VolitionRx (VNRX) CCO Forterre logs 38,100 RSU-based share award

Rhea-AI Filing Summary

VolitionRx Ltd Chief Commercial Officer Gael Forterre reported an acquisition of 38,100 shares of common stock on January 22, 2026, at a price of $0 per share, reflecting vesting of previously granted restricted stock units (RSUs). Following this transaction, he directly holds 191,882 shares of common stock, with additional indirect holdings of 5,000 shares held by his spouse and 32,500 shares held by Armorica Partners, LLC, an entity he controls.

The footnotes explain that he was granted 127,000 RSUs on March 17, 2025 under the 2024 Stock Incentive Plan. Corporate performance goals were partially met, causing 38,100 RSUs to vest, while the remaining 88,900 RSUs were cancelled on June 30, 2025 and January 22, 2026. The vested RSUs remain subject to a three-year time-based schedule, vesting in three equal installments of 12,700 units on each of March 17, 2026, 2027 and 2028, when settled into 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

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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^*

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)
01/22/2026

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	01/22/2026		A		38,100(1)	A	$0	191,882	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. On March 17, 2025, the reporting person was awarded 127,000 restricted stock units ("RSUs") under the Issuer's 2024 Stock Incentive Plan, subject to vesting upon the achievement of certain corporate performance goals on or prior to June 30, 2025 and December 31, 2025 and also subject to time-based vesting. Certain of the performance goals were met, resulting in the rights with respect to 38,100 RSUs vesting. The RSUs are further subject to a 3-year time-based vesting schedule, vesting in three equal installments of 12,700 units on each of March 17, 2026, 2027 and 2028, respectively. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have vested. The rights with respect to the remaining 88,900 RSUs did not vest and were cancelled on June 30, 2025 and January 22, 2026, respectively.

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	01/23/2026
	** 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).
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FAQ

What insider transaction did VolitionRx (VNRX) report for Gael Forterre?

VolitionRx reported that Chief Commercial Officer Gael Forterre acquired 38,100 shares of common stock on January 22, 2026. The shares were acquired at $0 per share in connection with the vesting of previously granted restricted stock units.

How many VolitionRx (VNRX) shares does Gael Forterre own after this Form 4?

After the reported transaction, Gael Forterre directly owns 191,882 shares of VolitionRx common stock. He also has indirect ownership of 5,000 shares held by his spouse and 32,500 shares held by Armorica Partners, LLC.

What were the terms of the RSU award reported in this VolitionRx (VNRX) Form 4?

On March 17, 2025, Forterre was awarded 127,000 RSUs under the 2024 Stock Incentive Plan. The award was subject to corporate performance goals tied to June 30, 2025 and December 31, 2025, as well as time-based vesting. Performance conditions were partially met, causing 38,100 RSUs to vest and leaving 88,900 RSUs that did not vest and were cancelled.

How will the vested RSUs for Gael Forterre convert into VolitionRx (VNRX) common stock?

The 38,100 vested RSUs are subject to a three-year time-based vesting schedule. They will vest in three equal installments of 12,700 units on each of March 17, 2026, March 17, 2027 and March 17, 2028. Upon vesting and settlement, Forterre will receive one share of common stock for each vested RSU.

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

Armorica Partners, LLC holds 32,500 shares of VolitionRx common stock indirectly attributed to Forterre. He is the managing director and sole shareholder of Armorica Partners and has voting and dispositive control over these shares, while disclaiming beneficial ownership except to the extent of his pecuniary interest.

Did all of Gael Forterre’s VolitionRx RSUs vest under the 2024 Stock Incentive Plan?

No. Of the 127,000 RSUs originally granted, rights relating to 38,100 RSUs vested after certain performance goals were met. The remaining 88,900 RSUs did not vest and were cancelled on June 30, 2025 and January 22, 2026.