QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE TRISUMMIT SPECIAL MEETING

The following are some questions that you may have about the merger and the TriSummit special meeting, and brief answers to those questions. We urge you to read carefully the entire proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the special meeting. Additional important information is contained in the documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information.”

Unless the context otherwise requires, throughout this document, “HomeTrust” refers to HomeTrust Bancshares, Inc., “TriSummit” refers to TriSummit Bancorp, Inc. and “we,” “us” and “our” refers collectively to HomeTrust and TriSummit.

THE MERGER

The following discussion contains certain information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement attached as Appendix A to this proxy statement/prospectus and incorporated herein by reference. We urge you to read carefully this entire proxy statement/prospectus, including the merger agreement attached as Appendix A , for a more complete understanding of the merger.

Terms of the Merger

Each of HomeTrust’s and TriSummit’s board of directors has approved the merger agreement. The merger agreement provides for the merger of TriSummit with and into HomeTrust, with HomeTrust continuing as the surviving corporation in the merger. Immediately following the completion of the merger, TriSummit’s wholly owned bank subsidiary, TriSummit Bank, will merge with and into HomeTrust’s wholly owned bank subsidiary, HomeTrust Bank, with HomeTrust Bank continuing as the resulting institution in the bank merger.

In the merger, each share of TriSummit common stock, $1.00 par value per share, and TriSummit Series A preferred stock, $1.00 par value per share, issued and outstanding immediately prior to the completion of the merger, except for specified shares of TriSummit stock held by TriSummit or HomeTrust and dissenting shares, will be converted into the right to receive $4.40 in cash plus a number of shares of HomeTrust common stock equal to $4.40 divided by the average HomeTrust common stock price (the “exchange ratio”), subject to adjustment, which we refer to as the “merger consideration.” If the average HomeTrust common stock price is equal to or less than $19.05 per share, then the exchange ratio will be fixed at .2310. If the average HomeTrust common stock price is equal to or greater than $20.96 per share, then the exchange ratio will be fixed at .2099. No fractional shares of HomeTrust common stock will be issued in connection with the merger, and holders of TriSummit common stock and TriSummit Series A preferred stock will be entitled to receive cash in lieu thereof.

Holders of TriSummit common stock and TriSummit Series A preferred stock are being asked to approve the merger agreement. See “The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

As part of its ongoing consideration and evaluation of TriSummit’s long-term strategic plan, TriSummit’s board of directors regularly reviews and assesses the company’s business strategies and objectives, with the goal of maximizing value for the company’s shareholders. The TriSummit board of directors also periodically considers the many challenges that may affect TriSummit’s ability to grow its existing business and maximize shareholder value in the current economic and regulatory environment. In recent years, the challenges and risks to TriSummit have included limited access to growth capital, increasing operating costs, the low interest rate environment, increasing competition, and challenges associated with growing loan volumes while maintaining asset quality. The board of directors is also mindful of the fact that TriSummit’s stock is not publicly traded, resulting in limited liquidity for TriSummit shareholders. As such, the board of directors generally discussed on occasion the possibility of a strategic transaction if an attractive valuation and structure were presented to the company.

In January of 2016, TriSummit’s President and Chief Executive Officer, R. Lynn Shipley, Jr., met informally with the chief executive officer of another financial institution to discuss a potential combination of their two organizations. TriSummit and this institution executed a mutual non-disclosure agreement. In February of 2016, Mr. Shipley and other members of the TriSummit management team met again with representatives of this institution. The organizations continued to engage in discussions over the following months; however, the other institution ultimately decided to pursue other initiatives.

On March 9, 2016, TriSummit engaged BSP Securities to provide certain financial advisory and investment banking services, including: (i) an evaluation of strategic initiatives or alternatives and the company’s long-term strategy, (ii) an evaluation of a potential merger or sale of TriSummit, including an evaluation of the relative strengths and weaknesses of potential merger partners and the financial rationale and implications for shareholder

value of a potential transaction, and (iii) if requested by TriSummit, an opinion as to the fairness, from a financial point of view, of the consideration received in a potential merger or sale by TriSummit’s shareholders.

