VolitionRx (VNRX) chief scientific officer records 35,400-share equity grant

Rhea-AI Filing Summary

VolitionRx Ltd's chief scientific officer, Jacob Vincent Micallef, reported the acquisition of 35,400 shares of common stock on January 22, 2026. These shares relate to restricted stock units granted on March 17, 2025 under the company’s 2024 Stock Incentive Plan, where certain corporate performance goals were achieved, allowing 35,400 RSUs to vest. The RSUs are subject to a three-year time-based schedule, vesting in three equal installments of 11,800 units on March 17, 2026, 2027, and 2028, after which an equal number of common shares will be delivered. Following this award, Micallef beneficially owns 428,489 shares directly, plus 55,000 shares indirectly via his spouse and 38,113 shares indirectly through Borlaug Limited, where he serves as a controlling director with voting and dispositive control.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Micallef Jacob Vincent

Role Chief Scientific Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	35,400	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 428,489 shares (Direct); Common Stock — 55,000 shares (Indirect, By Spouse)

Footnotes (1)

1. On March 17, 2025, the reporting person was awarded 118,000 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 35,400 RSUs vesting. The RSUs are further subject to a 3-year time-based vesting schedule, vesting in three equal installments of 11,800 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 82,600 RSUs did not vest and were cancelled on June 30, 2025 and January 22, 2026, respectively. The shares of common stock are held directly by Borlaug Limited. The reporting person is a controlling director of Borlaug Limited and has voting and dispositive control over the shares of common stock held by Borlaug Limited.

Form 4 Insider Transactions: What Each Field Means →

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^*

Micallef Jacob Vincent

(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 Scientific 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		35,400(1)	A	$0	428,489	D
Common Stock								55,000	I	By Spouse
Common Stock								38,113	I	By Borlaug Limited(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. On March 17, 2025, the reporting person was awarded 118,000 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 35,400 RSUs vesting. The RSUs are further subject to a 3-year time-based vesting schedule, vesting in three equal installments of 11,800 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 82,600 RSUs did not vest and were cancelled on June 30, 2025 and January 22, 2026, respectively.

2. The shares of common stock are held directly by Borlaug Limited. The reporting person is a controlling director of Borlaug Limited and has voting and dispositive control over the shares of common stock held by Borlaug Limited.

Remarks:

	/s/ Jacob Vincent Micallef	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 Jacob Vincent Micallef?

VolitionRx reported that Chief Scientific Officer Jacob Vincent Micallef acquired 35,400 shares of common stock on January 22, 2026, tied to the vesting of restricted stock units granted under the company’s 2024 Stock Incentive Plan.

How many VolitionRx RSUs vested for the CSO and on what basis?

Micallef was originally granted 118,000 RSUs on March 17, 2025. Certain corporate performance goals were met, causing 35,400 RSUs to vest, while rights to the remaining 82,600 RSUs were cancelled after performance goals were not achieved by June 30, 2025 and January 22, 2026.

What is the vesting schedule for Jacob Micallef’s 35,400 VolitionRx RSUs?

The 35,400 RSUs are subject to a three-year time-based vesting schedule, vesting in three equal installments of 11,800 units on each of March 17, 2026, March 17, 2027, and March 17, 2028. Upon each vesting and settlement, an equal number of VolitionRx common shares will be issued.

How many VolitionRx shares does Jacob Micallef beneficially own after this transaction?

After the reported transaction, Micallef beneficially owns 428,489 VolitionRx common shares directly. He also has 55,000 shares held indirectly through his spouse and 38,113 shares held indirectly through Borlaug Limited, where he is a controlling director with voting and dispositive control over those shares.

What happened to the unvested portion of Jacob Micallef’s 118,000 VolitionRx RSUs?

Of the original 118,000 RSUs granted on March 17, 2025, rights with respect to 82,600 RSUs did not vest because certain performance goals were not met. These RSUs were cancelled on June 30, 2025 and January 22, 2026.

How are the VolitionRx shares held through Borlaug Limited controlled?

The 38,113 VolitionRx shares noted as held by Borlaug Limited are indirectly owned. Micallef serves as a controlling director of Borlaug Limited and has voting and dispositive control over those shares.