VolitionRx (VNRX) CEO reports 53,400-share RSU vesting and updated holdings

Rhea-AI Filing Summary

VolitionRx Ltd CEO Salvatore Thomas Butera reported an equity award related to restricted stock units (RSUs). On March 17, 2025 he was granted 178,000 RSUs under the company’s 2024 Stock Incentive Plan, tied to corporate performance goals and time-based vesting. Certain performance goals were achieved, causing 53,400 RSUs to vest, which are reported as an acquisition of 53,400 shares of common stock at a price of $0 on January 22, 2026.

The 53,400 vested RSUs are subject to a 3‑year time-based schedule, vesting in three equal installments of 17,800 units on each of March 17, 2026, March 17, 2027 and March 17, 2028, after which shares of common stock will be delivered upon settlement. Following this transaction, Butera directly owns 375,203 shares of common stock and jointly owns an additional 99,350 shares with his spouse. The rights to the remaining 124,600 RSUs from the original grant did not vest and were cancelled on June 30, 2025 and January 22, 2026.

Insights

Equity compensation and governance analyst

Routine CEO equity vesting tied to performance goals and time vesting.

The filing shows Salvatore Thomas Butera, CEO of Volition Veterinary at VolitionRx Ltd, receiving 53,400 shares of common stock via vested RSUs at a price of $0. These RSUs stem from a 178,000‑unit grant awarded on March 17, 2025 under the 2024 Stock Incentive Plan, contingent on corporate performance goals and time-based vesting.

Only part of the grant vested: 53,400 RSUs met the performance criteria, while the remaining 124,600 RSUs were cancelled on June 30, 2025 and January 22, 2026. The vested RSUs are structured to vest in three equal installments of 17,800 units on each of March 17, 2026, March 17, 2027 and March 17, 2028, with common shares delivered upon settlement.

After the reported transaction, Butera directly holds 375,203 common shares and jointly owns 99,350 shares with his spouse. This appears to be a standard equity compensation event reflecting partial performance achievement, rather than a discretionary open‑market purchase or sale.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Butera Salvatore Thomas

Role CEO - Volition Veterinary

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	53,400	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 375,203 shares (Direct)

Footnotes (1)

1. On March 17, 2025, the reporting person was awarded 178,000 restricted stock units ("RSUs") under the Issuer's 2024 Stock Incentive Plan, subject to vesting upon the achievement of certain corporate performance goals on or prior to June 30, 2025 and December 31, 2025 and also subject to time-based vesting. Certain of the performance goals were met, resulting in the rights with respect to 53,400 RSUs vesting. The RSUs are further subject to a 3-year time-based vesting schedule, vesting in three equal installments of 17,800 units on each of March 17, 2026, 2027 and 2028, respectively. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have vested. The rights with respect to the remaining 124,600 RSUs did not vest and were cancelled on June 30, 2025 and January 22, 2026, respectively. These shares of common stock are jointly owned by the reporting person and his spouse.

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^*

Butera Salvatore Thomas

(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)
	CEO - Volition Veterinary

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		A		53,400(1)	A	$0	375,203	D
Common Stock								99,350	D(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 March 17, 2025, the reporting person was awarded 178,000 restricted stock units ("RSUs") under the Issuer's 2024 Stock Incentive Plan, subject to vesting upon the achievement of certain corporate performance goals on or prior to June 30, 2025 and December 31, 2025 and also subject to time-based vesting. Certain of the performance goals were met, resulting in the rights with respect to 53,400 RSUs vesting. The RSUs are further subject to a 3-year time-based vesting schedule, vesting in three equal installments of 17,800 units on each of March 17, 2026, 2027 and 2028, respectively. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have vested. The rights with respect to the remaining 124,600 RSUs did not vest and were cancelled on June 30, 2025 and January 22, 2026, respectively.

2. These shares of common stock are jointly owned by the reporting person and his spouse.

Remarks:

	/s/ Salvatore Thomas Butera	01/23/2026
	** 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.

FAQ

What did VolitionRx (VNRX) CEO Salvatore Thomas Butera report in this Form 4?

He reported the acquisition of 53,400 shares of common stock on January 22, 2026, resulting from the vesting of restricted stock units (RSUs) granted under VolitionRx’s 2024 Stock Incentive Plan.

What was the original RSU grant to the VolitionRx (VNRX) CEO tied to this Form 4?

On March 17, 2025, the CEO was awarded 178,000 RSUs under the 2024 Stock Incentive Plan, subject to achieving specific corporate performance goals by June 30, 2025 and December 31, 2025 and to time-based vesting.

How many of the VolitionRx (VNRX) CEO’s RSUs actually vested and how many were cancelled?

Performance conditions were met for 53,400 RSUs, which vested and are reported in this Form 4. The rights to the remaining 124,600 RSUs did not vest and were cancelled on June 30, 2025 and January 22, 2026.

What is the vesting schedule for the VolitionRx (VNRX) CEO’s 53,400 vested RSUs?

The 53,400 RSUs are subject to a 3-year time-based vesting schedule, vesting in three equal installments of 17,800 units on each of March 17, 2026, March 17, 2027 and March 17, 2028, with common stock delivered upon settlement.

How many VolitionRx (VNRX) shares does the CEO own after this Form 4 transaction?

Following the reported transaction, the CEO directly owns 375,203 shares of common stock and jointly owns 99,350 shares of common stock with his spouse.

Did the VolitionRx (VNRX) CEO pay cash for the 53,400 shares reported in this Form 4?

No. The 53,400 shares were acquired at a price of $0 per share, reflecting settlement of vested RSUs rather than an open-market purchase.