UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Mark One)

| | x | Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| | - | ------------------------------------------------------------------------------------



For the Fiscal Year Ended June 30, 2016



| |  ̈ | Transition Report Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period from 
to



Commission File Number: 333-187164







TRUETT-HURST, INC.






(Exact name of registrant
as specified in its charter)



|DELAWARE                                                               |  | 46-1561499                                     
|---------------------------------------------------------------------- |  | -----------------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. employer
        identification number)
|                                                                       |  |                                                
|125 Foss Creek Circle, Healdsburg, California                          |  | 95448                                          
|(Address of principal executive offices)                               |  | (zip code)                                     



(707) 431-4423

(Registrant’s telephone number, including area code)



Securities registered pursuant to Section 12(b)
of the Act:



|Title of each class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------
|Class A             |  | The NASDAQ Capital Market                



Securities registered pursuant to section
12(g) of the Act: None



Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.



Yes  ̈
No x



Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.



Yes  ̈
No x



Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes x No  ̈



Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).



Yes x No  ̈



Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.



Yes x No  ̈



Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company.See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer |  ̈ |                                               | Accelerated filer         |  ̈
|----------------------- | - | --------------------------------------------- | ------------------------- | -
|                        |   |                                               |                           |  
|Non- accelerated filer  |  ̈ | (Do not check if a smaller reporting company) | Smaller reporting company | x



Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Act).



Yes  ̈
No x



The aggregate market value of common stock
held by non-affiliates was approximately $3,385,205 based upon a total of 2,334,624 shares of Class A common stock held by non-affiliates
and a closing price of $1.45 per share on December 31, 2015 for the Class A common stock as reported on The NASDAQ Capital Market.
Shares held by each executive officer, director and by each person who owns 10% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive
determination for other purposes.



Indicate by check mark whether
the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”) subsequent to the distribution of securities under a plan confirmed
by a court.



Yes  ̈
No  ̈



Not Applicable.



The number of shares outstanding with respect
to each of the classes of our common stock, as of September 14, 2016, is set forth below:



|Class                                            |  | Number of shares outstanding
|------------------------------------------------ |  | ----------------------------
|Class A common stock, par value $0.001 per share |  | 4,306,609                   
|                                                 |  |                             
|Class B common stock, par value $0.001 per share |  | 7                           



Documents incorporated by reference: See “Explanatory
Note.”











Explanatory Note



This Amendment No. 1 on Form
10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Truett-Hurst, Inc. (the “Company”)
for the fiscal year ended June 30, 2016, originally filed with the Securities and Exchange Commission (the “SEC”)
on September 28, 2016 (the “Original Filing”). We are filing this Amendment solely to amend Part III of the
Original Filing to include information previously omitted in reliance upon General Instruction G(3) to Form 10-K, because we
no longer intend to file our definitive proxy statement within 120 days of the end of our fiscal year ended June 30, 2016. In
accordance with the Rule 12-b-15 of the Exchange Act, we are also including as exhibits the current certifications required
under Section 302 of the Sarbanes-Oxley Act of 2002.



Except as described above, no other changes
have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have
not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original
Filing other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the
Original Filing and our other filings made with the SEC on or subsequent to September 28, 2016. In this Amendment, unless the context
indicates otherwise, the terms “company,” “we,” “us,” and “our” refer to Truett-Hurst,
Inc. Other defined terms used in this Amendment but not defined herein shall have the meaning specified for such terms in the Original
Filing.











TRUETT-HURST, INC. AND SUBSIDIARY

TABLE OF CONTENTS



|         | Part III                                                                                       |  |       
|-------- | ---------------------------------------------------------------------------------------------- |  | ------
|Item 10. | Directors, Executive Officers and Corporate Governance                                         |  | Pg. 2 
|Item 11. | Executive Compensation                                                                         |  | Pg. 8 
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters |  | Pg. 13
|Item 13. | Certain Relationship and Related Transactions, and Director Independence                       |  | Pg. 14
|Item 14. | Principal Accountant Fees and Services                                                         |  | Pg. 15
|         |                                                                                                |  |       
|         | Part IV                                                                                        |  |       
|Item 15. | Exhibits and Financial Statement Schedules                                                     |  | Pg. 16



A-1







Item
10. Directors, executive officers and corporate governance



Directors and Executive Officers The following persons are
our directors and executive officers as of September 30, 2016 and hold the positions set forth below:



|Name                     |  | Age |  | Principal
        Position                           |  | Director
        Since
|------------------------ |  | --- |  | ---------------------------------------------------- |  | ----------------------
|Marcus Benedetti (3)     |  | 41  |  | Director                                             |  | 2014                  
|Daniel A. Carroll (1)(3) |  | 56  |  | Director                                             |  | 2013                  
|Heath E. Dolan           |  | 42  |  | Director                                             |  | 2013                  
|Paul E. Dolan, III       |  | 66  |  | Director                                             |  | 2013                  
|John Fruth (1)(2)        |  | 73  |  | Director                                             |  | 2013                  
|Barrie Graham (2)(3)     |  | 68  |  | Director                                             |  | 2013                  
|Philip L. Hurst          |  | 53  |  | President, Chief Executive Officer and Director      |  | 2013                  
|Paul J. Weber (1)(3)     |  | 58  |  | Director                                             |  | 2015                  
|Paul Forgue              |  | 42  |  | Chief Financial Officer and Chief Operations Officer |  | n/a                   



(1) Audit Committee member
(2) Nominating and Governance Committee member
(3) Compensation Committee member



Marcus Benedetti.Marcus Benedetti
is President and Chief Executive Officer of Clover Stornetta Farms Inc. (“Clover”). Clover is a leading manufacturer
and distributor of milk and dairy products in California, Nevada and Arizona, known for sustainable agricultural practices and
non-GMO, non-RBST products. Mr. Benedetti joined Clover in 2000 and was named CEO and a Board Member in 2006. Mr. Benedetti
serves as a Board member of the Association of Independent Dairies of America, the Dairy Institute of California, and as an honorary
advisory Board member for the UC Davis Agriculture Sustainability Institute, Community Foundation of Sonoma County and Social Advocates
for Youth.  Mr. Benedetti holds a Business of Administration degree from the University of Alaska. The Nominating and Governance
Committee selected Mr. Benedetti to serve on our Board of Directors due to his wealth of knowledge and experience developing, producing
and selling consumer products to retailers in the western United States.



Daniel A. Carroll.Dan Carroll
served as a partner/managing director of TPG Capital L.P. from 1995 to present.  He has served on the Board of Directors
of Shenzhen Development Bank (China) (2005-2010), Myer Department Stores, Ltd (Australia) (2006-2009), Bank Thai, Ltd (Thailand)
(2007-2009) and Healthscope Australia (2010-2011).  Mr. Carroll received a Bachelor of Arts from Harvard University in
1982 and a Master of Business Administration from Stanford University Graduate School of Business in 1986. Mr. Carroll has served
as a managing member of H.D.D. LLC (“LLC”) and a Director of Truett-Hurst, Inc. since 2012.  The Nominating and
Governance Committee and the Board selected Mr. Carroll to serve on our Board of Directors due to his extensive experience in executive
management oversight, private equity, capital markets and transactional matters.



