Form 4: VolitionRx Secretary Rodney Rootsaert Reports RSU Award and Tax-Related Share Withholding

VolitionRx Ltd. Secretary Rodney Gerard Rootsaert reported the acquisition of 10,190 restricted stock units and the disposition of 6,408 shares for tax withholding purposes, alongside significant indirect holdings.

Summary

• Rodney Gerard Rootsaert, Secretary of VolitionRx Ltd. (VNRX), reported transactions on June 1, 2025.
• He was awarded 10,190 restricted stock units (RSUs) under the Issuer's 2015 Stock Incentive Plan, in lieu of cash compensation.
• These RSUs will vest in three installments: 3,397 units on June 1, 2025, 3,397 units on July 1, 2025, and 3,396 units on August 1, 2025, contingent on continued service.
• Additionally, 6,408 shares of common stock were disposed of by VolitionRx to satisfy tax withholding obligations related to the settlement of 15,258 previously awarded restricted stock units, at a price of $0.503 per share.
• No shares were sold by the reporting person or VolitionRx in this tax-related transaction.
• Following these transactions, Rodney Gerard Rootsaert directly beneficially owns 141,355 shares of common stock.
• He also indirectly beneficially owns 1,007,718 shares of common stock through Concord International, Inc., where he is a controlling director and shares voting and dispositive control.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The award of restricted stock units (RSUs) to a key executive (Secretary) in lieu of cash compensation is a positive sign of continued alignment and cash preservation. The disposition of shares for tax withholding is a standard, neutral event associated with RSU vesting, not a negative sale by the insider.

Positives

• Award of 10,190 restricted stock units (RSUs) to the Secretary, indicating continued compensation and alignment with shareholder interests.
• The RSU award was in lieu of cash compensation, potentially preserving company cash flow.

Negatives

• Disposition of 6,408 shares for tax withholding purposes, which reduces the direct beneficial ownership of the reporting person.

Future Outlook

The vesting schedule for the restricted stock units indicates future share issuances to the reporting person on July 1, 2025, and August 1, 2025, contingent on continued service.

Industry Context

This Form 4 filing reflects routine insider compensation practices, specifically the use of restricted stock units (RSUs) as a form of non-cash compensation, which is a common practice across various industries to align executive incentives with shareholder value and conserve cash. The tax withholding transaction is also a standard procedure for equity compensation.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) as a component of executive compensation, particularly in lieu of cash, is a widely adopted practice across publicly traded companies, including those in the biotechnology and diagnostics sectors like VolitionRx. This method aligns executive interests with long-term company performance and shareholder value.
• The tax withholding mechanism for RSU settlement is also a standard industry practice, ensuring compliance with tax obligations upon vesting. Specific comparable companies or projects are not detailed in this filing, as it focuses solely on an individual's transactions.

Related Party Transactions

• Rodney Gerard Rootsaert indirectly beneficially owns 1,007,718 shares through Concord International, Inc., where he is a controlling director and shares voting and dispositive control. This constitutes a related party holding.

Stakeholder Impact

• Shareholders: The award of RSUs aligns the Secretary's interests with long-term shareholder value. The use of RSUs in lieu of cash compensation can help preserve company cash, which could be beneficial for shareholders. The tax withholding transaction is a routine administrative event.
• Employees: The RSU award and vesting schedule are contingent on continued service, which incentivizes employee retention and performance.

Next Steps

• Vesting of 3,397 restricted stock units on July 1, 2025.
• Vesting of 3,396 restricted stock units on August 1, 2025, along with further time-based vesting of the entire award.

Key Dates

Keywords

VolitionRx, VNRX, SEC Form 4, Insider Trading, Restricted Stock Units, RSU, Stock Incentive Plan, Tax Withholding, Beneficial Ownership, Corporate Secretary, Equity Compensation