VolitionRx director awarded 12,000 shares in RSU vest

VolitionRx Ltd director Phillip Barnes reported acquiring 12,000 shares of common stock on January 22, 2026 at a price of $0, increasing his direct holdings to 67,368 shares.

Rhea-AI Filing Summary

VolitionRx Ltd director Phillip Barnes reported acquiring 12,000 shares of common stock on January 22, 2026 at a price of $0, increasing his direct holdings to 67,368 shares. These shares relate to a grant of 40,000 restricted stock units (RSUs) awarded on March 17, 2025 under the company’s 2024 Stock Incentive Plan.

The RSUs were tied to corporate performance goals and time-based vesting. Only the targets for 12,000 RSUs were achieved; the remaining 28,000 RSUs were cancelled on June 30, 2025 and January 22, 2026. The vested portion is scheduled to vest over three years in equal installments of 4,000 units on March 17, 2026, 2027 and 2028, with one share of common stock delivered for each RSU that ultimately vests.

Insider Trade Summary

Grant/Award: 12,000 shares

Grant/Award 1 txn

Insider Barnes Phillip

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	12,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 67,368 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did VolitionRx (VNRX) director Phillip Barnes report?

Phillip Barnes, a director of VolitionRx Ltd, reported the acquisition of 12,000 shares of common stock on January 22, 2026 at a price of $0. Following this transaction, he directly beneficially owned 67,368 shares of VolitionRx common stock.

How many VolitionRx (VNRX) RSUs were originally granted to Phillip Barnes?

On March 17, 2025, Phillip Barnes was granted 40,000 restricted stock units (RSUs) under VolitionRx’s 2024 Stock Incentive Plan. These RSUs were subject to both corporate performance goals and time-based vesting conditions.

How many of Phillip Barnes’s VolitionRx RSUs vested and how many were cancelled?

Certain performance goals were achieved, so rights with respect to 12,000 RSUs 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.

What is the vesting schedule for Phillip Barnes’s VolitionRx RSUs tied to this Form 4?

The 12,000 RSUs that met performance goals are subject to a 3-year time-based vesting schedule. They vest in three equal installments of 4,000 units on each of March 17, 2026, March 17, 2027, and March 17, 2028.

How do Phillip Barnes’s RSUs convert into VolitionRx (VNRX) common stock?

Upon vesting and settlement of the RSUs, Phillip Barnes will receive one share of VolitionRx common stock for each RSU that has vested. Thus, up to 12,000 shares of common stock may be delivered as the vesting schedule is completed.

What is Phillip Barnes’s ownership form in the VolitionRx shares reported?

The 12,000 shares acquired on January 22, 2026 and the total of 67,368 shares following the transaction are reported as being held with direct (D) ownership by Phillip Barnes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/23/2026 - 04:06 PM Learn about SEC filing dates

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
Estimated average burden
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^*

Barnes Phillip

(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	67,368	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/ Phillip Barnes	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.