VolitionRx (VNRX) grants CSO 149,000 RSUs instead of cash

Rhea-AI Filing Summary

VolitionRx chief scientific officer Jacob Vincent Micallef acquired an award of 149,000 restricted stock units on February 26, 2026 under the 2024 Stock Incentive Plan in lieu of cash compensation. The RSUs are earned in roughly equal monthly installments from March 1, 2026 and remain subject to additional time-based vesting on February 26, 2027, conditioned on continued service. The filing also notes indirect holdings of 55,000 common shares by his spouse and 38,113 common shares held by Borlaug Limited, which he controls.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Micallef Jacob Vincent

Role Chief Scientific Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	149,000	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 577,489 shares (Direct); Common Stock — 55,000 shares (Indirect, By Spouse)

Footnotes (1)

1. On February 26, 2026, the reporting person was awarded 149,000 restricted stock units ("RSUs") under the Issuer's 2024 Stock Incentive Plan in lieu of cash compensation that would otherwise have been owed to the reporting person. The RSUs will be earned in twelve approximately equal monthly installments commencing on March 1, 2026. Once earned, they will remain subject to additional time-based vesting in a single installment on February 26, 2027, and are generally subject to continued service by the reporting person throughout each applicable earning and vesting date. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have been earned and vested as of the vesting date. The shares of common stock are held directly by Borlaug Limited. The reporting person is a controlling director of Borlaug Limited and has voting and dispositive control over the shares of common stock held by Borlaug Limited.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/27/2026 - 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^*

Micallef Jacob Vincent

(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 Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		A		149,000(1)	A	$0	577,489	D
Common Stock								55,000	I	By Spouse
Common Stock								38,113	I	By Borlaug Limited(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 February 26, 2026, the reporting person was awarded 149,000 restricted stock units ("RSUs") under the Issuer's 2024 Stock Incentive Plan in lieu of cash compensation that would otherwise have been owed to the reporting person. The RSUs will be earned in twelve approximately equal monthly installments commencing on March 1, 2026. Once earned, they will remain subject to additional time-based vesting in a single installment on February 26, 2027, and are generally subject to continued service by the reporting person throughout each applicable earning and vesting date. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have been earned and vested as of the vesting date.

2. The shares of common stock are held directly by Borlaug Limited. The reporting person is a controlling director of Borlaug Limited and has voting and dispositive control over the shares of common stock held by Borlaug Limited.

Remarks:

	/s/ Jacob Vincent Micallef	02/27/2026
	** 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.