Heath E. Dolan.Heath E. Dolan
has 16 years of experience in the wine business. In his past employment he managed the cellar operations for Fetzer Vineyards (1996-2002),
with 12 million gallons of wine storage and 4 million cases of bottling. Mr. Dolan developed, implemented and manages a wine storage
partnership, Premium Wine Storage, in Santa Rosa, California (2001-Present). Mr. H. Dolan is also a partner and manager of 210
acres of premium wine grapes in Mendocino (2000-Present). Mr. H. Dolan has a Bachelor of Science in enology from the University
of California-Fresno. He has served as a managing member of the LLC since 2010 and a Director of Truett-Hurst, Inc. since 2012.
The Nominating and Governance Committee and the Board selected Mr. H. Dolan to serve on our Board of Directors due to his extensive
knowledge of our business gained as one of our founders, his experience in growing grapes and wine storage techniques, and his
educational background in enology. Mr. H. Dolan is the son of Paul E. Dolan III, a director for Truett-Hurst, Inc.



Paul E. Dolan, III.Paul E. Dolan,
III has been involved in the wine business since 1975 and is considered the founding father of organics and biodynamic in the California
wine industry. Mr. P. Dolan started his winemaking career with what was then a small winery in Mendocino, Fetzer Vineyards, in
1977 and then helped the Fetzer family grow to one of the premier California wineries, selling over three million cases. Mr. P.
Dolan managed the company as President for the new owners, the Brown-Forman Corporation, from 1992 to 2002. He has served as Chairman of
the Wine Institute (1990-2012) and became the first Chairman of the Sustainable Winegrowers Alliance (2002-2003). Mr. Dolan holds
a Bachelor of Arts in Finance from the University of Santa Clara and a Master of Science in Enology from the University of California-Fresno.
Mr. P. Dolan is also author of True to Your Roots: Fermenting a Business Revolution. Mr. P. Dolan has served as a managing member
of the LLC since 2010 and a Director of Truett-Hurst, Inc. since 2012.  The Nominating and Governance Committee and the
Board selected Mr. P. Dolan to serve on our Board of Directors due to his extensive knowledge of our business, which he gained
as one of our founders, as well as his experience in building wine companies and leadership in developing and promoting sustainable
farming techniques. Mr. P. Dolan is the father of Heath E. Dolan, a director for Truett-Hurst, Inc.



-2-







John D. Fruth.John D. Fruth has
worked in the health care industry for over 35 years.  He founded Ocular Sciences in 1983 and served as the company’s
Chairman and Chief Executive Officer until 2002 and continued to serve as its Chairman until the company’s acquisition by
The Cooper Companies in 2005.  Mr. Fruth then served on the Board of Directors and Compensation Committee of The Cooper Companies
until 2007.  Currently, Mr. Fruth serves on the Board of Directors and Compensation Committee of Nitinol Development Corporation
(2008-Present) and the Board of Directors of the Fruth Family Foundation (2004-Present).  Mr. Fruth attended St. Johns University
from 1962 to 1964. Mr. Fruth has served as a Director of Truett-Hurst, Inc. since 2013.  The Nominating and Governance Committee
and the Board selected Mr. Fruth to serve on our Board of Directors due to his experience in executive management oversight, finance
and accounting matters and board practices of other corporations.



Barrie Graham.Barrie Graham has
over 25 years of experience in commercial and investment banking. Mr. Graham served as Chief Operating Officer of WR Hambrecht
& Co. (2011-2013); President, Chief Executive Officer and Director of Exchange Bank (1995-2008), and as a Senior Manager at
Wells Fargo (1985-1995). Mr. Graham is a former Director and past-Chairman of the Pacific Coast Banking School at the University
of Washington-Seattle (1998-2011, Chairman 2009-2010), a former Director of the California Bankers Association (2004-2008), a former
President and Chief Executive Officer of hybridCore Homes (2009-2011). Mr. Graham is Chairman of the Marines Memorial Association
in San Francisco, a Director of Empire Law School (2004-Present) and serves on numerous other non-profits. Mr. Graham is a former
Marine Infantry Officer and has served as a managing member of the LLC since 2011 and a Director of Truett-Hurst, Inc. since 2012.
The Nominating and Governance Committee and the board selected Mr. Graham to serve on our Board of Directors due to his experience
in executive management oversight, accounting and financial transactions.



Phillip L. Hurst.Phillip L. Hurst
began his career in the wine industry in 1985 at Fetzer Vineyards when he was hired by Paul Dolan to help make premium wines and
build the brand.  Fetzer Vineyards was sold to the Brown-Forman Corporation in 1992, and Mr. Hurst left in 1998 to
run International Sales and Marketing for Golden State Vintners, Inc. which needed to bolster the senior management team for the
launch of its initial public offering.  During his time at Golden State Vintners, Inc. (1998-1999), Mr. Hurst met his
future partners in what was to become one of the world’s largest private label beer, wine and spirits companies, Winery Exchange
Inc.  As co-founder and Senior Vice President of Sales and Marketing from 1999 to 2007, he helped grow the company
to over $100 million in sales in less than 10 years. Mr. Hurst sold his stake in the company to partner with his longtime friend
and mentor, Paul Dolan, to follow their dream of buying and building super-premium wineries and vineyards in California’s
premier appellations. Mr. Hurst has a winemaking degree from University of California-Davis. Mr. Hurst has served as President,
Chief Executive Officer and a managing member of the LLC since 2007 and as President, Chief Executive Officer and Director of Truett-Hurst,
Inc. since 2012.   The Nominating and Governance Committee and the Board selected Mr. Hurst to serve on our Board of
Directors due to his extensive knowledge of our operations, competitive challenges and opportunities gained through his position
as our President and Chief Executive Officer as well as his extensive experience and education in winemaking.



Paul J.
Weber. Paul J. Weber served as a Senior Managing Director at FTI Consulting, Inc.
from 2002 to 2011. Prior to FTI Consulting, Inc., Mr. Weber was a Partner with PricewaterhouseCoopers where he worked from 1981
until 2002. Mr. Weber’s professional experience includes providing expert witness, accounting, auditing and other consulting
services to a wide variety of large and small business entities in diverse industries. Mr. Weber will serve as the Audit Committee
chair and will be the Audit Committee’s financial expert.



-3-







Paul Forgue.Paul Forgue
joined the Company on June 16, 2014 as our Chief Financial Officer and Chief Operations Officer. Mr. Forgue worked for Alvarez
& Marsal from 2003 to 2014.  In the decade Mr. Forgue spent with Alvarez & Marsal he worked with multiple companies
in a broad variety of industries from healthcare to manufacturing, specialty retail to luxury car distribution. In 2011 and 2012,
Mr. Forgue lived with his family in Asia where he successfully helped build Alvarez & Marsal’s China business and executed
engagements throughout the PRC and South East Asia.  Mr. Forgue, who grew up in Oklahoma, has been a resident of Sonoma County
since 2002 and currently serves as the Co-Chair of The Healdsburg School’s Board of Trustees. Mr. Forgue is not related to
any of our executive officers or directors.



On October 3, 2016, Mr. Forgue resigned from
the Company with an effective date of October 23, 2016.



Committees and Meetings of the Board of Directors



Board Committees



Our Board of Directors has established an Audit
Committee, a Compensation Committee and Nominating and Governance Committee, which have the composition and responsibilities
described below. Each committee operates under a charter that has been approved by the Board of Directors and current copies of
these charters are posted on our website, http://www.truetthurstinc.com/investor_relations_cg.html. The information on our website
is not incorporated by reference and is not part of this Form 10-K/A.



