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  4. [Form 4] VOLITIONRX LTD Insider Trading Activity

VNRX insider reports RSU tax withholding; 153,782 shares direct

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

VolitionRx Ltd (VNRX) reported an insider transaction by Chief Commercial Officer Gael Forterre. On 11/01/2025, 1,753 shares of common stock were withheld and cancelled by the company (Transaction Code F) at $0.434 per share to cover taxes upon settlement of 4,864 RSUs awarded in lieu of cash compensation. The filing states no shares were sold in this transaction.

Following the reported activity, Forterre beneficially owned 153,782 shares directly, plus 5,000 shares indirectly via spouse and 32,500 shares indirectly via Armorica Partners, LLC.

Positive

  • None.

Negative

  • None.
Insider Forterre Gael
Role Chief Commercial Officer
Type Security Shares Price Value
Tax Withholding Common Stock 1,753 $0.434 $760.80
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 153,782 shares (Direct); Common Stock — 5,000 shares (Indirect, By Spouse)
Footnotes (1)
  1. Represents the aggregate number of shares of common stock retained by VolitionRx for cancellation to satisfy the tax withholding obligations of the reporting person upon settlement of 4,864 restricted stock units that were awarded in lieu of cash compensation that would otherwise have been owed to the reporting person. No shares were sold by the reporting person or VolitionRx in such transaction. These shares of common stock are managed by Armorica Partners, LLC (formerly Armori Capital Management, LLC) ("Armorica Partners"). Mr. Forterre is the managing director and sole shareholder of Armorica Partners and has voting and dispositive control over the shares held by Armorica Partners. Mr. Forterre disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
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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*
Forterre Gael
(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 Commercial Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2025
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 11/01/2025 F 1,753(1) D $0.434 153,782 D
Common Stock 5,000 I By Spouse
Common Stock 32,500 I By Armorica Partners, LLC(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. Represents the aggregate number of shares of common stock retained by VolitionRx for cancellation to satisfy the tax withholding obligations of the reporting person upon settlement of 4,864 restricted stock units that were awarded in lieu of cash compensation that would otherwise have been owed to the reporting person. No shares were sold by the reporting person or VolitionRx in such transaction.
2. These shares of common stock are managed by Armorica Partners, LLC (formerly Armori Capital Management, LLC) ("Armorica Partners"). Mr. Forterre is the managing director and sole shareholder of Armorica Partners and has voting and dispositive control over the shares held by Armorica Partners. Mr. Forterre disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
Remarks:
/s/ Gael Forterre 11/04/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did VolitionRx (VNRX) disclose in this Form 4?

The CCO, Gael Forterre, had 1,753 shares withheld and cancelled to satisfy taxes upon settlement of 4,864 RSUs on 11/01/2025.

Was there a market sale of VNRX shares?

No. The filing states no shares were sold; shares were retained by the company for tax withholding and cancelled.

What price was used for the tax withholding?

The transaction reflects a price of $0.434 per share for the withheld shares.

How many VNRX shares does the insider now own directly?

After the transaction, Gael Forterre directly owns 153,782 shares.

What indirect holdings are reported for the insider?

Indirect holdings include 5,000 shares by spouse and 32,500 shares via Armorica Partners, LLC.

What triggered the share withholding?

Settlement of 4,864 restricted stock units (RSUs) that were awarded in lieu of cash compensation triggered the tax withholding.