{"url_path":"/sec/rsss/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1386301/0001104659-26-107044-index.html","accession_number":"0001104659-26-107044","cik":"0001386301","ticker":"RSSS","issuer_name":"Research Solutions, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1386301/0001104659-26-107044-index.html","primary_entity_key":"0001386301","primary_entity_name":"Research Solutions, Inc."},"word_count":1649,"has_tables":true,"body_markdown":"**Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**\n\nThe following table sets forth certain information, as of September 4, 2026, with respect to the holdings of (1) each person who is the beneficial owner of more than five percent of our common stock, (2) each of our directors, (3) each named executive officer, and (4) all of our directors and executive officers as a group.\n\nBeneficial ownership of the common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes any shares of common stock over which a person exercises sole or shared voting or investment powers, or of which a person has a right to acquire ownership at any time within 60 days of September 4, 2026. Except as otherwise indicated, and subject to applicable community property laws, the persons named in this table have sole voting and investment power with respect to all shares of common stock held by them. The address of each director and officer is c/o Research Solutions, Inc., 10624 S. Eastern Ave., Ste. A-614, Henderson, NV 89052. Applicable percentage ownership in the following table is based on 33,726,669 shares of common stock outstanding as of September 4, 2026 plus, for each person, any securities that person has the right to acquire within 60 days of September 4, 2026.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Shares**\n\n**  ​ ​ ​**\n\n​\n\n** **\n\n​\n\n​\n\n**Beneficially**\n\n​\n\n**Percentage**\n\n** **\n\n**Name and Address of Beneficial Owner**\n\n​\n\n**Owned**\n\n​\n\n**of Shares**\n\n** **\n\n**Greater than 5% Shareholder:**\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nNeedham Investment Management, LLC (1)\n250 Park Avenue, 10th Floor\nNew York, NY 10177\n\n​\n\n3,155,000\n\n​\n\n9.3\n\n%\n\nRichard H. Witmer, Jr.\n16 Fort Hills Lane\nGreenwich, CT 06831\n\n \n\n2,478,026\n\n \n\n7.3\n\n%\n\nPunch & Associates Investment Management, Inc.\n7701 France Avenue South, Suite 300\nEdina, MN 55435\n\n \n\n2,552,455\n\n \n\n7.6\n\n%\n\nPoplar Point Capital Management, LLC\n330 Primrose Road, Suite 400\nBurlingame, CA 94010\n\n \n\n2,329,374\n\n \n\n6.9\n\n%\n\n**Directors and Executive Officers:**\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nRoy W. Olivier (2)\n\n​\n\n756,825\n\n​\n\n2.2\n\n%\n\nDavid Kutil (3)\n\n \n\n66,802\n\n \n\n*\n\n%\n\nJohn Regazzi (4)\n\n \n\n1,233,500\n\n \n\n3.6\n\n%\n\nGen. Merrill McPeak (5)\n\n \n\n967,941\n\n \n\n2.8\n\n%\n\nBarbara Cooperman (6)\n\n \n\n172,100\n\n \n\n*\n\n%\n\nJeremy Murphy (7)\n\n​\n\n93,470\n\n​\n\n*\n\n%\n\nKenneth L. Gayron (8)\n\n​\n\n81,130\n\n​\n\n*\n\n%\n\nAll Directors and Executive Officers as a group (7 persons) (9)\n\n \n\n3,371,768\n\n \n\n9.5\n\n%\n\n* Less than 1%\n\n(1)\n\nIncludes 1,700,000 shares of Common Stock held by Needham Investment Management LLC, of which each of Needham Asset Management, LLC and George A. Needham may be considered a control person, Needham Asset Management LLC, Needham Aggressive Growth Fund, and George A. Needham (the “Needham Investors”). The foregoing information regarding the Needham Investors is based solely on Schedule 13F, filed by the Needham Investment Management, LLC with the SEC on August 14, 2024.\n\n(2)\n\nIncludes shares underlying options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, and options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.13 per share, and 300,000 shares of unvested\n\n70\n\n[Table of Contents](#TOC)\n\nrestricted stock that were granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP.\n\n(3)\n\nIncludes 43,230 shares of unvested restricted stock. Of this amount, 1,563 shares of the unvested restricted stock were granted on February 21, 2023 and vests over a four-year period, with one fourth vesting after one-year and quarterly thereafter and remains subject to forfeiture if vesting conditions are not met. Additionally, 11,667 shares of the unvested restricted stock were granted on August 5, 2025 and vests over a three-year period, with one third vesting after one-year and quarterly thereafter and remains subject to forfeiture if vesting conditions are not met. The remaining 30,000 shares of the unvested restricted stock were granted on January 1, 2026 and vests over a three-year period, with one third vesting after one-year and quarterly thereafter and remains subject to forfeiture if vesting conditions are not met.