Audit Committee



We have a separately-designated standing Audit
Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.Our Audit Committee is composed of Daniel A. Carroll, John D. Fruth and Paul J. Weber. All are non-employee members of our
Board of Directors. Mr. Weber is our Audit Committee chairman. Mr. Weber is considered an “audit committee financial expert,”
as currently defined under the SEC and NASDAQ rules. Our Board of Directors has determined that Mr. Carroll, Mr. Fruth and Mr.
Weber are independent within the meaning of the applicable SEC rules and the listing standards of NASDAQ.



Our Audit Committee oversees our corporate accounting
and financial reporting process. Among other matters, the Audit Committee evaluates the independent registered public accounting
firm’s qualifications, independence and performance; determines the engagement of the independent registered public accounting
firm; reviews and approves the scope of the annual audit and the audit fee; discusses with management and the independent registered
public accounting firm the results of the annual audit and the review of our quarterly financial statements; approves the retention
of the independent registered public accounting firm to perform any proposed permissible non-audit services; monitors the rotation
of partners of the independent registered public accounting firm on our engagement team as required by law; reviews our critical
accounting policies and estimates; and will annually review the Audit Committee charter and the committee’s performance.
The Audit Committee operates under a written charter adopted by the Board of Directors that satisfies the applicable standards
of NASDAQ.



Audit Committee Report



The Audit Committee has reviewed and discussed
the audited consolidated financial statements with management of the Company and with the Company’s independent registered
public accounting firm, Burr Pilger Mayer, Inc.



The Audit Committee has discussed with Burr
Pilger Mayer, Inc. those matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional
Standards, Vol. 1., AU section 380), as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) in Rule
3200T.



The Audit Committee has received the written
disclosures and the letter from Burr Pilger Mayer, Inc. required by the applicable requirements of the PCAOB regarding the communications
of Burr Pilger Mayer, Inc. with the Audit Committee concerning the accountant’s independence, and has discussed with Burr
Pilger Mayer, Inc. its independence from the Company and its management.



-4-







Based on the review and discussions referred
to above, the Audit Committee recommended to our Board of Directors that the audited consolidated financial statements be included
in the Annual Report on Form 10-K for the year ended June 30, 2016.



Compensation Committee



Our Compensation Committee is composed of Marcus
Benedetti, Barrie Graham and Paul J. Weber. Mr. Graham is our Compensation Committee chairman.



Our Compensation Committee reviews and recommends
policies relating to the compensation and benefits of our officers. The Compensation Committee reviews and approves corporate goals
and objectives relevant to the compensation of our chief executive officer and other executive officers, evaluates the performance
of these officers in light of those goals and objectives, and makes recommendations to the Board of Directors regarding compensation
of these officers based on such evaluations. The Compensation Committee will administer the issuance of stock options and other
awards under our stock plans. The Compensation Committee reviews and evaluates, at least annually, the performance of the Compensation
Committee. The Compensation Committee operates under a written charter adopted by the Board of Directors that satisfies the applicable
standards of NASDAQ.



Compensation Committee Interlocks and Insider Participation



Our Company was formed as a Delaware corporation
on December 10, 2012. Pursuant to a re-organization into a holding corporation structure, we became a holding corporation and our
sole asset is a managing member’s equity interest in the LLC. We operate and control all of the businesses and affairs of
the LLC and, through the LLC, continue to conduct our business.



None of our executive officers currently serves
or in the past year has served as a member of the Board of Directors or Compensation Committee of any other entity that has one
or more executive officers serving on our Board of Directors. Historically, the following managing members of the LLC participated
in deliberations regarding the compensation of the LLC’s executive officers: Phillip L. Hurst, Paul E. Dolan, III, Heath
E. Dolan, Barrie Graham and Daniel A. Carroll.



Nominating and Governance Committee



Our Nominating and Governance Committee is composed
of Daniel A. Carroll, John D. Fruth and Barrie Graham, and Mr. Carroll is our Nominating and Governance Committee chairman. Our
Nominating and Governance Committee is responsible for making recommendations regarding candidates for directorships and the size
and the composition of our Board of Directors. In addition, the Nominating and Governance Committee is responsible for overseeing
our corporate governance principles and making recommendations concerning governance matters. The Nominating and Governance Committee
operates under a written charter adopted by the Board of Directors that satisfies the applicable standards of NASDAQ.



The Nominating and Governance Committee’s
purpose is to monitor and oversee matters of corporate governance, including the evaluation of the Board of Directors’ performance
and processes and the “independence” of directors, and select, evaluate and recommend to the Board of Directors qualified
candidates for election or appointment to the Board of Directors. The Nominating and Governance Committee identifies director candidates
through recommendations made by members of the Board of Directors, management, stockholders and others, including the possibility
of a search firm. The Nominating and Governance Committee does consider nominations from its stockholders made pursuant to Section
2.10 of our bylaws. The applicable procedures from Section 2.10 of our bylaws include, but are not limited to, the following. Stockholders
wishing to submit nomination recommendations to the Nominating and Governance Committee should review Section 2.10 of our bylaws
in their entirety as the below summary is incomplete.



-5-







| | · | Timeliness. To be timely, notice by the stockholder must be delivered to the Secretary at the Corporation’s principal
executive offices not later than 90 days prior to the date of the annual meeting.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Substance of Notice. The stockholder’s notice relating to director nomination(s) must set forth, among other things
more fully discussed in Section 2.10 of our bylaws, the following:
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the
name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii)
the class and number of shares of the Corporation which are beneficially owned by the person, (iv) a statement whether such person,
if elected, intends to tender a resignation effective upon such person’s failure to receive the required vote for re-election
at the next meeting at which such person would face re-election and upon acceptance of such resignation by the Board of Directors
and (v) any other information relating to the person that is required to be disclosed in solicitations for proxies for election
of directors pursuant to Regulation 14A under the Exchange Act; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | as to the stockholder giving the notice, (i) the name and record address of the stockholder, and (ii) the class
and number of shares of the Corporation which are beneficially owned by the stockholder.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



At a minimum, a Board of Directors nominee should
have significant management or leadership experience which is relevant to the Company’s business, as well as personal and
professional integrity. The Board of Directors believes it is in the best interest of the Company and its stockholders to identify
and select highly-qualified candidates to serve as directors and for the Board of Directors to be comprised of a diverse group
of individuals with different backgrounds and perspectives. Recommendations are developed based on the nominee’s own knowledge
and experience in a variety of fields, and research conducted by the Company’s staff at the Nominating and Governance Committee’s
direction.



Board Meetings and Attendance



There were four meetings held by the Board
of Directors for the fiscal year ended June 30, 2016. The Audit Committee had four meetings, the Compensation Committee had six
meetings and the Nominating & Governance Committee had 0 meetings for the fiscal year ended June 30, 2016. The Board of
Directors requires that directors make a reasonable effort to attend the Company’s annual stockholder meeting.



Director Compensation



Board Role in Risk Oversight



Our Board of Directors as a whole has responsibility
for overseeing our risk management. The Board of Directors exercises this oversight responsibility directly and through its committees.
The oversight responsibility of the Board of Directors and its committees is informed by reports from our management team that
are designed to provide visibility to the Board of Directors about the identification and assessment of key risks and our risk
mitigation strategies. The full Board of Directors has primary responsibility for evaluating strategic and operational risk management,
and succession planning. Our Audit Committee has the responsibility for overseeing our major financial and accounting risk exposures
and the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing
and managing risk. Our Audit Committee also reviews programs for promoting and monitoring compliance with legal and regulatory
requirements. Our Compensation Committee evaluates risks arising from our compensation policies and practices. The Audit Committee
and the Compensation Committee provide reports to the full Board of Directors regarding these and other matters.



