Form 4: VolitionRx CCO's Tax-Related Stock Withholding

VolitionRx's Chief Commercial Officer, Gael Forterre, had 5,389 shares withheld by the company to cover tax obligations related to restricted stock unit settlement.

Summary

• Gael Forterre, Chief Commercial Officer of VolitionRx Ltd. (VNRX), reported a transaction on October 4, 2025.
• The transaction involved the disposition of 5,389 shares of common stock at a price of $0.648 per share.
• These shares were withheld by VolitionRx to satisfy tax withholding obligations upon the settlement of 15,333 restricted stock units.
• No shares were sold by Mr. Forterre or VolitionRx in this transaction.
• Following this transaction, Mr. Forterre directly beneficially owns 155,535 shares of common stock.
• He also indirectly beneficially owns 5,000 shares through his spouse and 32,500 shares through Armorica Partners, LLC, where he is the managing director and sole shareholder.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 5

Explanation: The filing reports a routine tax-related stock withholding upon RSU settlement, which is a standard compensation event and does not indicate a significant positive or negative shift in company fundamentals or insider sentiment.

Positives

• The transaction was a tax-related withholding, not a discretionary sale of shares by the officer, indicating continued holding intent.
• The reporting person continues to hold a substantial number of shares directly (155,535) and indirectly (37,500).

Negatives

• The reduction in direct beneficial ownership by 5,389 shares, although for tax purposes, slightly decreases the officer's direct stake.

Risks

• NA

Future Outlook

NA

Management Comments

• NA

Industry Context

NA

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• Gael Forterre is the managing director and sole shareholder of Armorica Partners, LLC, which beneficially owns 32,500 shares of VolitionRx common stock. Mr. Forterre disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Stakeholder Impact

• Shareholders: Provides transparency regarding an executive's stock holdings and a routine tax-related transaction, confirming continued insider ownership.
• Employees: Reflects a standard aspect of executive compensation (RSU settlement and tax withholding).

Next Steps

• NA

Key Dates

Recommendation

This Form 4 filing details a routine tax-related stock withholding for an executive's restricted stock units, not a discretionary sale. It provides transparency on insider holdings but does not present new information that would fundamentally alter the investment thesis for VolitionRx. The transaction was pre-planned under a 10b5-1 plan, reinforcing its non-discretionary nature. Therefore, a 'hold' recommendation is appropriate as this filing alone does not warrant a change in investment strategy.

Keywords

VNRX, VolitionRx, Gael Forterre, Form 4, insider transaction, stock withholding, restricted stock units, CCO