[Form 4] VOLITIONRX LTD Insider Trading Activity

Rhea-AI Filing Summary

Ann-Louise Batchelor, Group Chief Marketing Officer of VolitionRx Ltd (VNRX), reported a transaction dated 09/28/2025 on Form 4 in which 5,604 shares of common stock were disposed of under code F at a price of $0.605 per share. The filing shows 154,282 shares beneficially owned directly after the transaction and 29,406 shares indirectly beneficially owned through her spouse.

The filing explanation states these 5,604 shares represent the portion of 11,925 restricted stock units whose shares were retained by VolitionRx and cancelled to satisfy the reporting person’s tax withholding obligations upon settlement. The form clarifies that no shares were sold by the reporting person or by VolitionRx in connection with the withholding.

Positive

• Transaction was an administrative tax withholding of vested RSUs rather than an open-market sale
• Filing discloses post-transaction ownership: 154,282 shares direct and 29,406 shares indirect (by spouse)
• Issuer reported no sale by the reporting person, clarifying intent and reducing likelihood of signaling a sell decision

Negative

• Shares were cancelled to satisfy tax withholding, which reduced the reporting person’s direct shares by 5,604
• Filing provides limited context beyond the RSU count and withholding; investors cannot determine exact economic impact from this form alone

Insights

Securities Analyst

TL;DR: Routine tax-withholding share cancellation; limited material impact on ownership.

The reported transaction is coded F, indicating shares were withheld to satisfy tax-withholding upon settlement of restricted stock units rather than a market sale. The direct beneficial ownership post-transaction is 154,282 shares, with an additional 29,406 shares held indirectly via spouse. This is a common administrative step when RSUs vest and does not represent active divestiture by the insider. For investors, this is procedural and unlikely to signal a change in insider conviction.

Corporate Governance Expert

TL;DR: Administrative share withholding for taxes; disclosure aligns with Section 16 reporting requirements.

The explanation explicitly states the shares were retained by the issuer to satisfy tax obligations on 11,925 RSUs and that no sale occurred. The signature and dating are present, and the filing identifies the reporting person’s role as Group Chief Marketing Officer. This submission appears to meet Form 4 disclosure norms for RSU settlements and withholding, with clear distinction between cancellation and sale.

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).

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)
09/28/2025

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	09/28/2025		F		5,604(1)	D	$0.605	154,282	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 11,925 restricted stock units. No shares were sold by the reporting person or VolitionRx in such transaction.

Remarks:

	/s/ Ann-Louise Batchelor	09/30/2025
	** 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?

The Form 4 reports a 09/28/2025 transaction where 5,604 shares were disposed under code F at $0.605 per share due to tax withholding on vested RSUs.

Did Ann-Louise Batchelor sell shares of VNRX in this transaction?

No; the filing states no shares were sold by the reporting person or VolitionRx—the shares were retained by the issuer to satisfy tax withholding.

How many RSUs were involved in the withholding reported on VNRX Form 4?

The explanation references the settlement of 11,925 restricted stock units, with 5,604 shares retained for tax withholding.

What is Ann-Louise Batchelor’s beneficial ownership after the reported transaction?

After the transaction she beneficially owns 154,282 shares directly and 29,406 shares indirectly through her spouse.

What does transaction code F mean on a Form 4?

In this filing, code F is used to indicate shares were withheld/cancelled to meet tax withholding obligations upon RSU settlement, as stated in the explanation.