-6-







Director Compensation



During fiscal 2016, there were two components
of compensation for certain non-management directors: a committee chair fee and a committee member fee. Each fee was paid in restricted
stock award units. The following table sets forth the types and amounts of compensation paid to our directors as of June 30, 2016:



|Name                |  | Total Compensation (including non-cash) ($) |        |  | Non-cash ($)(1) |   |        | Cash ($) | 
|------------------- |  | ------------------------------------------- | ------ |  | --------------- | - | ------ | -------- | 
|(not in thousands) 
|Marcus Benedetti(2) |  | $                                           | 10,000 |  |                 | $ | 10,000 |          | 
|John D. Fruth (3)   |  | $                                           | 20,000 |  |                 | $ | 20,000 |          | 
|Barrie Graham (4)   |  | $                                           | 22,500 |  |                 | $ | 22,500 |          | 
|Paul J. Weber (5)   |  | $                                           | 22,500 |  |                 | $ | 22,500 |          | 



| | (1) | The compensation amount reflects the aggregate grant date fair value of the awards in accordance with Accounting Standards
Codification (“ASC”) Topic 718 – Stock Compensation.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | As of June 30, 2016, Mr. Benedetti had 11,287 unvested restricted stock awards, which were granted on December 15, 2014 and
December 15, 2015. 5,263 will vest on December 15, 2017 and 6,024 will vest on December 15, 2016.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | As of June 30, 2016, Mr. Fruth had 12,048 unvested restricted stock awards, which were granted on December 15, 2015 with a
vesting period of one year.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | As of June 30, 2016, Mr. Graham had 13.554 unvested restricted stock awards, which were granted on December 15, 2015 with a
vesting period of one year.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | As of June 30, 2016, Mr. Weber had 13,554 unvested
restricted stock awards, which were granted on December 15, 2015 with a vesting period of one year.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------



We also reimburse directors for all reasonable
out of pocket expenses incurred for attending Board and committee meetings.



As of June 30, 2016, the aggregate number of vested and unvested
stock awards outstanding was as follows:



|                 |  | Stock Awards |       
|---------------- |  | ------------ | ------
|                 |  | Vested       |       
|John D. Fruth    |  |              | 12,181
|Barrie Graham    |  |              | 12,181
|Paul J. Weber    |  |              | -     
|Marcus Benedetti |  |              | 5,263 



Directors are expected to have a financial stake
in the Company to help align the director’s interests with those of the Company’s stockholders. To meet this objective,
it is the policy of the Board to have a meaningful portion of the total compensation of non-management directors provided and held
in common stock, stock options, restricted stock units or other types of equity-based compensation.



For board services in fiscal 2017, we anticipate
that certain non-management directors will receive compensation in the form of equity incentives equal to $10,000 per year of a
new director’s term with a matching vesting schedule, a quarterly meeting fee of $2,500 per quarter, and as applicable an
annual committee chair fee of $2,500. It is anticipated that we will grant these equity incentives on or around December 15, 2016.
The quarterly fees and committee chair fee will have a one year vesting period to match the service period.



Stockholder Communications with the Board of Directors



Stockholders may send
communications to our Board of Directors, including any individual director or the directors as a group, by mailing such communications
to Truett-Hurst, Inc., P.O. Box 1532, Healdsburg, California 95448, and Attention: Corporate Secretary. Such correspondence shall
be addressed to the Board of Directors or any individual director by either name or title.



-7-







All communications received as set forth in
the preceding paragraph will be opened by our Acting Corporate Secretary for the sole purpose of determining whether the contents
represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service,
or patently offensive material will be forwarded promptly to the addressee. In the case of communications to our Board of Directors
or any individual director, our Corporate Secretary will make sufficient copies of the contents to send to each director to which
the envelope is addressed.



Code of Business Conduct and Ethics



We have adopted a
Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including the Chief
Executive Officer and Chief Financial Officer. These individuals are required to abide by the Code of Business Conduct and
Ethics to ensure that its business is conducted in a consistently legal and ethical manner. Our Code of Business Conduct and
Ethics covers all areas of professional conduct, including employment policies, conflicts of interest, intellectual property
and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the
conduct of its business. Any waivers of the Code of Business Conduct and Ethics for directors or executive officers must be
approved by the Board of Directors. The full text of our Code of Business Conduct and Ethics is published on our website at http://www.truetthurstinc.com/investor_relations_cg.html.
A hardcopy can be requested via mail to our P.O. Box, attention: Corporate Matters, and will be mailed without charge. P.O.
Box 1532, Healdsburg, CA 95448.



We intend to disclose future amendments to,
or waivers from, provisions of its Code of Business Conduct and Ethics on our website within four business days following the date
of such amendment or waiver.



Item
11. Executive Compensation



Compensation Committee Report



The Compensation Committee has reviewed and
discussed the foregoing compensation discussion and analysis with management. Based on that review and those discussions, the Compensation
Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Annual Report
on Form 10-K for the year ended June 30, 2016.



Compensation Discussion and Analysis



The following provides
compensation information pursuant to the scaled disclosure rules applicable to emerging growth companies under SEC rules and the
JOBS Act.



The compensation of Mr. Hurst, our Chief Executive
Officer, and Mr. Forgue, our Chief Financial Officer and Chief Operations Officer, identified in our Summary Compensation Table,
who we refer to as named executive officers (“NEOs”), consists of a combination of base salary, bonuses, other benefits
and equity-based compensation.



During 2016, none of our
executive officers served pursuant to a written or oral employment agreement.



-8-







Summary Compensation Table



The following table sets forth certain information
with respect to the compensation paid or awarded by us to our NEOs for the last two fiscal years (in thousands):





|Name and Principal Position                                       |  | Year |      |  | Salary ($) |  |     | Bonus ($) |  |  | Stock Awards ($) |     |  | Option Awards ($) |  |  | Non-Equity Incentive Plan Compensation ($) |  |     | All Other Compensation ($) |  |  | Total ($) | 
|----------------------------------------------------------------- |  | ---- | ---- |  | ---------- |  | --- | --------- |  |  | ---------------- | --- |  | ----------------- |  |  | ------------------------------------------ |  | --- | -------------------------- |  |  | --------- | 
|Phil Hurst, President and Chief Executive Officer                 |  |      | 2016 |  |            |  | 274 |           |  |  | 50               | (1) |  |                   |  |  |                                            |  |     |                            |  |  |           | 
|                                                                  |  |      | 2015 |  |            |  | 232 |           |  |  |                  |     |  |                   |  |  |                                            |  |     |                            |  |  |           | 
|Paul Forgue, Chief Financial Officer and Chief Operations Officer |  |      | 2016 |  |            |  | 275 |           |  |  | 50               | (2) |  |                   |  |  |                                            |  | 100 | (4)                        |  |  |           | 
|                                                                  |  |      | 2015 |  |            |  | 233 |           |  |  | 50               | (3) |  |                   |  |  |                                            |  |     |                            |  |  |           | 



| | (1) | The amount in this column represents $50,000 bonus earned in fiscal 2016 but not paid in fiscal 2017.
| | --- | -----------------------------------------------------------------------------------------------------

