VolitionRx (VNRX) director logs 12,000-share stock grant

Rhea-AI Filing Summary

VolitionRx Ltd director Guy Archibald Innes filed a Form 4 reporting equity compensation tied to prior restricted stock unit (RSU) awards. On March 17, 2025 he was granted 40,000 RSUs under the 2024 Stock Incentive Plan, subject to corporate performance and time-based vesting conditions. Certain performance goals were achieved, so rights with respect to 12,000 RSUs vested, while the remaining 28,000 RSUs were cancelled on June 30, 2025 and January 22, 2026.

Following the reported transaction, Innes directly holds 1,074,967 shares of common stock. He also has indirect interests, including 1,400,000 shares held by The Innes Family Bare Trust 2023 and 356,000 shares held by The Dill Faulkes Educational Trust Limited, where he disclaims beneficial ownership except to the extent of any pecuniary interest.

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

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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^*

Innes Guy Archibald

(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	1,074,967	D
Common Stock								1,400,000	I	By The Innes Family Bare Trust 2023(2)
Common Stock								356,000	I	By The Dill Faulkes Educational Trust Limited(3)
Common Stock								154,503	I	By son
Common Stock								154,503	I	By son
Common Stock								154,504	I	By daughter
Common Stock								154,504	I	By daughter

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.

2. These shares of Common Stock are beneficially owned by The Innes Family Bare Trust 2023, which is a separate legal entity, of which the reporting person is the Trustee, for the benefit of his children.

3. These shares of Common Stock are beneficially owned by The Dill Faulkes Educational Trust Limited ("DFET"), a UK registered charity. The reporting person serves as a director and trustee of DFET and shares voting and dispositive control over these shares but disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Guy Archibald Innes	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 did the VolitionRx (VNRX) Form 4 filed by Guy Archibald Innes report?

The Form 4 shows that director Guy Archibald Innes had rights vest with respect to 12,000 restricted stock units (RSUs) from a prior 40,000 RSU grant, with the remaining 28,000 RSUs cancelled under the company’s 2024 Stock Incentive Plan.

How many VolitionRx RSUs vested and how many were cancelled for Guy Innes?

From a 40,000 RSU award granted on March 17, 2025, performance conditions were met for 12,000 RSUs. The rights to the remaining 28,000 RSUs did not vest and were cancelled on June 30, 2025 and January 22, 2026.

What is the vesting schedule for Guy Innes’s 12,000 VolitionRx RSUs?

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

How many VolitionRx shares does Guy Innes directly own after this Form 4?

After the reported transaction, Guy Innes directly holds 1,074,967 shares of VolitionRx common stock, as disclosed in the filing.

What indirect VolitionRx shareholdings are associated with Guy Innes?

Indirect holdings include 1,400,000 shares of common stock held by The Innes Family Bare Trust 2023 and 356,000 shares held by The Dill Faulkes Educational Trust Limited, a UK charity where he serves as director and trustee.

Does Guy Innes claim full beneficial ownership of VolitionRx shares held by The Dill Faulkes Educational Trust Limited?

No. For shares held by The Dill Faulkes Educational Trust Limited, the filing states that he disclaims beneficial ownership except to the extent of his pecuniary interest.