VolitionRx Insider Filing: Rootsaert Withholds Shares to Cover RSU Taxes

Rhea-AI Filing Summary

Rodney Gerard Rootsaert, a reporting officer and director of VolitionRx Ltd (VNRX), reported a transaction dated 09/28/2025 involving restricted stock units. To satisfy tax withholding on the settlement of 9,900 restricted stock units, VolitionRx retained 4,158 common shares (transaction code F) at an indicated per-share price of $0.605; no open-market sale occurred. After the withholding, the reporting person beneficially owns 145,075 shares directly. In addition, Concord International, Inc. holds 1,007,718 shares indirectly; Rootsaert is a controlling director of Concord and shares voting and dispositive control. The Form 4 indicates shares were retained by the company for tax withholding and clarifies ownership forms but does not show any derivative transactions.

Positive

• No open-market sale: shares were retained by the issuer for tax withholding rather than sold on the market, minimizing immediate market impact
• Clear disclosure of indirect control: reporting person identifies Concord International, Inc. as holder and discloses shared voting and dispositive control

Negative

• Reduction in direct holdings: 4,158 shares were withheld, lowering direct beneficial ownership to 145,075 shares

Insights

Securities Analyst

TL;DR: Routine tax-withholding on RSU settlement; no open-market sale and reporting person retains substantial indirect holdings via Concord.

The Form 4 shows a non-derivative disposition coded F, indicating shares were retained by the issuer to satisfy tax withholding on the settlement of 9,900 RSUs. The retained amount (4,158 shares) reflects internal share cancellation for tax purposes rather than a market sale, which lessens immediate market impact. Direct beneficial ownership falls to 145,075 shares while indirect ownership via Concord International, Inc. remains material at 1,007,718 shares. Ownership control through Concord implies continued influence over a meaningful block of stock. No derivative positions or additional transfers are reported.

Corporate Governance Expert

TL;DR: Disclosure is straightforward and routine; it clarifies indirect control through an affiliated entity.

The filing clarifies that the reported disposition results from the company withholding shares to cover tax obligations on RSU settlement, not from an active sale by the reporting person. The disclosure also properly identifies indirect beneficial ownership through Concord International, Inc. and notes that the reporting person shares voting and dispositive power there, which is important for governance transparency. The Form 4 contains no indications of unusual transactions or changes in control beyond routine equity compensation settlement.

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).

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)
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		4,158(1)	D	$0.605	145,075	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 9,900 restricted stock units. 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	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 Rodney Rootsaert report on Form 4 for VNRX?

The Form 4 reports that on 09/28/2025 VolitionRx retained 4,158 shares to satisfy tax withholding on the settlement of 9,900 RSUs; no shares were sold.

How many VNRX shares does Rootsaert own directly and indirectly after the transaction?

After the transaction Rootsaert beneficially owns 145,075 shares directly and 1,007,718 shares indirectly through Concord International, Inc.

What does transaction code 'F' mean on this Form 4?

Transaction code F indicates the company withheld shares to satisfy tax withholding obligations upon settlement of equity awards; it is not an open-market sale.

Did the Form 4 report any derivative transactions for VNRX?

No. Table II (derivative securities) contains no reported derivative transactions or holdings in this filing.

Does the filing indicate any change in control of VNRX shares?

No. The filing shows continued indirect control via Concord International, Inc. and does not report any transfer that would indicate a change in control.