VolitionRx (VNRX) director adds 12,000 shares from RSU vesting

Rhea-AI Filing Summary

VolitionRx Ltd director Nguyen Kim reported acquiring 12,000 shares of common stock on January 22, 2026. The shares were acquired at $0 per share through the vesting of restricted stock units (RSUs) previously granted under the company’s 2024 Stock Incentive Plan.

The RSU grant originally covered 40,000 units tied to specific corporate performance goals and time-based vesting. Performance conditions were only met for 12,000 RSUs, which continue to vest in three equal installments of 4,000 units on March 17, 2026, 2027 and 2028, with settlement in common stock upon vesting. The remaining 28,000 RSUs were cancelled after performance goals were not met.

Following this transaction, Nguyen Kim beneficially owns 127,816 shares directly and an additional 30,556 shares indirectly through a spouse.

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^*

Nguyen Kim

(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	127,816	D
Common Stock								30,556	I	By Spouse

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/ Kim Nguyen	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 Nguyen Kim?

The filing reports that director Nguyen Kim acquired 12,000 shares of VolitionRx common stock on January 22, 2026 at $0 per share, through the vesting of previously granted restricted stock units (RSUs).

How many VolitionRx (VNRX) shares does Nguyen Kim own after this Form 4?

After the reported transaction, Nguyen Kim beneficially owns 127,816 shares directly and 30,556 shares indirectly, with the indirect shares held by a spouse.

What were the terms of the RSU award to Nguyen Kim at VolitionRx (VNRX)?

On March 17, 2025, Nguyen Kim was awarded 40,000 RSUs under VolitionRx’s 2024 Stock Incentive Plan. The award was subject to corporate performance goals through June 30, 2025 and December 31, 2025, and to time-based vesting.

Why did only 12,000 of the 40,000 VolitionRx (VNRX) RSUs vest for Nguyen Kim?

The company states that certain performance goals were met, resulting in vesting rights 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 Nguyen Kim’s vested RSUs at VolitionRx (VNRX)?

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

How will Nguyen Kim receive shares from the VolitionRx (VNRX) RSUs?

Upon each vesting and settlement date, Nguyen Kim will receive a number of VolitionRx common shares equal to the number of RSUs that have vested at that time.