Tax withholding leads VolitionRx (VNRX) to cancel 3,196 shares for secretary

Rhea-AI Filing Summary

VolitionRx Ltd. reported a tax-related share withholding for its Secretary, Rodney Gerard Rootsaert. On February 1, 2026, the company retained and cancelled 3,196 shares of common stock at $0.285 per share to cover tax obligations arising from the settlement of 7,611 restricted stock units that had been granted in lieu of cash compensation. No shares were sold by Rootsaert or by VolitionRx in this transaction. After the withholding, Rootsaert beneficially owns 162,262 shares of common stock directly and 1,007,718 shares indirectly through Concord International, Inc., where he is a controlling director sharing voting and dispositive power.

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)
02/01/2026

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	02/01/2026		F		3,196(1)	D	$0.285	162,262	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 7,611 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	02/03/2026
	** 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 Gerard Rootsaert?

VolitionRx reported a tax-related share withholding for Secretary Rodney Gerard Rootsaert. The company retained and cancelled 3,196 common shares to satisfy his tax withholding obligations upon settlement of 7,611 restricted stock units that were granted instead of cash compensation.

Did Rodney Gerard Rootsaert sell any VolitionRx (VNRX) shares in this Form 4 filing?

No shares were sold by Rodney Gerard Rootsaert or by VolitionRx. The 3,196 shares were retained and cancelled by the company solely to cover tax withholding obligations tied to the settlement of his restricted stock units.

How many VolitionRx (VNRX) shares does Rodney Gerard Rootsaert own after this transaction?

After the reported tax withholding, Rodney Gerard Rootsaert beneficially owns 162,262 VolitionRx common shares directly. He also has indirect beneficial ownership of 1,007,718 additional shares held by Concord International, Inc., where he serves as a controlling director sharing voting and dispositive power.

What was the price used for the tax withholding shares in the VolitionRx (VNRX) Form 4?

The 3,196 VolitionRx common shares retained and cancelled for tax withholding were valued at $0.285 per share. This price was applied to satisfy the tax obligations arising from the settlement of 7,611 restricted stock units granted to Rodney Gerard Rootsaert.

Why were VolitionRx (VNRX) shares cancelled in Rodney Gerard Rootsaert’s Form 4?

The shares were cancelled to meet tax withholding obligations when 7,611 restricted stock units vested. Instead of selling shares into the market, VolitionRx withheld and cancelled 3,196 shares of common stock on behalf of Rodney Gerard Rootsaert.

How are the indirectly owned VolitionRx (VNRX) shares held for Rodney Gerard Rootsaert?

The indirectly owned 1,007,718 VolitionRx common shares are held by Concord International, Inc. Rodney Gerard Rootsaert is a controlling director of this entity and shares both voting and dispositive control over the shares it holds.