In March and April of 2016, BSP Securities prepared a confidential information memorandum regarding TriSummit, and gathered TriSummit due diligence materials into an electronic data room. In May of 2016, representatives of BSP Securities identified 14 financial institutions to contact on a confidential basis in order to ascertain their respective levels of interest in acquiring TriSummit. Of the 14 institutions contacted, 11 initially expressed interest in a possible transaction. Mutual non-disclosure agreements were executed with eight of those institutions, and those eight institutions were each provided with the confidential information memorandum. Of the eight institutions that received the confidential information memorandum, three requested access to the online data room that contained certain non-public information regarding TriSummit. HomeTrust was among the 14 financial institutions initially contacted and among the three institutions that requested access to the data room. HomeTrust executed a mutual non-disclosure agreement on May 19, 2016.

During the ensuing weeks, those institutions that had executed non-disclosure agreements and requested access to the data room conducted preliminary due diligence on TriSummit to determine whether to pursue further negotiations regarding a potential acquisition of TriSummit.

On June 6, 2016, Mr. Shipley met with HomeTrust’s Chairman, President, and Chief Executive Officer, Dana L. Stonestreet, to informally discuss the possible combination of the two companies. Mr. Stonestreet presented an introduction and overview of HomeTrust and the parties discussed a number of matters relevant to a possible combination of their organizations, including their respective company cultures, banking strategy, staffing, competitive environment, asset quality and other matters.

On July 11, 2016, Mr. Shipley, together with TriSummit’s Chief Financial Officer and Chief Operations Officers, George J. Schneider, and Chief Credit Officer, William B. Bell, III, met with Mr. Stonestreet and other executive officers and senior management of HomeTrust at HomeTrust’s main office to discuss a potential combination of the two companies, including the companies’ respective business strategies, cultures, goals, and operations, in addition to a discussion of certain of TriSummit’s assets.

By letter dated July 22, 2016, HomeTrust delivered an initial non-binding indication of interest to TriSummit setting forth two alternative pricing options for a proposed business combination: (1) a price per share of TriSummit common stock and Series A preferred stock between $8.70 and $9.00, with the final price to be set following and based on the appraisal of certain of TriSummit’s real property, or (2) a fixed price of $8.80 per share of TriSummit common stock and Series A preferred stock. The indication of interest provided that the consideration would be paid 50% in cash and 50% in shares of HomeTrust common stock, with the exchange ratio calculated based on the 20-day average closing price of HomeTrust’s common stock and with the minimum closing price to be no less than HomeTrust’s tangible book value as of the previous month-end and the maximum to be no more than 110% of HomeTrust’s tangible book value as of the previous month-end. The indication of interest contemplated that any TriSummit options with strike prices greater than the implied value of the merger consideration on a per share basis (i.e., “out-of-the-money” options) would be cancelled. The initial indication of interest also requested that TriSummit enter into an exclusivity period to permit the parties to more fully negotiate the terms of a potential transaction.

Representatives of BSP Securities requested that institutions confirm their non-binding indications of interest during the week of July 25, 2016. No other indications of interest were received by TriSummit.

On August 2, 2016, the TriSummit board of directors held a special meeting to review the non-binding indication of interest letter from HomeTrust. Representatives of BSP Securities and Butler Snow LLP, counsel to TriSummit, which we refer to as Butler Snow, were in attendance at this meeting. BSP Securities representatives presented the board of directors with an analysis of various strategic alternatives available to TriSummit, including the need to raise additional capital if TriSummit remains an independent institution, the pricing of recent acquisitions in the financial institutions industry, and the projected value of a transaction with HomeTrust. The board of directors discussed the benefits of the transaction with HomeTrust, including the value of HomeTrust’s common stock, the opportunity for liquidity for TriSummit shareholders, and HomeTrust’s ability to grow the combined institution. The board of directors additionally discussed challenges to the organization’s continued

growth, including the current interest rate environment, increased regulatory compliance costs, and the desire to provide liquidity for the company’s shareholders. After extensive discussions regarding the merits of the HomeTrust indication of interest, the board of directors instructed representatives of BSP Securities to ask HomeTrust to increase the merger consideration to an implied value of $9.10 per share of TriSummit stock, and to provide additional concessions, including the assumption of out-of-the-money options, certain adjustments regarding the timing of the determination of the pricing collar, and an extension of the time period during which HomeTrust would indemnify and provide insurance coverage for TriSummit’s directors and officers.  

