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[Form 4] VOLITIONRX LTD Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

VolitionRx Ltd. reporting person Salvatore Thomas Butera filed a Form 4 disclosing changes in beneficial ownership dated 10/04/2025. The filing shows dispositions totaling 105,184 shares of common stock: 5,834 shares were surrendered to satisfy tax withholding on the settlement of 21,333 restricted stock units and 99,350 shares are jointly owned with the reporting person’s spouse and were reported as disposed. After the reported transactions, the reporting person beneficially owns 326,451 shares directly. The filing states no shares were sold by the reporting person or by VolitionRx in the withholding transaction; instead, shares were retained by the company for tax withholding purposes.

Positive
  • No open-market sale for tax withholding: the company retained shares to satisfy tax obligations rather than the reporting person selling shares.
  • Substantial remaining direct holding: the reporting person still beneficially owns 326,451 shares after the transactions.
Negative
  • Reported dispositions total 105,184 shares (5,834 for tax withholding and 99,350 jointly owned shares), reducing reported ownership.
  • Jointly owned shares reported as disposed (99,350) may indicate transfer or reclassification that lowers the reporting person’s sole control.

Insights

Insider recorded dispositions of 105,184 shares tied to RSU settlement and joint ownership.

The filing shows 5,834 shares were retained by the company to satisfy tax withholding on the settlement of 21,333 restricted stock units; the reporting person did not sell shares to satisfy taxes. A separate line reports 99,350 shares as disposed that are jointly owned with the reporting person’s spouse.

Primary dependencies are the RSU vesting and the treatment of jointly owned shares; monitor any future Form 4s for additional sales or changes in beneficial ownership following vesting events within the next 30–90 days.

Transaction appears administrative (tax withholding) rather than a market sale, but joint-owner disposition reduces reported holdings.

The company’s retention of shares to cover tax withholding is a common administrative practice and the filing explicitly states no shares were sold by the reporting person or VolitionRx for that purpose. Still, the combined reported dispositions reduce direct beneficial ownership to 326,451 shares after the transactions.

Governance considerations include whether the reported joint ownership or any future planned trades are covered by a 10b5-1 plan; check subsequent filings or disclosures over the next quarter for clarifying amendments.

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*
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)
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 5,834(1) D $0.648 326,451 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 21,333 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 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 VolitionRx insider Salvatore Butera report on Form 4 (VNRX)?

The Form 4 dated 10/04/2025 reports dispositions totaling 105,184 shares and a post-transaction direct beneficial ownership of 326,451 shares.

Why were 5,834 shares retained by VolitionRx?

Those 5,834 shares were retained by the company to satisfy tax withholding obligations related to the settlement of 21,333 restricted stock units; the filing states no shares were sold by the reporting person for this purpose.

Do the filings show an open-market sale by the insider?

No. The filing explicitly states no shares were sold by the reporting person or the company in the withholding transaction.

How many shares were reported as jointly owned and disposed?

The filing reports 99,350 shares as jointly owned by the reporting person and his spouse, reported as disposed.

What should investors watch next regarding VNRX insider activity?

Monitor subsequent Form 4 filings and any amendments over the next 30–90 days for clarifications on the jointly owned shares or additional dispositions.
Volitionrx

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VNRX Stock Data

42.85M
98.10M
17.84%
22.29%
0.28%
Medical Devices
In Vitro & in Vivo Diagnostic Substances
Link
United States
HENDERSON