Ethel Rubin receives 178,000 RSU award at VolitionRx Ltd (VNRX)

Rhea-AI Filing Summary

Rubin Ethel reported acquisition or exercise transactions in this Form 4 filing.

VolitionRx Ltd director Ethel Rubin reported an equity award rather than a stock purchase or sale. On February 26, 2026, Rubin was granted 178,000 restricted stock units (RSUs) under the company’s 2024 Stock Incentive Plan in lieu of cash compensation. The RSUs are earned in twelve roughly equal monthly installments beginning February 1, 2026, then are scheduled to vest in a single installment on February 26, 2027, subject to Rubin’s continued service. Upon vesting and settlement, Rubin will receive one share of common stock for each RSU that has been earned and vested, and direct holdings after this grant are reported at 252,948 shares of common stock.

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^*

Rubin Ethel

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		A		178,000(1)	A	$0	252,948	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. On February 26, 2026, the reporting person was awarded 178,000 restricted stock units ("RSUs") under the Issuer's 2024 Stock Incentive Plan in lieu of cash compensation that would otherwise have been owed to the reporting person. The RSUs will be earned in twelve approximately equal monthly installments commencing on February 1, 2026. Once earned, they will remain subject to additional time-based vesting in a single installment on February 26, 2027, and are generally subject to continued service by the reporting person throughout each applicable earning and vesting date. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have been both earned and vested as of the vesting date.

Remarks:

	/s/ Ethel Rubin	02/27/2026
	** 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.
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FAQ

What insider transaction did VolitionRx Ltd (VNRX) report for Ethel Rubin?

VolitionRx Ltd reported that director Ethel Rubin received a grant of 178,000 restricted stock units. These RSUs were awarded under the 2024 Stock Incentive Plan as non-cash compensation, replacing cash fees and aligning her compensation more closely with company equity performance.

How are Ethel Rubin’s 178,000 VolitionRx (VNRX) RSUs earned and vested?

Rubin’s 178,000 RSUs are earned in twelve approximately equal monthly installments starting February 1, 2026. Once earned, all RSUs are subject to additional time-based vesting in a single installment on February 26, 2027, requiring her continued service through each earning and vesting date.

Does the VolitionRx (VNRX) Form 4 show a stock purchase or sale by Ethel Rubin?

The Form 4 does not show an open-market stock purchase or sale. Instead, it reports a grant of restricted stock units as compensation, with a transaction code indicating a grant, award, or other acquisition of equity rather than a buy or sell trade.

What is Ethel Rubin’s reported VolitionRx (VNRX) common stock holding after this grant?

After the reported equity award, Ethel Rubin’s direct holdings are listed as 252,948 shares of VolitionRx common stock. This figure reflects her position following the grant transaction disclosed, as shown in the ownership totals within the Form 4 filing data.

Why did VolitionRx (VNRX) grant RSUs to Ethel Rubin instead of paying cash?

The footnote explains that 178,000 RSUs were granted in lieu of cash compensation otherwise owed. This structure pays her board-related compensation in equity, linking a portion of her remuneration directly to the performance of VolitionRx’s common stock over time.

When will Ethel Rubin receive VolitionRx (VNRX) shares from her RSU award?

Rubin will receive common shares only after RSUs are both earned and vested. Earned RSUs accrue monthly beginning February 1, 2026, and are scheduled to vest and settle in a single installment on February 26, 2027, assuming continued service through that date.