| | (2) | This amount in this column represents a $50,000 bonus earned paid in fiscal 2016.
| | --- | ---------------------------------------------------------------------------------

| | (3) | This amount in this column represents $50,000 bonus earned in fiscal 2015, but paid in fiscal 2016.
| | --- | ---------------------------------------------------------------------------------------------------

| | (4) | The amount in this column represents the aggregate grant fair value of stock options granted computed in accordance with
                                                                ASC 718 and does not reflect compensation actually received by the NEO. For additional information on the valuation
                                                                assumptions with respect to the expense, refer to the Note 10 – Stock Based Compensation to our consolidated financial
                                                                statements in Form 10-K for the year ended June 30, 2016, as filed with the SEC. The stock options were granted on December
                                                                15, 2015 and March 15, 2016 under our 2012 Plan, as defined below. The stock options vest annually over four years from the date
                                                                of grant                                                                 and
                                                                are subject to change in control vesting.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | This column includes an automobile allowance of $900 a month paid in fiscal 2016.
| | --- | ---------------------------------------------------------------------------------

| | (6) | This column includes an automobile allowance of $900 a month paid in fiscal 2015.
| | --- | ---------------------------------------------------------------------------------



Executive Annual Cash Incentive Compensation Program



On September 13, 2016, the Board approved an
Executive Annual Incentive Compensation Plan (the “Plan”) which was designed by the Compensation Committee with the
assistance of Pearl Meyer & Partners. The Plan established for the 2017 fiscal year provides for the possibility of cash bonus
payments to five key employees based on the achievement of net income results measured against targets established by the Board.
The purpose of the plan is to align executive and shareholder interests while offering a competitive pay opportunity to attract
top talented employees. The plan emphasizes accountability for achieving strategic business objectives and the ability to reward
individual results and contributions.



Pension Benefits and Nonqualified Deferred Compensation



During the fiscal year ended June 30, 2016,
we did not have any plans in place for the payment of retirement benefits or benefits that will be paid primarily following retirement
including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax qualified deferred
contribution plans and nonqualified deferred contribution plans.



Grants of Plan-Based Awards in Fiscal 2016



The following table summarizes the awards made
to our NEO under our 2012 Stock Incentive Plan (the “2012 Plan”) during the fiscal year ended June 30, 2016 (in thousands,
except share data):





|                                                                      |  | Grant    |  | Estimated
    Future  payouts under  non-equity  incentive plan  awards  ($) |  | Estimated
    future payouts under equity  incentive plan awards (#) |  | All other Stock  Awards:
    Number of  Shares of Stock |  |         | All Other  Option Awards:
     Number of  Shares of Stock |                  |   | Exercise  Price of 
    Option  Awards |                 |  | Grant  Date Of 
    Fair  Value of  Stock  and  Option  Awards |    
|--------------------------------------------------------------------- |  | -------- |  | ---------------------------------------------------------------------------- |  | -------------------------------------------------------------------- |  | ------------------------------------------------------- |  | ------- | --------------------------------------------------------- | ---------------- | - | -------------------------------------- | --------------- |  | -------------------------------------------------------------- | ---
|Name                                                                  |  | Date     |  | Target                                                                       |  | Threshold                                                            |  | Target                                                  |  | Maximum |                                                           | or
    Units (#) |   |                                        | or
    Unit (#) |  |                                                                | ($)
|Paul Forgue,
    Chief Financial Officer and Chief Operations Officer |  | 12/15/15 |  | NA                                                                           |  | NA                                                                   |  | NA                                                      |  | NA      |                                                           |                  | - |                                        |                 |  | 70,000                                                         | (1)
|                                                                      |  | 3/15/16  |  | NA                                                                           |  | NA                                                                   |  | NA                                                      |  | NA      |                                                           |                  | - |                                        |                 |  | 30,000                                                         | (2)



| | (1) | The amount represents the aggregate grant date fair
value of restricted stock unit award computed in accordance with ASC 718 and does not reflect compensation actually received by
the NEO. The stock options were granted on December 15, 2015 under our 2012 Plan vests annually over four years beginning on the
date of grant and is subject to change in control vesting and continued employment. There can be no assurance that any stock awards
will be earned or vest, or that the value upon issuance of the underlying shares will approximate the aggregate grant date fair
value determined under ASC 718. For additional information on the valuation assumptions with respect to the expense, refer to
the Note 10 — Stock Based Compensation to our consolidated financial statements in Form 10-K for the year ended
June 30, 2016, as filed with the SEC.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | The amount represents the aggregate grant date fair
value of restricted stock unit award computed in accordance with ASC 718 and does not reflect compensation actually received by
the NEO. The stock options were granted on March 15, 2016 under our 2012 Plan vests annually over four years beginning on the
date of grant and is subject to change in control vesting and continued employment. There can be no assurance that any stock awards
will be earned or vest, or that the value upon issuance of the underlying shares will approximate the aggregate grant date fair
value determined under ASC 718. For additional information on the valuation assumptions with respect to the expense, refer to
the Note 10 — Stock Based Compensation to our consolidated financial statements in Form 10-K for the year ended
June 30, 2016, as filed with the SEC.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-9-







Outstanding Equity Awards at Fiscal Year End



The following table sets forth certain information
with respect to outstanding grants of plan-based awards in fiscal year 2016 to the below NEO under our 2012 Plan:



|                                                                  |  | Option Awards                                           |        |  | Restricted Stock Units                                                | 
|----------------------------------------------------------------- |  | ------------------------------------------------------- | ------ |  | --------------------------------------------------------------------- | 
|Name                                                              |  | Number of Securities Underlying Options (#) Exercisable |        |  | Number of Securities Underlying Unexercised Options (#) Unexercisable | 
|Paul Forgue, Chief Financial Officer and Chief Operations Officer |  |                                                         | 75,000 |  |                                                                       | 
|                                                                  |  |                                                         | 17,500 |  |                                                                       | 
|                                                                  |  |                                                         | 7,500  |  |                                                                       | 



Restricted Stock Vested During Fiscal 2016



The following table sets forth information concerning
the restricted stock award that vested to the below NEO during fiscal 2016, including the value they realized on such vesting (in
thousands, except share data):



|            |  | Restricted Stock Units                       |       
|----------- |  | -------------------------------------------- | ------
|Name        |  | Number of Shares
Acquired
    on Vesting
(#) |       
|Paul Forgue |  |                                              | 21,875



Securities Authorized for Issuance Under Equity Compensation
Plans



Information relating to the securities authorized for issuance under
equity compensation plans is set forth below:



|Plan Category                                          |  | Number of Securities to be issued upon exercise of outstanding options, warrants and rights (#) |         |  | Weighted average exercise price of outstanding options, warrants and rights ($) |   |      | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#) | 
|------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------- | ------- |  | ------------------------------------------------------------------------------- | - | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------- | 
|Equity compensation plans approved by stockholders     |  |                                                                                                 | 250,000 |  |                                                                                 | $ | 4.00 |                                                                                                                                                 | 
|2012 Stock Incentive Plan not approved by stockholders |  |                                                                                                 | -       |  |                                                                                 |   | -    |                                                                                                                                                 | 
|Total                                                  |  |                                                                                                 | 250,000 |  |                                                                                 | $ | 4.00 |                                                                                                                                                 | 



Administration



Our Board of Directors or a committee of our
Board of Directors will administer the 2012 Plan. In the case of awards intended to qualify as “performance based compensation”
within the meaning of Section 162(m) of the Internal Revenue Code (the “Code”), the committee will consist of two
(2) or more “outside directors” within the meaning of Section 162(m) of the Code. The administrator will
have the power to determine and interpret the terms and conditions of the awards, including the employees, directors and consultants
who will receive awards, the exercise price, the number of shares subject to each such award, the vesting schedule and exercisability
of the awards, the restrictions on transferability of awards and the form of consideration payable upon exercise. The administrator
also will have the authority to institute an exchange program whereby the exercise prices of outstanding awards may be reduced
or outstanding awards may be surrendered or cancelled in exchange for other awards of the same type (which may have higher or lower
exercise prices) or awards of a different type.



