VolitionRx (VNRX) grants CCO 149,000 RSUs in lieu of cash pay

Rhea-AI Filing Summary

Forterre Gael reported acquisition or exercise transactions in this Form 4 filing.

VolitionRx Ltd reported that Chief Commercial Officer Gael Forterre was awarded 149,000 restricted stock units (RSUs) of common stock under the 2024 Stock Incentive Plan in lieu of cash compensation. The RSUs are earned in twelve approximately equal monthly installments starting March 1, 2026, then remain subject to additional time-based vesting in a single installment on February 26, 2027, generally requiring continued service through each earning and vesting date. Upon vesting and settlement, he will receive one share of common stock for each earned and vested RSU. After this grant, he directly holds 338,872 common shares. Indirect holdings reported include 5,000 shares held by his spouse and 32,500 shares held by Armorica Partners, LLC, where he has voting and dispositive control but disclaims beneficial ownership except to the extent of his pecuniary interest.

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).

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 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)
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	338,872	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. 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. 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	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.

FAQ

What insider transaction did VolitionRx (VNRX) disclose for Gael Forterre?

VolitionRx disclosed that Chief Commercial Officer Gael Forterre received an award of 149,000 RSUs of common stock. The grant was made under the company’s 2024 Stock Incentive Plan in lieu of cash compensation that otherwise would have been paid to him.

How will Gael Forterre’s 149,000 VolitionRx RSUs vest?

The 149,000 RSUs will be earned in twelve approximately equal monthly installments starting March 1, 2026. Once earned, all RSUs are subject to additional time-based vesting in a single installment on February 26, 2027, contingent on his continued service.

What does the RSU award mean for Gael Forterre’s VolitionRx share ownership?

Following the RSU award, Gael Forterre is reported to directly own 338,872 shares of VolitionRx common stock. Upon vesting and settlement, each earned RSU will convert into one share, potentially increasing his direct share ownership over time.

Are Gael Forterre’s VolitionRx RSUs paid in cash or stock?

The 149,000 RSUs were granted in lieu of cash compensation that would otherwise have been owed. After they are earned, vested, and settled, Forterre will receive a number of VolitionRx common shares equal to the RSUs that have vested.

What indirect VolitionRx shareholdings are reported for Gael Forterre?

The filing reports 5,000 shares held indirectly through his spouse and 32,500 shares held by Armorica Partners, LLC. Forterre controls voting and dispositive power over Armorica’s shares but disclaims beneficial ownership beyond his pecuniary interest.

Under which plan were Gael Forterre’s VolitionRx RSUs granted?

The 149,000 RSUs awarded to Gael Forterre were granted under VolitionRx’s 2024 Stock Incentive Plan. The grant structure replaces cash compensation, with shares delivered only after the RSUs are both earned and fully vested according to the stated schedule.