VolitionRx (VNRX) CCO covers tax bill via 2,283-share cancellation

Rhea-AI Filing Summary

VolitionRx Ltd’s Chief Commercial Officer Gael Forterre had 2,283 shares of common stock withheld and cancelled by VolitionRx at $0.213 per share to cover tax obligations when 5,523 restricted stock units settled, and no shares were sold in the market. Following this tax-withholding disposition, he directly owns 336,589 common shares, with additional indirect holdings of 5,000 shares by his spouse and 32,500 shares managed by Armorica Partners, LLC.

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

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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^*

Forterre Gael

(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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		F		2,283(1)	D	$0.213	336,589	D
Common Stock								5,000	I	By Spouse
Common Stock								32,500	I	By Armorica Partners, LLC(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 5,523 restricted stock units that were awarded in lieu of cash compensation that would otherwise have been owed to the reporting person. No shares were sold by the reporting person or VolitionRx in such transaction.

2. These shares of common stock are managed by Armorica Partners, LLC (formerly Armori Capital Management, LLC) (&

Remarks:

	/s/ Gael Forterre	03/03/2026
	** 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 did VolitionRx (VNRX) disclose in Gael Forterre’s latest Form 4?

VolitionRx reported a tax-withholding share cancellation for Chief Commercial Officer Gael Forterre. The company retained 2,283 common shares at $0.213 each to satisfy tax obligations linked to 5,523 vested restricted stock units, with no open-market share sales involved.

How many VolitionRx (VNRX) shares were cancelled for Gael Forterre’s taxes?

VolitionRx cancelled 2,283 common shares to cover Gael Forterre’s tax withholding. The shares, valued at $0.213 each, were retained by the company when 5,523 restricted stock units settled, instead of paying the tax in cash.

Did Gael Forterre sell any VolitionRx (VNRX) shares in this Form 4 filing?

No, the Form 4 states that no shares were sold by Gael Forterre or VolitionRx. The 2,283 shares were retained by the company and cancelled solely to satisfy tax withholding obligations upon settlement of restricted stock units.

What is Gael Forterre’s VolitionRx (VNRX) share ownership after this transaction?

After the tax-withholding disposition, Gael Forterre directly owns 336,589 VolitionRx common shares. He also has indirect ownership of 5,000 shares held by his spouse and 32,500 shares managed by Armorica Partners, LLC, according to the Form 4 details.

What triggered the VolitionRx (VNRX) tax-withholding share cancellation for Gael Forterre?

The cancellation was triggered when 5,523 restricted stock units awarded to Gael Forterre settled. These RSUs had been granted in lieu of cash compensation, and VolitionRx retained 2,283 shares for cancellation to cover the associated tax withholding obligations.