-10-







Stock Options



The 2012 Plan allows for the grant of incentive
stock options that qualify under Section 422 of the Code only to our employees and employees of any parent or subsidiary of ours.
Non-qualified stock options may be granted to our employees, directors, and consultants and those of any parent or subsidiary of
ours. The exercise price of all options granted under the 2012 Plan must at least be equal to the fair market value of our Class
A common stock on the date of grant. The term of an incentive stock option may not exceed ten (10) years, except that with respect
to any employee who owns more than ten percent (10%) of the voting power of all classes of our outstanding stock or any parent
or subsidiary corporation as of the grant date, the term must not exceed five (5) years, and the exercise price must equal at least
one hundred ten percent (110%) of the fair market value on the grant date.



After the continuous service of an employee,
director or consultant terminates, he or she may exercise his or her option, to the extent vested, for the period of time specified
in the option agreement. However, an option may not be exercised later than the expiration of its term.



On June 25, 2014, we granted stock options to
Mr. Forgue, our Chief Financial Officer and Chief Operations Officer, which vest annually over four years and had a fair value
at date of grant of $0.4 million. Equity compensation is expensed in our consolidated financial results of operations over the
vesting period.



On December 15, 2015, we granted stock options
to Mr. Forgue, our Chief Financial Officer and Chief Operations Office, which vest annually over four years and had a fair value
at date of grant of $0.07 million. Equity compensation is expensed in our consolidated financial results of operations over the
vesting period.



On March 15, 2016, we granted stock options
to Mr. Forgue, our Chief Financial Officer and Chief Operations Office, which vest annually over four years and had a fair value
at date of grant of $0.03 million. Equity compensation is expensed in our consolidated financial results of operations over the
vesting period.



Stock Appreciation Rights



The 2012 Plan allows for the grant of stock
appreciation rights. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our
Class A common stock between the date of grant and the exercise date. The administrator will determine the terms of stock appreciation
rights, including when such rights become exercisable and whether to pay the increased appreciation in cash or with shares of our
Class A common stock, or a combination thereof, except that the base appreciation amount for the cash or shares to be issued pursuant
to the exercise of a stock appreciation right will be no less than one hundred percent (100%) of the fair market value per share
on the date of grant. After the continuous service of an employee, director or consultant terminates, he or she may exercise his
or her stock appreciation right, to the extent vested, only to the extent provided in the stock appreciation right agreement.



Restricted Stock Awards



The 2012 Plan allows for the grant of restricted
stock. Restricted stock awards are shares of our Class A common stock that vest in accordance with terms and conditions established
by the administrator. The administrator will determine the number of shares of restricted stock granted to any employee, director
or consultant. The administrator may impose whatever conditions on vesting it determines to be appropriate. For example, the administrator
may set restrictions based on the achievement of specific performance goals. Shares of restricted stock that do not vest are subject
to our right of repurchase or forfeiture.



-11-







Restricted Stock Units



The 2012 Plan allows for the grant of restricted
stock units. Restricted stock units are awards that will result in payment to a recipient at the end of a specified period only
if the vesting criteria established by the administrator are achieved or the award otherwise vests. The administrator may impose
whatever conditions to vesting, restrictions and conditions to payment it determines to be appropriate. The administrator may set
restrictions based on the achievement of specific performance goals or on the continuation of service or employment. Payments of
earned restricted stock units may be made, in the administrator’s discretion, in cash, with shares of our Class A common
stock or other securities, or a combination thereof.



On December 15, 2015, we granted 45,180 restricted
stock units to certain directors on our Board. They vest over a one year period.



Dividend Equivalent Rights



The 2012 Plan allows for the grant of dividend
equivalent rights. Dividend equivalent rights are awards that entitle the recipients to compensation measured by the dividends
we pay with respect to our Class A common stock.



Transferability of Awards



The 2012 Plan allows for the transfer of awards
under the 2012 Plan only (i) by will, (ii) by the laws of descent and distribution and (iii) for awards other than incentive stock
options, to the extent authorized by the administrator. Only the recipient of an incentive stock option may exercise such award
during his or her lifetime.



Certain Adjustments



In the event of certain changes in our capitalization,
to prevent diminution or enlargement of the benefits or potential benefits available under the 2012 Plan, the administrator will
make adjustments to one or more of the number or class of shares that are covered by outstanding awards, the exercise or purchase
price of outstanding awards, the numerical share limits contained in the 2012 Plan, and any other terms that the administrator
determines require adjustment. In the event of our complete liquidation or dissolution, all outstanding awards will terminate immediately
upon the consummation of such transaction.



Corporate Transactions and Changes in Control



The 2012 Plan provides that in the event of
a corporate transaction, as defined in the 2012 Plan, each outstanding award will terminate upon the consummation of the corporate
transaction to the extent that such awards are not assumed by the acquiring or succeeding corporation. Prior to or upon the consummation
of a corporate transaction or a change in control, as defined in the 2012 Plan, an outstanding award may vest, in whole or in part,
to the extent provided in the award agreement or as determined by the administrator in its discretion. The administrator may condition
the vesting of an award upon the subsequent termination of the recipient’s service or employment within a specified period
of time following the consummation of a corporate transaction or change in control. The administrator will not be required to treat
all awards similarly in the event of a corporate transaction or change in control.



Plan Amendments and Termination



The 2012 Plan will automatically terminate ten
(10) years following the date it becomes effective, unless we terminate it sooner. In addition, our Board of Directors has the
authority to amend, suspend or terminate the 2012 Plan provided such action does not impair the rights under any outstanding award
unless mutually agreed to in writing by the recipient and us.



-12-







Employment, Severance and Change-in-Control Arrangements



Currently none of our NEOs serve pursuant to
a written or oral employment agreement. Mr. Forgue’s compensation package is as follows:



| | · | an annual base salary of $275,000
| | - | ---------------------------------



If Mr. Forgue’s employment
is terminated by us without “good cause” or by Mr. Forgue for “good reason” , Mr. Forgue will be entitled
to all compensation earned and all benefits and reimbursements due through the effective date of termination. If upon such a termination,
Mr. Forgue executes a general release of claims, he will also be entitled to the following:



| | · | a lump sum severance payment equal to six months of the month salary rate in effect;
| | - | ------------------------------------------------------------------------------------



| | · | payment of six months of COBRA continuation coverage; and
| | - | ---------------------------------------------------------



| | · | acceleration of all of Mr. Forgue’s outstanding equity awards that are not otherwise exercisable.
| | - | -------------------------------------------------------------------------------------------------



On October 3, 2016, Mr. Forgue resigned from the
Company with an effective date of October 23, 2016.



Advisory Vote on Executive Compensation



As an emerging growth company, we are not required
to hold a non-binding advisory vote (“say-on-pay vote”) on the compensation of our named executive officers.



