119,000 RSUs granted to VolitionRx (VNRX) secretary in lieu of cash pay

Rhea-AI Filing Summary

Rootsaert Rodney Gerard reported acquisition or exercise transactions in this Form 4 filing.

VolitionRx Ltd's secretary, Rodney Gerard Rootsaert, reported an equity compensation grant. He was awarded 119,000 restricted stock units (RSUs) under the 2024 Stock Incentive Plan in lieu of cash compensation. The RSUs are earned in twelve roughly equal monthly installments starting on March 1, 2026.

Once earned, all RSUs are subject to additional time-based vesting in a single installment on February 26, 2027, contingent on his continued service. Following this award, he holds 281,262 shares of common stock directly and has indirect ownership of 1,007,718 shares through Concord International, Inc., where he shares voting and dispositive control.

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^*

Rootsaert Rodney Gerard

(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)
	Secretary

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		A		119,000(1)	A	$0	281,262	D
Common Stock								1,007,718	I	By Concord International, Inc.(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. On February 26, 2026, the reporting person was awarded 119,000 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. The reporting person is a controlling director of Concord International, Inc. and shares voting and dispositive control over the shares of common stock held by Concord International, Inc.

Remarks:

	/s/ Rodney Gerard Rootsaert	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.

FAQ

What equity award did VolitionRx (VNRX) secretary Rodney Rootsaert receive?

Rodney Rootsaert received an award of 119,000 restricted stock units (RSUs) under VolitionRx’s 2024 Stock Incentive Plan. The RSUs were granted in lieu of cash compensation that would otherwise have been owed to him by the company.

How do the 119,000 RSUs for VolitionRx (VNRX) secretary vest?

The 119,000 RSUs are earned in twelve approximately equal monthly installments beginning on March 1, 2026. After being earned, they vest in a single time-based installment on February 26, 2027, subject to his continued service with the company.

When will VolitionRx (VNRX) RSUs convert into common stock for Rodney Rootsaert?

Upon vesting and settlement, Mr. Rootsaert will receive shares of common stock equal to the number of RSUs that have been earned and vested as of the vesting date, according to the award’s terms and continued service requirements.

How many VolitionRx (VNRX) shares does Rodney Rootsaert own directly after the grant?

After the reported grant, Rodney Rootsaert holds 281,262 shares of VolitionRx common stock directly. This figure reflects his direct ownership position following the award reported in the Form 4 insider transaction filing.

What is Concord International, Inc.’s role in VolitionRx (VNRX) share ownership?

Shares noted as indirectly owned are held by Concord International, Inc.. Mr. Rootsaert is a controlling director of Concord International and shares voting and dispositive control over the 1,007,718 VolitionRx common shares held by that entity.

Is the VolitionRx (VNRX) equity grant to Rodney Rootsaert a cash transaction?

No, the transaction is equity-based compensation. The 119,000 RSUs were granted specifically in lieu of cash compensation, meaning they replace cash that would otherwise have been paid to Mr. Rootsaert.