/2025 transaction where 5,389 shares were cancelled by the issuer to satisfy tax withholding on 15,333 restricted stock units; direct ownership after the transaction is 155,535 shares.

Were any shares sold on the open market by the insider in this Form 4?

No. The filing states no shares were sold by the reporting person or VolitionRx; shares were retained to satisfy tax withholding.

What is the reported price per share for the transaction?

The Form 4 lists a transaction price of $0.648 per share for the withholding/cancellation.

Does Gael Forterre have indirect holdings in VNRX?

Yes. The filing shows 5,000 shares held by his spouse and 32,500 shares managed by Armorica Partners, LLC, an entity he controls.

Who controls the shares held by Armorica Partners?

Mr. Forterre is the managing director and sole shareholder of Armorica Partners and has voting and dispositive control over the 32,500 shares managed by that entity.