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[Form 4] VOLITIONRX LTD Insider Trading Activity

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

Rhea-AI Filing Summary

Gael Forterre, Chief Commercial Officer and reporting person for VolitionRx Ltd (VNRX), reported a transaction dated 09/28/2025 that reduced his direct common stock holdings by 5,503 shares at a price of $0.605 per share. The filing explains these 5,503 shares were retained by the issuer to satisfy tax withholding obligations upon settlement of 13,725 restricted stock units; no shares were sold by Mr. Forterre or VolitionRx. After the reported transaction he beneficially owns 160,924 shares directly, plus 5,000 shares held by his spouse and 32,500 shares managed by Armorica Partners, LLC, for which he is the managing director and sole shareholder.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine tax-withholding share retention reduced direct holdings; no open-market sale or new investment signaled.

The transaction code F indicates shares were withheld for tax obligations on RSU settlement rather than sold in the market, which mitigates downward price pressure from insider disposition. The filing quantifies the RSU settlement (13,725 RSUs) and the withheld amount (5,503 shares), and confirms continuing material ownership by the reporting person with 160,924 direct shares plus indirect positions. This is a routine insider administrative action with limited market impact.

TL;DR: Disclosure is complete for this event and clarifies indirect ownership links to Armorica Partners.

The Form 4 clearly discloses the nature of indirect holdings and Mr. Forterre's role with Armorica Partners, including a disclaimer of beneficial ownership except for pecuniary interest, which aligns with standard governance disclosure practices. The record shows compliance with Section 16 reporting timelines and transparent explanation of the withholding mechanism used to satisfy taxes on equity compensation.

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).
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)
09/28/2025
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 09/28/2025 F 5,503(1) D $0.605 160,924 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 13,725 restricted stock units. 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 09/30/2025
** 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.
Volitionrx

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30.84M
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Medical Devices
In Vitro & in Vivo Diagnostic Substances
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United States
HENDERSON