Form 4: VolitionRx Director Innes Acquires 12,000 Shares

VolitionRx Ltd. Director Guy Archibald Innes acquired 12,000 shares of common stock following the vesting of restricted stock units.

Summary

• Director Guy Archibald Innes acquired 12,000 shares of VolitionRx Ltd. common stock on January 22, 2026.
• This acquisition resulted from the vesting of restricted stock units (RSUs) awarded on March 17, 2025, under the Issuer's 2024 Stock Incentive Plan.
• Out of an original award of 40,000 RSUs, 12,000 vested due to the achievement of certain corporate performance goals.
• The remaining 28,000 RSUs did not vest and were subsequently cancelled on June 30, 2025, and January 22, 2026.
• The 12,000 vested RSUs are subject to a 3-year time-based vesting schedule, with 4,000 units scheduled to vest on March 17, 2026, 2027, and 2028, respectively.
• Following this transaction, Mr. Innes directly owns 1,074,967 shares of common stock.
• He also holds significant indirect beneficial ownership, including 1,400,000 shares through The Innes Family Bare Trust 2023, 356,000 shares through The Dill Faulkes Educational Trust Limited, and shares held by his children totaling 618,014 units.

Sentiment

Score: 6

Explanation: The partial vesting of RSUs (12,000 out of 40,000 awarded) indicates some corporate performance goals were met, which is positive. However, the cancellation of the majority (28,000) suggests other goals were not achieved, tempering the overall positive sentiment. The acquisition itself is a standard part of equity compensation.

Positives

• 12,000 restricted stock units vested, indicating the achievement of certain corporate performance goals by VolitionRx Ltd.
• The director's direct beneficial ownership increased by 12,000 shares, aligning management interests with shareholders.

Negatives

• 28,000 restricted stock units, representing 70% of the original 40,000 RSU award, did not vest and were cancelled, suggesting that some corporate performance goals were not met.

Future Outlook

The remaining 12,000 vested RSUs will convert into common stock in three equal installments of 4,000 units on March 17, 2026, 2027, and 2028, subject to time-based vesting.

Industry Context

This is a routine insider transaction report, common for directors receiving equity compensation. It reflects standard corporate governance practices regarding executive incentives and the partial achievement of performance-based awards within the biotechnology or diagnostic industry.

Related Party Transactions

• Indirect beneficial ownership of 1,400,000 shares through The Innes Family Bare Trust 2023, where the reporting person is the Trustee for the benefit of his children.
• Indirect beneficial ownership of 356,000 shares through The Dill Faulkes Educational Trust Limited (DFET), a UK registered charity, where the reporting person serves as a director and trustee and shares voting and dispositive control.
• Indirect beneficial ownership of 154,503 shares by each of his two sons and 154,504 shares by each of his two daughters.

Stakeholder Impact

• Shareholders: The increase in director ownership aligns management interests with shareholders, though the partial vesting of RSUs might prompt questions regarding the overall achievement of corporate performance goals.
• Employees: The RSU plan serves as an incentive mechanism, potentially motivating performance across the company.

Next Steps

• The reporting person will receive 4,000 shares of common stock on March 17, 2026, upon the vesting and settlement of the first installment of RSUs.
• Further installments of 4,000 shares will vest on March 17, 2027, and March 17, 2028.

Key Dates

Keywords

VolitionRx, VNRX, Insider Transaction, Form 4, Stock Award, Restricted Stock Units, Director Ownership, Equity Compensation, Beneficial Ownership