Limitations of Liability and Indemnification Matters



Our certificate of incorporation and our bylaws
also provide that we shall indemnify our directors and executive officers and shall indemnify our other officers and employees
and other agents to the fullest extent permitted by law. We believe that indemnification under our bylaws covers at least negligence
and gross negligence on the part of indemnified parties. Our bylaws also permit us to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or her actions in this capacity, regardless of whether our
bylaws would permit indemnification.



We believe that these provisions are necessary
to attract and retain qualified persons as directors and executive officers. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions,
the opinion of the SEC is that such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.



In addition, we maintain standard policies of
insurance under which coverage is provided to our directors and officers against loss arising from claims made by reason of breach
of duty or other wrongful act, and to us with respect to payments which may be made by us to such directors and officers pursuant
to the above indemnification provisions or otherwise as a matter of law. We also make available standard life insurance and accidental
death and disability insurance policies to our employees.



Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The following table sets forth certain information
regarding beneficial ownership of the Class A and Class B common stock as of June 30, 2016 (i) by each person who is known by us
to beneficially own more than 5% of the outstanding shares of our Class A common stock, (ii) by each of our directors, (iii) by
each of our Executive Officers, and (iv) by all directors and executive officers as a group.



-13-







The table is based upon information supplied
by directors, officers and principal stockholders. Applicable percentage ownership for each stockholder is based on 4,306,609 shares
of Class A common stock and 7 shares of Class B Common Stock, outstanding as of June 30, 2016, together with applicable vested
restricted stock units for such stockholders. Beneficial ownership is determined in accordance with the SEC rules and generally
includes voting or investment power with respect to securities, subject to community property laws where applicable. Shares of
common stock subject to restricted stock awards are deemed outstanding for the purpose of computing the percentage ownership of
the person holding such options, but are not treated as outstanding for computing the percentage ownership of any other person.



|Name and Address                                            |  | Class A Common Stock |         |  | Class B Common Stock |  |   | Class A Percentage of Shares Beneficially Owned |  |  | Class B Percentage of Shares Beneficially Owned |  
|----------------------------------------------------------- |  | -------------------- | ------- |  | -------------------- |  | - | ----------------------------------------------- |  |  | ----------------------------------------------- | -
|BARD ASSOCIATES                                             |  |                      | 445,644 |  |                      |  | - |                                                 |  |  | 10.35                                           | %
|                                                            |  |                      |         |  |                      |  |   |                                                 |  |  |                                                 |  
|NORTH STAR INVESTMENT MANAGEMENT CORPORATION                |  |                      | 978,353 |  |                      |  | - |                                                 |  |  | 22.72                                           | %
|                                                            |  |                      |         |  |                      |  |   |                                                 |  |  |                                                 |  
|1987-1988 RICHARD C. BLUM IRREVOCABLE CHILDREN’S TRUST      |  |                      | 680,000 |  |                      |  | - |                                                 |  |  | 15.79                                           | %
|                                                            |  |                      |         |  |                      |  |   |                                                 |  |  |                                                 |  
|Directors and Officers                                      |  |                      |         |  |                      |  |   |                                                 |  |  |                                                 |  
|                                                            |  |                      |         |  |                      |  |   |                                                 |  |  |                                                 |  
|MARCUS BENEDETTI                                            |  |                      | 5,264   |  |                      |  | - |                                                 |  |  | 0.12                                            | %
|                                                            |  |                      |         |  |                      |  |   |                                                 |  |  |                                                 |  
|DANIEL A. CARROLL                                           |  |                      | 38,700  |  |                      |  | 1 |                                                 |  |  | 0.90                                            | %
|                                                            |  |                      |         |  |                      |  |   |                                                 |  |  |                                                 |  
|HEATH E. DOLAN                                              |  |                      | 34,000  |  |                      |  | 1 |                                                 |  |  | 0.79                                            | %
|                                                            |  |                      |         |  |                      |  |   |                                                 |  |  |                                                 |  
|PAUL E. DOLAN, III                                          |  |                      | 38,600  |  |                      |  | 1 |                                                 |  |  | 0.90                                            | %
|                                                            |  |                      |         |  |                      |  |   |                                                 |  |  |                                                 |  
|PAUL FORGUE                                                 |  |                      | 61,905  |  |                      |  | - |                                                 |  |  | 1.44                                            | %
|                                                            |  |                      |         |  |                      |  |   |                                                 |  |  |                                                 |  
|JOHN D FRUTH                                                |  |                      | 12,181  |  |                      |  | - |                                                 |  |  | 0.28                                            | %
|                                                            |  |                      |         |  |                      |  |   |                                                 |  |  |                                                 |  
|BARRIE GRAHAM                                               |  |                      | 43,325  |  |                      |  | 1 |                                                 |  |  | 1.01                                            | %
|                                                            |  |                      |         |  |                      |  |   |                                                 |  |  |                                                 |  
|PHILLIP L. HURST                                            |  |                      | 440     |  |                      |  | 1 |                                                 |  |  | 0.01                                            | %
|                                                            |  |                      |         |  |                      |  |   |                                                 |  |  |                                                 |  
|PAUL J. WEBER                                               |  |                      | -       |  |                      |  | - |                                                 |  |  | -                                               |  
|                                                            |  |                      |         |  |                      |  |   |                                                 |  |  |                                                 |  
|All directors and executive officers as a group (9 persons) |  |                      | 233,515 |  |                      |  | 5 |                                                 |  |  | 5.4                                             | %



Item
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Policies and Procedures Regarding Related Party Transactions



Our Board of Directors reviews related party
transactions for potential conflict of interest issues. Our Board of Directors has adopted a written related party transaction
policy to set forth the policies and procedures for the review and approval or ratification of related person transactions. This
policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships
in which we were or are to be a participant, the amount involved exceeds $120,000 and a related person had or will have a direct
or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities
in which the related person has a material interest, indebtedness, guarantees of indebtedness or employment by us or a related
person.



Grape and Bulk Wine Agreements



We enter into grape and bulk wine purchase agreements
from time to time with entities in which our executives and/or founders have financial interests.  We have entered into
such arrangements with:



| | · | Ghianda Rose Vineyard, which is owned by Diana Fetzer, wife of Paul E. Dolan, III, a member of
our Board of Directors.
| | - | ----------------------------------------------------------------------------------------------------------------------



| | · | Gobbi Street Vineyards, which is partly owned by Diana Fetzer and Paul E. Dolan, III’s daughter,
Nya Kusakabe.
| | - | --------------------------------------------------------------------------------------------------------------



| | · | Dark Horse Farming Company, which is owned by Paul E. Dolan, III (75%), and Heath E. Dolan (25%).
| | - | -------------------------------------------------------------------------------------------------



| | · | Premium Wine Storage, which is owned by Paul E. Dolan, III (33%) and Heath E. Dolan (33%).
| | - | ------------------------------------------------------------------------------------------



-14-







We believe these arrangements reflect
substantially the same market terms we would receive in transactions with unaffiliated third parties. However, if we fail to receive
market terms for these transactions or other similar transactions in the future, our profits could be reduced.



During the fiscal year 2016, payments of $46K, $216K and $205K
to Dark Horse Farming Company, Gobbi Street Vineyards, and Ghianda Rose Vineyard, respectively were made.



