Tax withholding on VolitionRx (VNRX) shares for officer via RSU settlement

Rhea-AI Filing Summary

VolitionRx Ltd reported that officer Rodney Gerard Rootsaert had 3,321 shares of common stock withheld and retained by the company for cancellation to cover tax obligations arising from the settlement of 7,908 restricted stock units that had been awarded in lieu of cash compensation. The filing specifies that no shares were sold by either the officer or VolitionRx in this transaction. After this tax-withholding event, Rootsaert directly holds 277,941 shares of common stock and indirectly is reported as having voting and dispositive control over 1,007,718 shares held by Concord International, Inc.

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

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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^*

Rootsaert Rodney Gerard

(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)
	Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		F		3,321(1)	D	$0.213	277,941	D
Common Stock								1,007,718	I	By Concord International, Inc.(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 7,908 restricted stock units that were awarded in lieu of cash compensation that would otherwise have been owed to the reporting person. No shares were sold by the reporting person or VolitionRx in such transaction.

2. The shares of common stock are held directly by Concord International, Inc. The reporting person is a controlling director of Concord International, Inc. and shares voting and dispositive control over the shares of common stock held by Concord International, Inc.

Remarks:

	/s/ Rodney Gerard Rootsaert	03/03/2026
	** 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) report for Rodney Rootsaert?

VolitionRx reported a tax-related share withholding for officer Rodney Rootsaert. The company retained and cancelled 3,321 common shares to satisfy tax obligations from settling 7,908 restricted stock units awarded instead of cash compensation.

Were any VolitionRx (VNRX) shares sold in this Form 4 transaction?

No shares were sold in this transaction. VolitionRx retained 3,321 common shares for cancellation solely to cover Rodney Rootsaert’s tax withholding obligations upon settlement of 7,908 restricted stock units granted in lieu of cash compensation.

How many VolitionRx (VNRX) shares does Rodney Rootsaert now hold directly?

Following the tax-withholding share cancellation, Rodney Rootsaert directly holds 277,941 VolitionRx common shares. This reflects his remaining direct ownership after the company retained 3,321 shares to satisfy his related tax obligations.

What indirect VolitionRx (VNRX) holdings are reported for Concord International, Inc.?

The filing shows 1,007,718 VolitionRx common shares held by Concord International, Inc. Rodney Rootsaert is a controlling director of Concord and shares voting and dispositive control over these indirectly held shares of the company.

What triggered the tax withholding on VolitionRx (VNRX) shares for Rodney Rootsaert?

The tax withholding arose from settlement of 7,908 restricted stock units granted to Rodney Rootsaert. These units were awarded instead of cash compensation, and 3,321 shares were retained and cancelled by VolitionRx to satisfy associated tax obligations.