VNRX Form 4: RSU tax withholding cancels 6,110 shares

Rhea-AI Filing Summary

Ann-Louise Batchelor, Group Chief Marketing Officer and director at VolitionRx Ltd (VNRX), reported a non‑derivative transaction where 6,110 shares of common stock were disposed on 10/04/2025 at a price of $0.648 per share. After the reported transaction her direct holdings are 148,172 shares, with an additional 29,406 shares held indirectly by her spouse. The filing explains these 6,110 shares were retained by the company for cancellation to satisfy tax withholding on the settlement of 13,000 restricted stock units; the reporting person did not sell shares.

Positive

• Administrative withholding only: 6,110 shares were cancelled to satisfy tax withholding rather than sold on market
• Continued ownership alignment: reporting person retains 148,172 direct shares and spouse holds 29,406 indirect shares
• Clear disclosure of the reason for the disposition (tax withholding on 13,000 RSUs)

Negative

• Direct holdings reduced by 6,110 shares following the RSU settlement
• Potential future dilution from outstanding or future RSU settlements (13,000 RSUs noted)

Insights

Equity Compensation Specialist

Transaction reflects tax withholding on RSU settlement; no open‑market sale occurred.

The disposition of 6,110 shares was executed by the company to satisfy tax withholding obligations tied to the settlement of 13,000 restricted stock units, which is a common administrative treatment for equity compensation. This reduces the reporting person's direct share count without proceeds to the officer because shares were cancelled, not sold on the market.

Key dependencies include future equity vesting and potential additional withholding events; monitor subsequent Form 4 filings for further RSU settlements or changes in direct holdings within the next 12 months.

Corporate Governance Analyst

Insider retained substantial ownership post‑transaction, with spouse holdings disclosed.

After the cancellation, the reporting person still holds 148,172 direct shares and 29,406 indirect shares via spouse, showing continued ownership alignment with shareholders. The filing is transparent about the nature of the disposition and confirms no open‑market sale by the officer or the company.

Governance watchers should note the administrative nature of the transaction and verify whether additional equity awards are scheduled to vest in 2025–2026 through subsequent disclosures.

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
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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^*

Batchelor Ann-Louise

(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)
	Group Chief Marketing Officer

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		6,110(1)	D	$0.648	148,172	D
Common Stock								29,406	I	By Spouse

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 13,000 restricted stock units. No shares were sold by the reporting person or VolitionRx in such transaction.

Remarks:

	/s/ Ann-Louise Batchelor	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 Ann-Louise Batchelor report on Form 4 for VNRX?

She reported a disposition of 6,110 common shares on 10/04/2025 at $0.648 per share, retained by the company to satisfy tax withholding on 13,000 restricted stock units.

Did the reporting person sell shares on the open market?

No. The filing states no shares were sold by the reporting person; the shares were cancelled by the company to settle tax withholding obligations.

How many shares does the reporting person own after the transaction?

She directly owns 148,172 shares following the transaction and has an indirect holding of 29,406 shares through her spouse.

Why were shares cancelled instead of cash used for tax withholding?

The filing explains the company retained and cancelled shares to satisfy tax withholding on RSU settlement; no further detail on alternative withholding methods is provided.

Does this Form 4 indicate insider selling pressure at VolitionRx (VNRX)?

No. The filing identifies an administrative cancellation for tax withholding related to RSUs and explicitly states that no shares were sold by the reporting person or the company.