VolitionRx Insider Files Form 4: RSU Tax Withholding Reduces Shares

Rhea-AI Filing Summary

Salvatore Thomas Butera, listed as an officer (CEO - Volition Veterinary) and director of VolitionRx Ltd (VNRX), reported transactions dated 09/28/2025 on a Form 4. The filing shows 5,230 shares of common stock disposed of at $0.605 per share by means of share retention by the issuer to satisfy tax withholding on the settlement of 19,125 restricted stock units; the filing states no shares were sold by the reporting person or the company. The reporting person beneficially owns 332,285 shares following the transaction, and 99,350 shares are jointly owned with his spouse.

Positive

• Tax withholding handled via share retention by the issuer rather than an open-market sale, avoiding immediate selling pressure
• Reporting person retains significant beneficial ownership (332,285 shares) after the RSU settlement, indicating continued alignment with shareholders

Negative

• Reduction in outstanding shares for the reporting person due to tax-withholding cancellation of 5,230 shares
• Joint ownership of 99,350 shares with spouse reduces the number of solely individually controlled shares

Insights

Securities Analyst

TL;DR Officer satisfied RSU tax withholding through company retention; no open-market sale reported, so immediate market impact is minimal.

The Form 4 documents a non-market disposal of 5,230 shares retained by the issuer to cover tax withholding on 19,125 RSUs. Because the shares were cancelled by the company for tax purposes rather than sold in the market, there is no direct selling pressure from the reporting person. The reporting person still beneficially owns 332,285 shares, indicating continued equity exposure. This disclosure is routine for RSU settlements and is informational rather than a material change in control or ownership.

Corporate Governance Expert

TL;DR Disclosure aligns with standard insider reporting for RSU tax withholding; no governance concerns evident from the transaction details.

The filing clarifies the mechanism used to satisfy tax obligations upon RSU settlement, specifying that shares were retained by VolitionRx rather than sold by the insider. The report identifies the reporting person as an officer and director and notes joint ownership for 99,350 shares with his spouse. There are no disclosed resignations, option grants, or unusual derivative transactions in this Form 4 that would raise corporate governance flags.

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).

1. Name and Address of Reporting Person^*

Butera Salvatore Thomas

(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)
	CEO - Volition Veterinary

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		5,230(1)	D	$0.605	332,285	D
Common Stock								99,350	D(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 19,125 restricted stock units. No shares were sold by the reporting person or VolitionRx in such transaction.

2. These shares of common stock are jointly owned by the reporting person and his spouse.

Remarks:

	/s/ Salvatore Thomas Butera	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 transaction did Salvatore Thomas Butera report on Form 4 for VNRX?

The Form 4 reports a 09/28/2025 transaction where 5,230 shares were retained by VolitionRx to satisfy tax withholding on the settlement of 19,125 RSUs; no open-market sale was reported.

How many shares does the reporting person beneficially own after the transaction?

The filing states the reporting person beneficially owns 332,285 shares following the reported transaction.

Were any shares sold in the market according to this Form 4?

No. The filing explicitly states no shares were sold by the reporting person or VolitionRx; shares were retained for tax withholding.

What is the reported price associated with the retained shares?

The retained 5,230 shares are shown with a price of $0.605 per share in the Form 4.

What does footnote 2 in the Form 4 indicate?

Footnote 2 indicates that 99,350 shares of common stock are jointly owned by the reporting person and his spouse.