VolitionRx CCO uses share withholding for RSU taxes

VolitionRx Ltd Chief Commercial Officer Gael Forterre had shares withheld to cover taxes on equity compensation, not from an open-market sale.

Rhea-AI Filing Summary

VolitionRx Ltd Chief Commercial Officer Gael Forterre had shares withheld to cover taxes on equity compensation, not from an open-market sale. VolitionRx retained and cancelled 5,251 shares of common stock at $0.19 per share to satisfy tax withholding triggered by the settlement of 12,700 restricted stock units.

After this tax-withholding disposition, Forterre directly holds 331,338 common shares. He also has indirect holdings of 5,000 shares through his spouse and 32,500 shares managed by Armorica Partners, LLC, where he has voting and dispositive control but disclaims beneficial ownership beyond his economic interest.

Insider Trade Summary

Exercise Price or Tax Liability: 5,251 shares

Exercise Price or Tax Liability 3 txns

Insider Forterre Gael

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	5,251	$0.19	$997.69
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 331,338 shares (Direct); Common Stock — 5,000 shares (Indirect, By Spouse); Common Stock — 32,500 shares (Indirect, By Armorica Partners, LLC)

Footnotes (2)

1. F1. 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 12,700 restricted stock units. No shares were sold by the reporting person or VolitionRx in such transaction.
2. F2. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did VolitionRx (VNRX) executive Gael Forterre report in this Form 4?

Gael Forterre reported a tax-withholding disposition of 5,251 VolitionRx common shares. The company cancelled these shares to satisfy tax obligations from 12,700 restricted stock units settling, and no shares were sold on the open market in this transaction.

Was the VolitionRx (VNRX) Form 4 transaction an open-market sale of shares?

No, the Form 4 explicitly states no shares were sold by Gael Forterre or VolitionRx. Instead, 5,251 shares were retained by the company for cancellation solely to cover tax withholding arising from the settlement of 12,700 restricted stock units.

How many VolitionRx (VNRX) shares does Gael Forterre hold after this filing?

Following the tax withholding, Gael Forterre holds 331,338 VolitionRx common shares directly. He also has indirect holdings of 5,000 shares through his spouse and 32,500 shares managed by Armorica Partners, LLC, reflecting additional exposure to the company’s stock.

What triggered the tax-withholding share cancellation in VolitionRx (VNRX) stock?

The cancellation was triggered by the settlement of 12,700 restricted stock units granted to Gael Forterre. To satisfy the related tax withholding obligations, VolitionRx retained and cancelled 5,251 common shares instead of requiring a separate cash payment for the tax liability.

How are Armorica Partners, LLC’s VolitionRx (VNRX) shares related to Gael Forterre?

Armorica Partners, LLC manages 32,500 VolitionRx shares and is controlled by Gael Forterre, who is its managing director and sole shareholder. He has voting and dispositive power over these shares but disclaims beneficial ownership except for his pecuniary interest in the entity.

What price per share is associated with the VolitionRx (VNRX) tax-withholding transaction?

The tax-withholding disposition reflects a price of $0.19 per VolitionRx common share. At this price, 5,251 shares were retained and cancelled by the company to cover Gael Forterre’s tax obligations arising from the settlement of 12,700 restricted stock units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/19/2026 - 04:30 PM Learn about SEC filing dates

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 NEVADA 89014

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/17/2026		F		5,251(1)	D	$0.19	331,338	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 12,700 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	03/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)