VolitionRx (VNRX) Form 4: RSU Tax Withholding Reduces COO’s Shares

Rhea-AI Filing Summary

VolitionRx insider filing: Michel Gaetan, the company's Chief Operating Officer and a director, reported a transaction dated 09/28/2025 reducing his direct common stock holding. The Form 4 shows a Code F disposition of 11,362 shares at $0.605, leaving 369,079 shares beneficially owned directly after the reported transaction. The filing explains these 11,362 shares represent the portion of 22,725 restricted stock units retained by VolitionRx to satisfy tax withholding upon settlement; the form states no shares were sold by the reporting person or the company in the process. The form is signed by Gaetan on 09/30/2025.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding share retention on RSU settlement; not a sale by the insider and likely minimal governance concern.

The filing documents a common practice where a company retains shares to cover employee tax obligations when restricted stock units vest. Because the reporting person did not sell shares and the company retained shares for withholding, this does not indicate an opportunistic insider sale. The transaction reduces the insider's direct share count by 11,362 shares and reflects settlement of 22,725 RSUs. For governance analysis, this is procedural and does not signal control changes or delegation issues.

Securities/Financial Analyst

TL;DR: The disclosure is an administrative share retention for tax withholding; impact on float and valuation is likely immaterial.

The Form 4 reports a Code F disposition at $0.605 per share for 11,362 shares, resulting from withholding on vested RSUs rather than an open-market sale. The insider's remaining direct stake is 369,079 shares. Absent additional context on total outstanding shares or larger insider activity, this single administrative action is unlikely to meaningfully affect supply, demand, or investor perception.

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

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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).

1. Name and Address of Reporting Person^*

Michel Gaetan

(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 Operating 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		11,362(1)	D	$0.605	369,079	D

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 22,725 restricted stock units. No shares were sold by the reporting person or VolitionRx in such transaction.

Remarks:

	/s/ Gaetan Michel	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.

FAQ

What did Michel Gaetan disclose on the Form 4 for VNRX?

He disclosed a Code F disposition on 09/28/2025 of 11,362 shares at $0.605 per share and retained 369,079 shares beneficially owned following the transaction.

Why were 11,362 shares disposed according to the filing?

The filing explains these shares were retained by VolitionRx for tax withholding upon settlement of 22,725 restricted stock units; no shares were sold by the reporting person or the company.

What is the reporting person’s role at VolitionRx (VNRX)?

The reporting person, Michel Gaetan, is listed as Chief Operating Officer and a Director of VolitionRx.

When was the Form 4 signed and filed?

The Form 4 is signed by Gaetan on 09/30/2025 and reports the earliest transaction date as 09/28/2025.