VolitionRx (VNRX) CCO Forterre reports 2,010-share tax withholding, 189,872 shares held

Rhea-AI Filing Summary

VolitionRx Ltd. Chief Commercial Officer Gael Forterre reported a tax‑related share withholding tied to equity compensation. On February 1, 2026, VolitionRx retained and cancelled 2,010 shares of common stock at $0.285 per share to satisfy Forterre’s tax withholding obligations upon settlement of 4,863 restricted stock units that had been granted in lieu of cash compensation. No shares were sold by Forterre or VolitionRx in this transaction. After this adjustment, Forterre directly held 189,872 common shares, with additional indirect holdings of 5,000 shares through his spouse and 32,500 shares through Armorica Partners, LLC, an entity he controls but for which he disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Forterre Gael

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,010	$0.285	$572.85
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 189,872 shares (Direct); Common Stock — 5,000 shares (Indirect, By Spouse)

Footnotes (1)

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 4,863 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. These shares of common stock are managed by Armorica Partners, LLC (formerly Armori Capital Management, LLC) ("Armorica Partners"). Mr. Forterre is the managing director and sole shareholder of Armorica Partners and has voting and dispositive control over the shares held by Armorica Partners. Mr. Forterre disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Forterre Gael

(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 Commercial Officer

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		2,010(1)	D	$0.285	189,872	D
Common Stock								5,000	I	By Spouse
Common Stock								32,500	I	By Armorica Partners, LLC(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 4,863 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. These shares of common stock are managed by Armorica Partners, LLC (formerly Armori Capital Management, LLC) ("Armorica Partners"). Mr. Forterre is the managing director and sole shareholder of Armorica Partners and has voting and dispositive control over the shares held by Armorica Partners. Mr. Forterre disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Gael Forterre	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 Gael Forterre on February 1, 2026?

VolitionRx reported that Gael Forterre had 2,010 common shares withheld and cancelled to cover tax obligations on 4,863 restricted stock units. These units were granted in lieu of cash compensation otherwise payable to him, and no shares were sold in the process.

Did Gael Forterre sell any VolitionRx (VNRX) shares in the latest Form 4 filing?

No, Gael Forterre did not sell any VolitionRx shares. The reported 2,010-share transaction reflects stock withheld and cancelled by the company to satisfy his tax withholding obligations on vested restricted stock units granted instead of cash compensation.

How many VolitionRx (VNRX) shares does Gael Forterre own directly after the reported transaction?

After the reported tax‑withholding transaction, Gael Forterre directly owns 189,872 VolitionRx common shares. This figure reflects his holdings following cancellation of 2,010 shares retained by the company to cover taxes on settled restricted stock units.

What indirect VolitionRx (VNRX) shareholdings are associated with Gael Forterre and his related entities?

In addition to his direct holdings, 5,000 VolitionRx shares are held indirectly through his spouse, and 32,500 shares are held through Armorica Partners, LLC. Forterre controls Armorica but disclaims beneficial ownership beyond his pecuniary interest in those shares.

Why did VolitionRx (VNRX) withhold 2,010 shares from Gael Forterre’s equity award?

VolitionRx withheld and cancelled 2,010 common shares to satisfy Gael Forterre’s tax withholding obligations when 4,863 restricted stock units settled. Those units had been awarded instead of cash compensation that would otherwise have been paid to him in cash.

What role does Armorica Partners, LLC play in Gael Forterre’s VolitionRx (VNRX) holdings?

Armorica Partners, LLC holds 32,500 VolitionRx common shares associated with Gael Forterre. He is Armorica’s managing director and sole shareholder, with voting and dispositive control, but he disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.