RSU performance vesting gives VolitionRx (NYSE: VNRX) 12,000 shares

Rhea-AI Filing Summary

VolitionRx Ltd. director Mickie Henshall reported an acquisition of 12,000 shares of common stock on January 22, 2026, at a price of $0 per share, bringing her directly held stake to 44,206 shares.

The shares relate to a March 17, 2025 award of 40,000 restricted stock units (RSUs) under the company’s 2024 Stock Incentive Plan. Those RSUs were tied to specific corporate performance goals and time-based vesting. Only part of the performance criteria was achieved, so rights to 12,000 RSUs vested, while rights to the remaining 28,000 RSUs were cancelled on June 30, 2025 and January 22, 2026.

The 12,000 vested RSUs are also subject to a three-year time-based schedule, vesting in three equal tranches of 4,000 units on March 17, 2026, 2027 and 2028. Upon each vesting and settlement, Henshall will receive one share of VolitionRx common stock for each RSU that vests.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Henshall Mickie

Role Director

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

Holdings After Transaction: Common Stock — 44,206 shares (Direct)

Footnotes (1)

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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^*

Henshall Mickie

(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	44,206	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/ Mickie Henshall	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) disclose in this Form 4?

The filing shows director Mickie Henshall acquired 12,000 shares of VolitionRx common stock on January 22, 2026 at a price of $0 per share, increasing her directly held position to 44,206 shares.

How are the 12,000 VolitionRx (VNRX) shares related to restricted stock units (RSUs)?

The 12,000 shares come from a March 17, 2025 grant of 40,000 RSUs under VolitionRx’s 2024 Stock Incentive Plan. Certain corporate performance goals were met, causing rights to 12,000 RSUs to vest, which will deliver an equal number of common shares upon vesting and settlement.

What happened to the remaining RSUs from Mickie Henshall’s 40,000-unit award at VolitionRx (VNRX)?

From the original 40,000 RSUs, rights to 28,000 RSUs did not vest because some performance goals were not achieved. Those rights were cancelled on June 30, 2025 and January 22, 2026.

What is the vesting schedule for the 12,000 RSUs tied to VolitionRx (VNRX) common stock?

The 12,000 RSUs are subject to a three-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, with one share of common stock issued for each RSU at settlement.

What is Mickie Henshall’s relationship to VolitionRx (VNRX)?

Mickie Henshall is listed as a director of VolitionRx Ltd. in the filing and is the sole reporting person on this Form 4.

Did Mickie Henshall purchase the VolitionRx (VNRX) shares for cash?

No. The 12,000 shares reported were acquired at a stated price of $0 per share, reflecting settlement of vested restricted stock units rather than an open-market cash purchase.