On August 9, 2016, HomeTrust submitted a revised non-binding indication of interest, which did not increase the merger consideration, but did provide for certain other of the amendments requested by TriSummit, including adjustments to the pricing collar and the assumption of half of the out-of-the-money stock options.

On August 11, 2016, the TriSummit board of directors met to discuss the revised indication of interest, and after discussion regarding the merits of the indication of interest, the board authorized senior management to continue to negotiate the terms of a sale transaction with HomeTrust. TriSummit and HomeTrust entered into exclusive negotiations on August 15, 2016.

On August 30, 2016, HomeTrust’s legal counsel, Silver Freedman Taff & Tiernan LLP, which we refer to as SFT&T, distributed an initial draft of an agreement and plan of merger to Butler Snow. From August 30, 2016, to September 15, 2016, HomeTrust and TriSummit and their respective financial and legal advisors negotiated and finalized the terms of the merger agreement and the related ancillary agreements. On September 15, 2016, the terms of the definitive merger agreement and related ancillary agreements were finalized for presentation to the parties’ respective boards of directors.

On September 16, 2016, the board of directors of TriSummit met to consider the proposed transaction with HomeTrust, after receiving presentations from TriSummit’s outside legal counsel and BSP Securities and discussions with senior management. At the meeting, TriSummit’s legal counsel reviewed with its directors their fiduciary duty to shareholders under Tennessee law. Legal counsel also reviewed with directors the terms and conditions of the merger agreement, the merger, and the various agreements to be signed in connection with the merger agreement. BSP Securities reviewed the financial aspects of the proposed merger and rendered to the TriSummit board of directors an opinion, dated September 16, 2016, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by BSP Securities as set forth in such opinion, the consideration to be received by holders of TriSummit common stock and TriSummit Series A preferred stock in the merger pursuant to the terms of the merger agreement is fair to the holders of TriSummit common stock and TriSummit Series A preferred stock from a financial point of view. Following a discussion among members of TriSummit’s board of directors, including consideration of the factors described under “—TriSummit’s Reasons for the Merger; Recommendation of the TriSummit Board of Directors” below in this proxy statement/prospectus, TriSummit’s board of directors unanimously determined that the merger agreement and the merger are advisable and in the best interests of TriSummit and its shareholders and approved and adopted the merger agreement, and resolved to submit the merger agreement to TriSummit’s shareholders for approval and to recommend approval of the merger agreement by TriSummit’s shareholders.

On September 16, 2016, HomeTrust’s board of directors held a special meeting to review and discuss the proposed merger and the merger agreement. Following such discussion, HomeTrust’s board of directors unanimously voted to approve the merger agreement and the transactions contemplated by the merger agreement, including the merger, and authorized HomeTrust’s management to execute the merger agreement.

On September 20, 2016, the merger agreement was executed by officers of HomeTrust and TriSummit, and before the financial markets opened the following day, HomeTrust and TriSummit issued a joint press release announcing the execution of the merger agreement and the terms of the merger.

TriSummit’s Reasons for the Merger; Recommendation of TriSummit’s Board of Directors

After careful consideration, at a meeting held on September 16, 2016, TriSummit’s board of directors determined that the merger agreement, including the merger and the other transactions contemplated thereby, is in the best interests of TriSummit and its common and Series A preferred shareholders and unanimously approved the

merger agreement. TriSummit’s board of directors now recommends that holders of TriSummit common stock and TriSummit Series A preferred stock vote “FOR” the TriSummit merger proposal and that holders of TriSummit common stock vote “FOR” the TriSummit adjournment proposal.

In reaching its decision to approve the merger agreement, including the merger and the other transactions contemplated by the merger agreement, and recommend that its shareholders vote “FOR” the TriSummit merger proposal, the TriSummit board of directors consulted with TriSummit management, as well as its independent financial and legal advisors, and considered a number of factors, including the following material factors:

The TriSummit board of directors also considered a number of potential risks and uncertainties associated with the merger in connection with its deliberation of the proposed transaction, including, without limitation, the following:

The foregoing discussion of the information and factors considered by the TriSummit board of directors is not intended to be exhaustive, but includes the material factors considered by the TriSummit board of directors. In reaching its decision to approve the merger agreement, including the merger and the other transactions contemplated by the merger agreement, the TriSummit board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The TriSummit board of directors considered all these factors as a whole, including discussions with and questioning of TriSummit’s management and TriSummit’s independent financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

