VolitionRx (NYSE: VNRX) director reports 90,000 RSUs as goals met

Rhea-AI Filing Summary

VolitionRx Ltd. director Timothy I. Still reported the acquisition of 90,000 shares of common stock on January 22, 2026, shown at a price of $0 per share, bringing his directly held stake to 1,625,458 shares. This reflects the vesting of performance-based restricted stock units awarded under the company’s 2024 Stock Incentive Plan.

The footnote explains that on March 17, 2025, Still received 300,000 RSUs tied to corporate performance goals and time-based vesting. Only the performance goals for 90,000 RSUs were met; the remaining 210,000 RSUs were cancelled on June 30, 2025 and January 22, 2026. The 90,000 RSUs that satisfied performance conditions are scheduled to vest in three equal installments of 30,000 units on March 17, 2026, 2027 and 2028, after which an equivalent number of common shares will be delivered.

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^*

STILL TIMOTHY I

(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)
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		90,000(1)	A	$0	1,625,458	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 300,000 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 90,000 RSUs vesting. The RSUs are further subject to a 3-year time-based vesting schedule, vesting in three equal installments of 30,000 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 210,000 RSUs did not vest and were cancelled on June 30, 2025 and January 22, 2026, respectively.

Remarks:

	/s/ Timothy I. Still	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 VolitionRx (VNRX) report for Timothy I. Still?

The filing shows that director Timothy I. Still acquired 90,000 shares of VolitionRx common stock on January 22, 2026, at a reported price of $0 per share. After this transaction, he directly beneficially owned 1,625,458 shares.

How many restricted stock units were originally granted to Timothy I. Still at VolitionRx (VNRX)?

On March 17, 2025, Timothy I. Still was awarded 300,000 restricted stock units (RSUs) under VolitionRx’s 2024 Stock Incentive Plan, subject to both corporate performance goals and time-based vesting conditions.

How many of Timothy I. Still’s VolitionRx (VNRX) RSUs vested based on performance?

The disclosure states that certain performance goals were met, resulting in the rights with respect to 90,000 RSUs vesting. The remaining 210,000 RSUs tied to unmet goals did not vest and were cancelled on June 30, 2025 and January 22, 2026.

What is the vesting schedule for Timothy I. Still’s performance-based RSUs at VolitionRx (VNRX)?

The 90,000 RSUs that satisfied performance conditions are subject to a 3-year time-based vesting schedule, vesting in three equal installments of 30,000 units on each of March 17, 2026, March 17, 2027 and March 17, 2028.

When will Timothy I. Still receive VolitionRx (VNRX) shares from his RSUs?

The filing explains that upon vesting and settlement, Timothy I. Still will receive a number of VolitionRx common shares equal to the number of RSUs that have vested under the award.

What happened to the unvested portion of Timothy I. Still’s VolitionRx (VNRX) RSUs?

The rights with respect to the remaining 210,000 RSUs that did not meet the specified performance goals were cancelled on June 30, 2025 and January 22, 2026, as described in the footnote.