VolitionRx (NYSE: VNRX) officer reports 28,200-share RSU-driven stock grant

Rhea-AI Filing Summary

VolitionRx Ltd. officer Rodney Gerard Rootsaert reported an equity award tied to restricted stock units (RSUs). On January 22, 2026, he acquired 28,200 shares of common stock at a price of $0, reflecting vesting tied to a prior grant of 94,000 RSUs under the company’s 2024 Stock Incentive Plan. Certain performance goals were achieved, causing rights to 28,200 RSUs to vest, while rights to the remaining 65,800 RSUs were cancelled on June 30, 2025 and January 22, 2026.

The vested RSUs are also subject to a three-year time-based vesting schedule in equal installments of 9,400 units on March 17, 2026, 2027 and 2028, after which shares are delivered upon settlement. Following the reported transaction, Rootsaert directly owned 165,458 shares of VolitionRx common stock and indirectly owned 1,007,718 shares through Concord International, Inc., where he is a controlling director and shares voting and dispositive control.

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^*

Rootsaert Rodney Gerard

(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)
	Secretary

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		28,200(1)	A	$0	165,458	D
Common Stock								1,007,718	I	By Concord International, Inc.(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 94,000 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 28,200 RSUs vesting. The RSUs are further subject to a 3-year time-based vesting schedule, vesting in three equal installments of 9,400 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 65,800 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 Concord International, Inc. The reporting person is a controlling director of Concord International, Inc. and shares voting and dispositive control over the shares of common stock held by Concord International, Inc.

Remarks:

	/s/ Rodney Gerard Rootsaert	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).
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FAQ

What insider transaction did VolitionRx (VNRX) report for Rodney Gerard Rootsaert?

On January 22, 2026, VolitionRx officer Rodney Gerard Rootsaert reported acquiring 28,200 shares of common stock at a price of $0, linked to vesting of previously granted RSUs.

How many VolitionRx (VNRX) shares does Rodney Gerard Rootsaert hold after this Form 4?

After the reported transaction, Rodney Gerard Rootsaert held 165,458 shares of VolitionRx common stock directly and 1,007,718 shares indirectly through Concord International, Inc..

What are the terms of the RSU award reported by VolitionRx (VNRX)?

On March 17, 2025, Rootsaert was awarded 94,000 RSUs under VolitionRx’s 2024 Stock Incentive Plan, subject to corporate performance goals and time-based vesting. Rights to 28,200 RSUs vested after performance goals were met, while 65,800 RSUs were cancelled.

How do the vested VolitionRx (VNRX) RSUs for Rodney Rootsaert vest over time?

The 28,200 vested RSUs are subject to a 3-year time-based vesting schedule, vesting in three equal installments of 9,400 units on March 17, 2026, 2027 and 2028, with shares of common stock delivered upon vesting and settlement.

What is Concord International, Inc.’s role in Rodney Rootsaert’s VolitionRx (VNRX) holdings?

The Form 4 states that 1,007,718 VolitionRx shares are held by Concord International, Inc. Rootsaert is a controlling director of this entity and shares voting and dispositive control over those shares.

What is Rodney Gerard Rootsaert’s position at VolitionRx (VNRX)?

According to the filing, Rodney Gerard Rootsaert is an officer of VolitionRx Ltd., serving as the company’s Secretary.