Director at VolitionRx (VNRX) granted 178,000 RSUs in lieu of cash

Rhea-AI Filing Summary

Innes Guy Archibald reported acquisition or exercise transactions in this Form 4 filing.

VolitionRx Ltd director Guy Archibald Innes reported an equity compensation grant. On February 26, 2026 he was awarded 178,000 restricted stock units of common stock under the 2024 Stock Incentive Plan, in lieu of cash compensation.

The RSUs are earned in twelve approximately equal monthly installments starting February 1, 2026 and then vest in a single installment on February 26, 2027, subject to his continued service. Following this award, he directly owns 1,252,967 common shares, and also reports indirect holdings through a family trust, a charitable trust and family members.

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^*

Innes Guy Archibald

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		A		178,000(1)	A	$0	1,252,967	D
Common Stock								1,400,000	I	By The Innes Family Bare Trust 2023(2)
Common Stock								356,000	I	By The Dill Faulkes Educational Trust Limited(3)
Common Stock								154,503	I	By son
Common Stock								154,503	I	By son
Common Stock								154,504	I	By daughter
Common Stock								154,504	I	By daughter

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 February 26, 2026, the reporting person was awarded 178,000 restricted stock units ("RSUs") under the Issuer's 2024 Stock Incentive Plan in lieu of cash compensation that would otherwise have been owed to the reporting person. The RSUs will be earned in twelve approximately equal monthly installments commencing on February 1, 2026. Once earned, they will remain subject to additional time-based vesting in a single installment on February 26, 2027, and are generally subject to continued service by the reporting person throughout each applicable earning and vesting date. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have been earned and vested as of the vesting date.

2. These shares of Common Stock are beneficially owned by The Innes Family Bare Trust 2023, which is a separate legal entity, of which the reporting person is the Trustee, for the benefit of his children.

3. These shares of Common Stock are beneficially owned by The Dill Faulkes Educational Trust Limited ("DFET"), a UK registered charity. The reporting person serves as a director and trustee of DFET and shares voting and dispositive control over these shares but disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Guy Archibald Innes	02/27/2026
	** 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).
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 equity award did VolitionRx (VNRX) director Guy Archibald Innes receive?

Guy Archibald Innes received 178,000 restricted stock units (RSUs). The award was granted on February 26, 2026 as common stock RSUs under VolitionRx’s 2024 Stock Incentive Plan, issued in lieu of cash compensation that otherwise would have been owed to him.

How do the new RSUs for VolitionRx (VNRX) director Innes vest and earn?

The 178,000 RSUs are earned monthly and vest later. They are earned in twelve approximately equal monthly installments beginning February 1, 2026, then subject to additional time-based vesting in a single installment on February 26, 2027, contingent on his continued service throughout those periods.

Did VolitionRx (VNRX) director Innes pay cash for the 178,000 RSUs?

No cash payment was made for these RSUs. The award price per share is reported as $0.0000 because the RSUs were granted as equity compensation under the 2024 Stock Incentive Plan, in lieu of cash compensation that would otherwise have been paid.

What is Guy Archibald Innes’s direct common share ownership in VolitionRx (VNRX) after this filing?

After the reported award, Innes directly owns 1,252,967 VolitionRx common shares. This figure reflects his direct holdings following the grant of 178,000 restricted stock units, as disclosed in the Form 4 under total shares following the transaction.

What indirect VolitionRx (VNRX) holdings related to director Innes are disclosed?

Several indirect holdings are reported. These include common shares beneficially owned by The Innes Family Bare Trust 2023 for his children, by The Dill Faulkes Educational Trust Limited, and by his son and daughter, with Innes serving in trustee or related roles as described.

How will the VolitionRx (VNRX) RSUs reported for Innes settle at vesting?

The RSUs will settle in VolitionRx common stock. Upon vesting and settlement, Innes will receive a number of common shares equal to the RSUs that have been earned and vested as of the February 26, 2027 vesting date.