[Form 4] VOLITIONRX LTD Insider Trading Activity

Rhea-AI Filing Summary

Jacob Vincent Micallef, Chief Scientific Officer and director of VolitionRx Ltd (VNRX), reported a Section 16 transaction dated 09/28/2025. The filing shows 5,568 shares of common stock disposed at $0.605 per share under transaction code F. The filer states these shares were retained by VolitionRx to satisfy tax withholding obligations on the settlement of 12,375 restricted stock units, and explicitly notes that no shares were sold by the reporting person or VolitionRx in that transaction.

Following the reported transaction, the reporting person beneficially owns 398,939 shares directly, plus 55,000 shares held indirectly by spouse and 38,113 shares held by Borlaug Limited (the reporting person is the controlling director of Borlaug Limited with voting and dispositive control). The form is a routine insider disclosure of ownership changes related to equity compensation tax withholding.

Positive

• Transaction was a tax-withholding adjustment, not an open-market sale, as the filer states no shares were sold
• Significant remaining direct ownership of 398,939 shares indicates continued alignment with shareholders
• Full disclosure of indirect holdings (55,000 by spouse; 38,113 by Borlaug Limited) and control over Borlaug Limited is provided

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine tax-withholding on RSU settlement; no open-market sale, minimal immediate market impact.

The reported disposition of 5,568 shares at $0.605 reflects the company withholding shares to satisfy tax obligations on 12,375 settled restricted stock units. Because the filer and the company state that no sale occurred, this is an administrative equity adjustment rather than a liquidity-driven insider sale. The remaining direct beneficial ownership of 398,939 shares plus indirect holdings indicates continued alignment with shareholder interests. This disclosure is standard for insiders receiving equity compensation.

Corporate Governance Expert

TL;DR: Standard insider report documenting withholding; governance implications are routine and non-adverse.

The filing identifies the reporting person as a director and Chief Scientific Officer and discloses indirect holdings via spouse and Borlaug Limited, with explicit control asserted over Borlaug Limited's shares. The use of share withholding for taxes is common and the form appropriately documents the transaction and related ownership. There are no governance red flags evident from the disclosed facts.

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).

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)
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		5,568(1)	D	$0.605	398,939	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 12,375 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	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 change did the Form 4 for VNRX report on 09/28/2025?

The Form 4 reports the disposition of 5,568 common shares at $0.605 per share, recorded as a tax-withholding event related to settled RSUs.

Did the reporting person sell shares on the open market?

No. The filing states that the 5,568 shares were retained by VolitionRx to satisfy tax withholding and that no shares were sold by the reporting person or the company.

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

After the transaction, the reporting person beneficially owns 398,939 shares directly, plus 55,000 held by spouse and 38,113 held by Borlaug Limited (indirect).

Why were shares disposed of according to the filing?

The filing explains the disposed shares were withheld by the company to satisfy tax withholding obligations on the settlement of 12,375 restricted stock units.

What is the reporting person's role at VolitionRx (VNRX)?

The reporting person is listed as a Director and Chief Scientific Officer of VolitionRx Ltd.