Security Agreements and Limited Guaranties













The bank borrowings are collateralized by substantially
all of the Company’s assets. Additionally, certain LLC members who are also executive officers and/or directors of the Company,
as well as certain trusts and other entities under their control (together, the “Guarantors”), have entered into limited
guarantee agreements which guarantee the payment to the bank of all sums presently due and owning and all sums which shall in the
future become due and owning. The liability of the individual Guarantors ranges from 23% to 61% of the sum of all obligations due
plus the costs, expenses and interest associated with the collection of amounts recoverable under the guaranties.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange Act requires
our directors and officers, and persons who beneficially own more than ten percent (10%) of our common stock, who are hereinafter
collectively referred to as the Reporting Persons, to file with the SEC reports of beneficial ownership and reports of changes
in beneficial ownership of our common stock on Forms 3, 4 and 5. Reporting Persons are required by applicable SEC rules to furnish
us with copies of all such forms filed with the SEC pursuant to Section 16(a) of the Exchange Act. To our knowledge, based
solely on our review of the copies of the Forms 3, 4 and 5 received by us during the fiscal year ended June 30, 2016 and written
representations that no other reports were required, we believe that all reports required to be filed by such persons with respect
to the Company’s fiscal year ended June 30, 2016, were timely filed.





Director Independence





Our common stock is listed on The NASDAQ Capital
Market. As required under the listing standards of NASDAQ, a majority of the members of the Board must qualify as
“independent” as affirmatively determined by the board of directors. Our Board has affirmatively determined
that the following five directors are independent within the meaning of the applicable NASDAQ listing standards:
Messrs. Benedetti, Carroll, Graham, Fruth and Weber.





Item
14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Burr Pilger Mayer, Inc. served as our independent
accountant for the fiscal years ended June 30, 2016 and 2015. The following table sets forth the aggregate amount of various professional
fees billed by our principal accountants (in thousands):



|                                   |  | Years Ended June 30, |    
|---------------------------------- |  | -------------------- | ---
|                                   |  | 2016                 |    
|Audit fees(1)                      |  | $                    | 281
|Audit-related fees(1)              |  |                      | -  
|Total audit and audit-related fees |  | $                    | 281



| | (1) | All audit and audit-related fees are approved by the
Audit Committee of the Board of Directors.
| | --- | -----------------------------------------------------------------------------------------------



Audit Fees.Audit fees consist of aggregate fees for
professional services in connection with the audit of our annual financial statements, quarterly reviews of our financial statements
included in our quarterly reports and services in connection with statutory and regulatory filings. All audit fees are approved
by the Board of Directors.



Audit-Related Fees. Audit-related fees consist of
aggregate fees for assurance and related services related to the audit or review of our financial statements that are not reported
under “Audit Fees” above.



-15-







The following table sets forth the aggregate
amount of professional tax fees billed by our independent tax accountants (in thousands):



|                                              |  | Years Ended June 30, |   
|--------------------------------------------- |  | -------------------- | --
|                                              |  | 2016                 |   
|Deloitte tax fees(1)(2)                       |  | $                    | 17
|Burr, Pilger Mayer, Inc. tax fees(1)(3)       |  |                      | 0 
|Alvarez & Marsal Taxand LLC tax fees(1)(4)(5) |  |                      | 37
|Total tax fees                                |  | $                    | 54



| | (1) | All tax fees are approved by the Audit Committee of the
Board of Directors.
| | --- | ---------------------------------------------------------------------------

| | (2) | Fees for tax services billed in the fiscal years ended June 30, 2016 and 2015 performed by Deloitte.
| | --- | ----------------------------------------------------------------------------------------------------

| | (3) | Fees for tax services billed in the fiscal year ended June 30, 2015 performed by Burr, Pilger Mayer, Inc.
| | --- | ---------------------------------------------------------------------------------------------------------

| | (4) | Fees for tax services billed in the fiscal year ended June 30, 2016 performed by Alvarez & Marsal Taxand LLC.
| | --- | -------------------------------------------------------------------------------------------------------------

| | (5) | These fees do not include services for the preparation of the June 30, 2016 tax return. It has not been prepared at the time
of this 10-K/A.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------



Tax Fees. Tax fees consist of aggregate fees for professional
services for tax compliance, tax advice and tax planning, primarily, fees related to tax preparation services.



All Other Fees: Other fees, which were not incurred,
would include fees for products and services other than the services reported above.



Pre-Approval Policies and Procedures



Our Audit Committee has established procedures
for pre-approval of audit and non-audit services as set forth in the Audit Committee Charter. The Audit Committee considers whether
the audit and audit-related fee provisions disclosed above are compatible with maintaining Burr Pilger Mayer, Inc.’s independence
and has so determined that the services provided by Burr Pilger Mayer, Inc. are compatible with maintaining Burr Pilger Mayer,
Inc.’s independence. The Audit Committee pre-approved audit services provided to us by Burr Pilger Mayer, Inc. in fiscal
year 2016.



The Audit Committee pre-approves all tax services
performed by Deloitte and Burr Pilger Mayer, Inc. The Audit Committee pre-approved tax services provided to us by Deloitte and
Alvarez & Marsal Taxand, LLC in fiscal year 2016.



PART IV



Item 15. EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES.



Exhibits



|Exhibit Number |  | Description                                                                                                                                          
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|31.1           |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934                             
|31.2           |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934                             
|32.1           |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2           |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



Financial Statement Schedules



None.



-16-









SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto,
duly authorized on October 27, 2016.



| | TRUETT-HURST, INC.
| | ------------------
| | By:               
| |                   
| |                   



Pursuant to the requirements of the Exchange
Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates
indicated.



|Signature               |  | Title                                                                   |  | Date            
|----------------------- |  | ----------------------------------------------------------------------- |  | ----------------
|                        |  |                                                                         |  |                 
|/s/
    Phillip L Hurst |  |                                                                         |  |                 
|Phillip L Hurst         |  | President and Chief
    Executive Officer (Principal Executive Officer) |  | October 27, 2016
|                        |  |                                                                         |  |                 
|/s/ Paul Forgue         |  |                                                                         |  |                 
|Paul Forgue             |  | Chief Financial Officer
    & Chief Operations Officer                  |  | October 27, 2016
|                        |  |                                                                         |  |                 
|/s/ Marcus Benedetti    |  |                                                                         |  |                 
|Marcus Benedetti        |  | Director                                                                |  | October 27, 2016
|                        |  |                                                                         |  |                 
|/s/ Daniel A Carroll    |  |                                                                         |  |                 
|Daniel A Carroll        |  | Director                                                                |  | October 27, 2016
|                        |  |                                                                         |  |                 
|/s/ Heath
    A Dolan   |  |                                                                         |  |                 
|Heath A Dolan           |  | Director                                                                |  | October 27, 2016
|                        |  |                                                                         |  |                 
|/s/ Paul E Dolan III    |  |                                                                         |  |                 
|Paul E Dolan III        |  | Director & Secretary                                                    |  | October 27, 2016
|                        |  |                                                                         |  |                 
|/s/ John
    D Fruth    |  |                                                                         |  |                 
|John D Fruth            |  | Director                                                                |  | October 27, 2016
|                        |  |                                                                         |  |                 
|/s/ Barrie
    Graham   |  |                                                                         |  |                 
|Barrie Graham           |  | Director                                                                |  | October 27, 2016
|                        |  |                                                                         |  |                 
|/s/ Paul
    Weber      |  |                                                                         |  |                 
|Paul Weber              |  | Director                                                                |  | October 27, 2016