\n\n(4)\n\nIncludes shares underlying options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.40 per share, and options to purchase 100,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.15 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.73 per share and options to purchase 40,000 shares of common stock at an exercise price of $2.79 per share.\n\n(5)\n\nIncludes shares underlying options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.15,  options to purchase 50,000 shares of common stock at an exercise price of $2.73 per share and options to purchase 33,333 shares of common stock at an exercise price of $2.79 per share.\n\n(6)\n\nIncludes shares underlying options to purchase 38,767 shares of common stock at an exercise price of $2.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.15, options to purchase 50,000 shares of common stock at an exercise price of $2.73 per share and options to purchase 33,333 shares of common stock at an exercise price of $2.79 per share.\n\n(7)\n\nIncludes shares underlying options to purchase 60,137 shares of common stock at an exercise price of $2.73 per share and options to purchase 33,333 shares of common stock at an exercise price of $2.79 per share.\n\n(8)\n\nIncludes shares underlying options to purchase 47,797 shares of common stock at an exercise price of $2.73 per share and options to purchase 33,333 shares of common stock at an exercise price of $2.79 per share.\n\n(9)\n\nIncludes shares underlying options to purchase 1,820,033 shares of common stock.\n\n​\n\n**Equity Compensation Plan Information**\n\nIn December 2007, we established the 2007 Equity Compensation Plan (the “2007 Plan”) and in November 2017 we established the 2017 Omnibus Incentive Plan (the “2017 Plan”), collectively (the “Plans”). The Plans were approved by our board of directors and stockholders. The purpose of the Plans is to grant stock and options to purchase our common stock, and other incentive awards, to our employees, directors and key consultants. On November 10, 2016, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2007 Plan increased from 5,000,000 to 7,000,000. On November 21, 2017, the Company’s stockholders approved the adoption of the 2017 Plan (previously adopted by our board of directors on September 14, 2017), which authorized a maximum of 1,874,513 shares\n\n71\n\n[Table of Contents](#TOC)\n\nof common stock that may be issued pursuant to awards granted under the 2017 Plan. From November 2019 to November 2021, the Company's stockholders approved increases in the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2017 Omnibus Incentive Plan from 1,874,513 to 6,874,513. Upon adoption of the 2017 Plan, we ceased granting incentive awards under the 2007 Plan and commenced granting incentive awards under the 2017 Plan. The shares of our common stock underlying cancelled and forfeited awards issued under the 2017 Plan may again become available for grant under the 2017 Plan. Cancelled and forfeited awards issued under the 2007 Plan that were cancelled or forfeited prior to November 21, 2017 became available for grant under the 2007 Plan. As of June 30, 2026, there were 493,244 shares available for grant under the 2017 Plan, and no shares were available for grant under the 2007 Plan. All incentive stock award grants prior to the adoption of the 2017 Plan on November 21, 2017 were made under the 2007 Plan, and all incentive stock award grants after the adoption of the 2017 Plan on November 21, 2017 were made under the 2017 Plan.\n\nThe following table provides information as of June 30, 2026 with respect to the Plans, which are the only compensation plans under which our equity securities are, or have been, authorized for issuance.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Number of securities**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**remaining available**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**for future issuance**\n\n​\n\n​\n\n**Number of securities to be**\n\n​\n\n**Weighted average**\n\n​\n\n**under equity**\n\n​\n\n​\n\n**issued upon exercise of**\n\n​\n\n**exercise price of**\n\n​\n\n**compensation plans**\n\n​\n\n​\n\n**outstanding options,**\n\n​\n\n**outstanding options,**\n\n** **\n\n**(excluding securities**\n\n**Plan category**\n\n​\n\n**warrants and rights**\n\n​\n\n**warrants and rights**\n\n** **\n\n**reflected in column (a))**\n\n​\n\n \n\n(a)\n\n \n\n(b)\n\n \n\n(c)\n\nEquity compensation plans approved by stockholders (2007 Equity Compensation Plan, and 2017 Omnibus Incentive Plan)\n\n \n\n2,705,304\n\n​\n\n$\n\n2.29\n\n \n\n493,244\n\nEquity compensation plans not approved by stockholders\n\n \n\n—\n\n​\n\n \n\n—\n\n \n\n—\n\nTotal\n\n \n\n2,705,304\n\n​\n\n \n\n  ​\n\n \n\n493,244\n\n​"}