TriSummit’s board of directors unanimously approved the merger agreement and recommends that holders of TriSummit common stock and TriSummit Series A preferred stock vote “FOR” the approval of the TriSummit merger proposal and that holders of TriSummit common stock vote “FOR” approval of the TriSummit adjournment proposal. TriSummit shareholders should be aware that TriSummit’s directors and executive officers have interests in the merger that are different from, or in addition to, those of other TriSummit shareholders. The TriSummit board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and in recommending that the TriSummit merger proposal be approved by the shareholders of TriSummit. See “—Interests of TriSummit’s Directors and Executive Officers in the Merger.”

This summary of the reasoning of TriSummit’s board of directors and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

HomeTrust’s Reasons for the Merger

After careful consideration, at a meeting held on September 16, 2016, HomeTrust’s board of directors unanimously determined that the merger agreement, including the merger and the other transactions contemplated thereby, is in the best interests of HomeTrust and its shareholders.

In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the HomeTrust board of directors consulted with HomeTrust management, as well as its independent financial and legal advisors, and considered a number of factors, including the following material factors:

The HomeTrust board of directors also considered a number of potential risks and uncertainties associated with the merger in connection with its deliberation of the proposed transaction, including, without limitation, the following:

The foregoing discussion of the information and factors considered by the HomeTrust board of directors is not intended to be exhaustive, but includes the material factors considered by the HomeTrust board of directors. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the HomeTrust board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The HomeTrust board of directors considered all these factors as a whole, including discussions with, and questioning of, HomeTrust’s management and HomeTrust’s independent financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

HomeTrust’s board of directors unanimously approved the merger agreement.

This summary of the reasoning of HomeTrust’s board of directors and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Opinion of BSP Securities, LLC – Financial Advisor to TriSummit

Pursuant to its engagement, TriSummit requested that BSP Securities render a written opinion to the TriSummit board of directors as to the fairness, from a financial point of view, of the merger consideration to be paid by HomeTrust to TriSummit shareholders as set forth in the merger agreement. BSP Securities is an investment banking firm that specializes in providing investment banking services to financial institutions. BSP Securities has been involved in numerous bank-related business combinations. No limitations were imposed by TriSummit upon BSP Securities with respect to rendering its opinion.

At the TriSummit board of director’s September 16, 2016 meeting, at which the TriSummit board of directors considered the proposed merger agreement, BSP Securities delivered to the board its written opinion that, as of such date, the merger consideration was fair to TriSummit shareholders from a financial point of view. The merger agreement was formally approved by the TriSummit board of directors on September 16, 2016.

The full text of BSP Securities’ opinion is attached as Appendix C to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by BSP Securities in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the opinion. We urge you to read the entire opinion carefully in connection with your consideration of the proposed merger.

The opinion speaks only as of the date of the opinion. The opinion was directed to the TriSummit board of directors and is directed only to the fairness, from a financial point of view, of the merger consideration to TriSummit’s shareholders. It does not address TriSummit’s underlying business decision to engage in the merger or any other aspect of the merger and is not a recommendation to any shareholder as to

how such shareholder should vote at the TriSummit special meeting with respect to the merger or any other matter nor does it constitute a recommendation as to whether or not any TriSummit shareholder should exercise any dissenters’ rights that may be available to such shareholder.

BSP Securities’ opinion was reviewed and approved by BSP Securities’ Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority. For purposes of the opinion and in connection with its review of the proposed transactions, BSP Securities, among other things, did the following:

BSP Securities assumed and relied, without independent verification, upon the accuracy and completeness of all of the financial and other information that was provided to it by TriSummit, HomeTrust, and their respective representatives, and of the publicly available information that was reviewed by BSP Securities. BSP Securities is not an expert in the evaluation of allowances for loan losses and did not independently verified such allowances of TriSummit and HomeTrust, and has relied on and assumed that such allowances of TriSummit and HomeTrust were adequate to cover such losses and complied fully with applicable law, regulatory policy and sound banking practice as of the date of the relevant financial statements. BSP Securities was not retained to and did not conduct a physical inspection of any of the properties or facilities of TriSummit or HomeTrust, did not make any independent evaluation or appraisal of the assets, liabilities or prospects of TriSummit or HomeTrust, was not furnished with any such evaluation or appraisal other than third party loan reviews, and did not review any individual credit files. BSP Securities’ opinion was necessarily based on economic, market, and other conditions in effect on, and the information made available to it, as of September 16, 2016.

