VolitionRx (VNRX) CFO records 49,200-share RSU vesting and cancellations

Rhea-AI Filing Summary

VolitionRx Ltd.'s Chief Financial Officer, Terig Hughes, reported an acquisition of 49,200 shares of common stock on January 22, 2026, at a price of $0 per share. This reflects the vesting of part of a prior award of 164,000 restricted stock units (RSUs) granted on March 17, 2025 under the company’s 2024 Stock Incentive Plan.

Certain corporate performance goals were achieved, causing rights with respect to 49,200 RSUs to vest. These RSUs are subject to a three-year time-based vesting schedule in equal installments of 16,400 units on each of March 17, 2026, 2027 and 2028, after which shares are delivered upon settlement. Rights relating to the remaining 114,800 RSUs from the original grant did not vest and were cancelled on June 30, 2025 and January 22, 2026.

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^*

Hughes Terig

(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 Financial 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		49,200(1)	A	$0	482,970	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 March 17, 2025, the reporting person was awarded 164,000 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 49,200 RSUs vesting. The RSUs are further subject to a 3-year time-based vesting schedule, vesting in three equal installments of 16,400 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 114,800 RSUs did not vest and were cancelled on June 30, 2025 and January 22, 2026, respectively.

Remarks:

	/s/ Terig Hughes	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did VNRX disclose for its CFO?

VolitionRx Ltd. reported that its Chief Financial Officer, Terig Hughes, acquired 49,200 shares of common stock on January 22, 2026 at $0 per share, reflecting the vesting of restricted stock units.

How many RSUs were originally granted to the VNRX CFO and when?

On March 17, 2025, the CFO was awarded 164,000 restricted stock units (RSUs) under VolitionRx Ltd.'s 2024 Stock Incentive Plan.

What performance conditions applied to the VNRX CFO’s RSUs?

The 164,000 RSUs were subject to achieving corporate performance goals on or prior to June 30, 2025 and December 31, 2025, in addition to time-based vesting conditions.

How many of the VNRX CFO’s RSUs actually vested?

Performance goals were met for a portion of the award, resulting in rights with respect to 49,200 RSUs vesting, while rights to the remaining 114,800 RSUs did not vest and were cancelled.

What is the vesting schedule for the vested RSUs at VolitionRx?

The 49,200 vested RSUs are subject to a 3-year time-based schedule, vesting in three equal installments of 16,400 units on each of March 17, 2026, 2027 and 2028.

When will the VNRX CFO receive shares from the RSUs?

Upon vesting and settlement of each installment, the CFO will receive a number of shares of common stock equal to the number of RSUs that have vested at that time.

How many VNRX shares does the CFO beneficially own after this transaction?

Following the reported acquisition, the CFO beneficially owns 482,970 shares of VolitionRx Ltd. common stock in direct form.