VolitionRx (NASDAQ: VNRX) CEO awarded 486,000 RSUs in lieu of cash

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(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

VOLITIONRX LTD President and CEO Cameron John Reynolds reported an equity compensation grant. On February 26, 2026, he was awarded 486,000 restricted stock units (RSUs) under the company’s 2024 Stock Incentive Plan in lieu of cash compensation.

The RSUs will be earned in twelve approximately equal monthly installments starting March 1, 2026, then remain subject to additional time-based vesting in a single installment on February 26, 2027, conditioned on continued service. Once vested and settled, they will convert into an equal number of common shares.

Following this grant, he holds 3,115,547 common shares directly, plus indirect holdings of 1,007,718 shares through Concord International, Inc. and 34,076 shares held by his spouse.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Reynolds Cameron John

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	486,000	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 3,115,547 shares (Direct); Common Stock — 1,007,718 shares (Indirect, By Concord International, Inc.)

Footnotes (1)

On February 26, 2026, the reporting person was awarded 486,000 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 March 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. The shares of common stock are held directly by Concord International, Inc. Mr. Reynolds is the majority shareholder of Concord International, Inc. and shares voting and dispositive control over the shares of common stock held by Concord International, Inc.

Form 4 Insider Transactions: What Each Field Means →

02/27/2026 - 04:32 PM

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
Estimated average burden
hours per response:			0.5

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^*

Reynolds Cameron John

(Last)

(First)

(Middle)

1489 WEST WARM SPRINGS ROAD

SUITE 110

(Street)

HENDERSON

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
X	Officer (give title below)	Other (specify below)
	President and CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2026		A		486,000⁽¹⁾	A	$0	3,115,547	D
Common Stock								1,007,718	I	By Concord International, Inc.⁽²⁾
Common Stock								34,076	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On February 26, 2026, the reporting person was awarded 486,000 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 March 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. The shares of common stock are held directly by Concord International, Inc. Mr. Reynolds is the majority shareholder of Concord International, Inc. and shares voting and dispositive control over the shares of common stock held by Concord International, Inc.

Remarks:

	/s/ Cameron John Reynolds	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.

Source: View Original Filing on SEC EDGAR

FAQ

What did the VolitionRx (VNRX) Form 4 disclose about CEO compensation?

The Form 4 shows VolitionRx CEO Cameron John Reynolds received 486,000 RSUs under the 2024 Stock Incentive Plan in lieu of cash compensation. These stock-based awards align part of his pay with the company’s equity performance and long-term service.

How will the 486,000 RSUs for VolitionRx CEO vest and be earned?

The 486,000 RSUs will be earned in twelve approximately equal monthly installments starting March 1, 2026. After earning, they remain subject to time-based vesting in a single installment on February 26, 2027, requiring Mr. Reynolds to continue serving the company.

When will VolitionRx CEO’s RSUs convert into common stock?

Upon vesting and settlement, the CEO will receive one share of VolitionRx common stock for each RSU earned and vested as of the vesting date. This structure defers actual share delivery until vesting conditions are fully satisfied.

How many VolitionRx shares does the CEO hold directly after the RSU grant?

After the reported transactions, Cameron John Reynolds directly holds 3,115,547 VolitionRx common shares. This figure reflects his direct ownership position excluding additional indirect holdings through Concord International, Inc. and shares held by his spouse.

What indirect VolitionRx shareholdings are associated with the CEO?

Indirectly, 1,007,718 VolitionRx common shares are held by Concord International, Inc., where Mr. Reynolds is the majority shareholder and shares voting and dispositive control, and 34,076 shares are held by his spouse, as disclosed in the Form 4 footnotes.

Why were VolitionRx CEO’s RSUs granted in lieu of cash compensation?

The filing states that 486,000 RSUs were awarded in lieu of cash compensation that would otherwise have been owed. This shifts part of the CEO’s pay into equity, tying compensation more closely to VolitionRx’s future stock performance and long-term company outcomes.