VNRX Form 4: 105,184-share disposition; 326,451 shares remain
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock | 5,834 | $0.648 | $4K |
| holding | Common Stock | -- | -- | -- |
Footnotes (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. These shares of common stock are jointly owned by the reporting person and his spouse.
