VNRX Form 4: 12,333 shares retained for RSU tax withholding

Rhea-AI Filing Summary

VolitionRx Ltd (VNRX) insider tax-withholding share cancellation

The company reported that on 10/04/2025 12,333 shares of common stock were disposed of under Transaction Code F at a reported price of $0.648 per share. The filing explains these shares represent the portion of 24,666 restricted stock units settled for the reporting person that were retained by VolitionRx for cancellation to satisfy tax-withholding obligations. The reporting person, Gaetan Michel, is listed as Chief Operating Officer and a director; the form states that no shares were sold by the reporting person or by VolitionRx in connection with this withholding arrangement.

Positive

• No open-market sale by the reporting person; withholding satisfied via share cancellation
• Disclosure identifies officer and role (Chief Operating Officer and director), supporting transparency

Negative

• Issuance/settlement of 24,666 RSUs required tax withholding that reduced net shares delivered
• Recorded per-share value of $0.648 may reflect company valuation at settlement date

Insights

Corporate Governance Analyst

Insider withholding via share cancellation, not open-market sale.

The transaction indicates tax-withholding obligations tied to the vesting of 24,666 restricted stock units were satisfied by retaining and canceling 12,333 shares on 10/04/2025, recorded at $0.648 per share as Transaction Code F. This is an administrative method of satisfying payroll tax withholding without an open-market sale by the officer.

This reduces the net shares delivered on vesting and has a mechanically small effect on share count compared with an open-market sale; monitor periodic equity activity filings for further RSU settlements or different withholding methods over the next 30–90 days.

Equity Markets Specialist

Transaction size is small relative to typical public-company floats.

The reported 12,333 shares canceled to cover withholding are a concrete, one-off adjustment to outstanding shares tied to RSU settlement. The disclosed price per share is $0.648, which is the reported per-share value for the withholding calculation on 10/04/2025.

For investors, this is a routine insider equity-management item; check subsequent Form 4/Form 5 filings within the next quarter for additional RSU settlements or market sales by officers that could be more material.

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^*

Michel Gaetan

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2025

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	10/04/2025		F		12,333(1)	D	$0.648	256,746	D

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 24,666 restricted stock units. No shares were sold by the reporting person or VolitionRx in such transaction.

Remarks:

	/s/ Gaetan Michel	10/07/2025
	** 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 the Form 4 filed for VNRX disclose on 10/04/2025?

The filing discloses a Transaction Code F showing 12,333 common shares disposed of at $0.648 per share to satisfy tax withholding tied to settled restricted stock units.

Who is the reporting person on the VNRX Form 4?

The reporting person is Gaetan Michel, listed as Chief Operating Officer and a director.

Were shares sold on the open market according to the filing?

No. The filing states no shares were sold by the reporting person or VolitionRx; shares were retained by the company for cancellation to satisfy withholding.

How many RSUs vested and what was withheld?

A total of 24,666 restricted stock units settled; 12,333 shares were retained for tax-withholding purposes.

What is the material impact for shareholders?

This is a routine withholding transaction; the direct share adjustment equals 12,333 shares canceled and should be reviewed alongside future filings for aggregate equity changes.