VNRX insider settles 13,000 RSUs; 5,850 shares retained for taxes

Rhea-AI Filing Summary

VolitionRx Ltd. reporting person Jacob Vincent Micallef, Chief Scientific Officer and director, reported a non‑derivative transaction on 10/04/2025 that reduced his direct common stock holdings by 5,850 shares at a price of $0.648 per share. The form states these 5,850 shares represent the portion of shares retained by the company to satisfy tax withholding upon settlement of 13,000 restricted stock units (RSUs); no shares were sold by the reporting person. After the transaction he beneficially owns 393,089 shares directly, plus 55,000 shares held by his spouse and 38,113 shares held by Borlaug Limited, a company he controls. The filing is informational and documents insider ownership and the tax‑withholding mechanics tied to RSU settlement.

Positive

• No shares were sold by the reporting person; retained shares were used solely for tax withholding
• Transparent disclosure of direct and indirect holdings: 393,089 direct, 55,000 spouse, 38,113 Borlaug Limited

Negative

• Direct holdings decreased by 5,850 shares due to share retention for tax withholding

Insights

Corporate Governance Analyst

Insider disclosed RSU settlement and minor share reduction; ownership remains concentrated.

The reporting person completed RSU settlement that resulted in 5,850 shares being retained by the issuer to satisfy tax withholding related to 13,000 RSUs, and explicitly stated that no shares were sold. This preserves the economic position while reducing the reporting person's direct share count by a small amount.

The reporting person continues to control additional shares through familial and controlled‑entity holdings (55,000 spouse; 38,113 Borlaug Limited), leaving total reported beneficial ownership at 486,202 shares. Watch near‑term Form 4 filings for further RSU settlements or option exercises that could change voting or dilution dynamics within 30 days.

Compensation & Tax Specialist

Share retention by issuer used to satisfy tax withholding is a standard, non‑cash method of RSU settlement.

The filing explains that shares were retained by the company for tax withholding rather than sold on market, meaning the reporting person did not generate proceeds from a sale but realized RSU value subject to withholding. The per‑share figure applied was $0.648.

This method impacts outstanding share count marginally; if similar settlements continue each vesting event will produce small, periodic reductions in reported direct holdings. Monitor scheduled vesting or disclosure of additional RSU grants within the next 12 months for cumulative effect.

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^*

Micallef Jacob Vincent

(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 Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2025

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	10/04/2025		F		5,850(1)	D	$0.648	393,089	D
Common Stock								55,000	I	By Spouse
Common Stock								38,113	I	By Borlaug Limited(2)

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 13,000 restricted stock units. No shares were sold by the reporting person or VolitionRx in such transaction.

2. The shares of common stock are held directly by Borlaug Limited. The reporting person is a controlling director of Borlaug Limited and has voting and dispositive control over the shares of common stock held by Borlaug Limited.

Remarks:

	/s/ Jacob Vincent Micallef	10/07/2025
	** 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 VolitionRx insider Jacob Micallef report on Form 4 (VNRX)?

He reported the settlement of 13,000 RSUs with 5,850 shares retained by the issuer for tax withholding; no shares were sold.

How many shares does Jacob Micallef beneficially own after the transaction?

He directly owns 393,089 shares and indirectly controls 93,113 additional shares (55,000 spouse; 38,113 Borlaug Limited).

What price was used for the reported transaction on 10/04/2025?

The filing lists the per‑share amount as $0.648 for the retained shares.

Were any shares sold by the reporting person to cover taxes?

No. The company retained 5,850 shares to satisfy tax withholding; the reporting person did not sell shares.

What is Borlaug Limited's role in the ownership reported?

Borlaug Limited directly holds 38,113 shares; the reporting person is a controlling director with voting and dispositive control over those shares.

Does this Form 4 indicate any derivative transactions or option exercises?

No derivative securities or option exercises are reported in Table II of the filing.