BSP Securities, as part of its investment banking business, is regularly engaged in the valuation of banks and bank holding companies, thrifts and thrift holding companies, and various other financial services companies, in connection with mergers and acquisitions, private placements of securities, and valuations for other purposes. In rendering its fairness opinion, BSP Securities acted on behalf of the TriSummit board of directors.

BSP Securities’ opinion is limited to the fairness, from a financial point of view, of the merger consideration to be paid to holders of TriSummit stock in the merger and does not address the ability of the merger to be consummated, the satisfaction of the conditions precedent contained in the merger agreement, or the likelihood of the merger receiving regulatory approval. Although BSP Securities was retained on behalf of the TriSummit board of directors, our opinion does not constitute a recommendation to any director of TriSummit as to how such director or any shareholder should vote with respect to the merger agreement.

Based upon and subject to the foregoing and based on BSP Securities’ experience as investment bankers, BSP Securities’ activities as described above, and other factors BSP Securities deemed relevant, BSP Securities rendered its opinion that, as of September 16, 2016, the merger consideration to be paid to the holders of TriSummit common stock and TriSummit Series A preferred stock in the merger is fair, from a financial point of view.

The following is a summary of material analyses performed by BSP Securities in connection with its opinion to the TriSummit board of directors on September 16, 2016. The summary does not purport to be a complete description of the analyses performed by BSP Securities but summarizes the material analyses performed and presented in connection with such opinion.

Summary of the Proposed Merger

BSP Securities reviewed the financial terms of the proposed transaction. In accordance with the terms of the merger agreement, each share of TriSummit common stock and Series A preferred stock issued and outstanding immediately prior to the effective time of the merger (excluding shares owned by TriSummit or HomeTrust, unless such shares are held in trust accounts, managed accounts, mutual funds and the like or otherwise in a fiduciary or agency capacity or as a result of debts previously contracted, and shares held by dissenting shareholders) will be converted into the right to receive, if the merger is completed, promptly following the completion of the merger, the merger consideration consisting of $4.40 in cash plus a number of shares of HomeTrust common stock equal to $4.40 divided by the average HomeTrust common stock price (the “exchange ratio”), subject to adjustment. If the average HomeTrust common stock price is equal to or less than $19.05 per share, then the exchange ratio will be fixed at .2310. If the average HomeTrust common stock price is equal to or greater than $20.96 per share, then the exchange ratio will be fixed at .2099. Further, to the extent that a TriSummit warrant is properly exercised prior to the effective time of the merger, the holder will receive the same merger consideration as the other TriSummit common shareholders for each share of TriSummit common stock acquired via exercise of the TriSummit warrant. Each TriSummit warrant that is outstanding immediately prior to the effective time of the merger will at the effective time either be (i) cashed out by TriSummit for a cash payment equal to $0.80 (the total per share merger consideration of $8.80 less the warrant exercise price of $8.00 per share) multiplied by the number of shares subject to the TriSummit warrant, subject to any withholding requirements, or (ii) assumed by HomeTrust for the sole purpose of paying the merger consideration in respect of the shares of TriSummit common stock subject to the TriSummit warrant upon the proper exercise thereof after the effective time of the merger. Each Adjusted Option

that is outstanding immediately prior to the effective time of the merger will be assumed by HomeTrust and converted into the right to receive an option to purchase that number of shares of HomeTrust common stock equal to the product obtained by multiplying (i) the number of shares of TriSummit common stock and TriSummit Series A preferred stock subject to the Adjusted Option immediately prior to the effective time of the merger (i.e., after taking into account the option cancellations) by (ii) the Adjusted Option Exchange Ratio, rounded to the nearest whole number of shares of HomeTrust common stock. Each option to purchase HomeTrust common stock will have an exercise price per share of HomeTrust common stock equal to (x) $10.00 (the per share exercise price under each TriSummit option award) divided by (y) the Adjusted Option Exchange Ratio, rounded to the nearest whole cent. Each option to purchase HomeTrust common stock will otherwise be subject to the same terms and conditions applicable to the corresponding TriSummit option award, including vesting terms.

Based on the average HomeTrust common stock price as of September 13, 2016, of $19.16 per share, the total implied merger consideration is $39.0 million, which includes the consideration for TriSummit common stock (including common stock equivalents such as the Series A preferred stock), TriSummit warrants, TriSummit stock option and the redemption of TriSummit’s Series B preferred stock, Series C preferred stock and Series D preferred stock, currently held by private shareholders. BSP Securities summarized the merger terms, based on TriSummit’s financial information as of June 30, 2016, in the table below.

(1) Includes consideration of TriSummit Warrants and TriSummit Option Awards - the value of which was calculated as of 9/13/16 and based on Black Scholes model; risk free rate assumed at 0.60%, volatility assumed at 12%; value may change prior to closing.

(2) Mean analyst estimate used to determine LTM 12/31/16 Est. EPS; HomeTrust's FYE is 6/30. 

(3) TriSummit common shares outstanding include common stock equivalents. 

(4) Tangible Common Equity and Tangible Equity Figures include $508,000 of expected tax benefits associated with the amortization of TriSummit's core deposit intangibles; these non-GAAP figures were used to conform with HomeTrust's preferred method of calculating tangible book value in public filings. The value of these tax benefits is excluded from tangible equity, tangible common equity and tangible book value per share elsewhere in this opinion, unless otherwise noted.

(5) Price to tangible book value on a fully diluted basis.

(6) TriSummit projections used to determine 2016 Est. Earnings; 2016 Net Income is projected on a tax-normalized basis using a 35% corporate tax rate.

(1) TriSummit financial metrics as of 6/30/16; 35% tax rate applied to ROAA and ROAE; peer financial metrics as of most recent twelve months available.

(2) TriSummit information reflects intrinsic common transaction value metrics; peer metrics based on closing stock prices as of 9/14/16 and peer median metrics are adjusted for a 10% liquidity discount.

(3) TriSummit tangible book value includes $508,000 of expected tax benefits associated with the amortization of TriSummit's core deposit intangibles.

Selected Peer Group Analysis – TriSummit

BSP Securities used publicly available information to compare selected financial information for TriSummit to a peer group of publicly-traded financial institutions that BSP Securities deemed similar to TriSummit and, hence, relevant for purposes of its analysis. BSP Securities compared selected operating results of TriSummit to eight (8) publicly traded Southeast U.S. banks with total assets between $200 million and $600 million, trailing twelve months return on average assets between 0.0% and 0.50%, and three-month average daily trading volume.

Selected Peer Mergers Analysis

BSP Securities used publicly available information to compare selected financial information for TriSummit to three peer groups of publicly announced merger transactions that BSP Securities deemed relevant for purposes of its analysis. BSP Securities compared selected operating results of TriSummit to (a) 47 Southeast U.S. mergers announced since January 1, 2015 for whole banks with total assets between $100 million and $500 million as of announcement date (“SE Asset Size Peer Group”); (b) 24 Southeast U.S. mergers announced since January 1, 2015 for whole banks involving sellers with total assets between $100 million and $500 million at announcement date and a tangible equity to tangible assets ratio between 7.0% and 10.0% at announcement date (“SE Capital Peer Group”); and (c) 12 Southeast U.S. mergers announced since January 1, 2015 for whole banks involving sellers with total assets between $100 million and $500 million at announcement date and trailing twelve month return on average assets less than 0.50% at announcement date (“ SE Profitability Peer Group”). Detailed composition of each merger peer group is available in Tables 1-3 at the end of this section.

(1) 35% tax rate applied to TriSummit's LTM earnings; ROAA and ROAE are adjusted for 35% tax rate applied to YTD net income; TriSummit tangible book value includes $508,000 of expected tax benefits associated with the amortization of TriSummit's core deposit intangible; transaction metrics reflect common transaction value.

No target company used in the selected peer merger group analysis described above is identical to TriSummit. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the merger, public trading or other values of the companies to which they are being compared.

Net Present Value Analysis of Stock Consideration Portion – TriSummit

BSP Securities calculated potential net present values for TriSummit common stock. The purpose of the analysis was to compare the implied value of TriSummit common stock to the merger consideration offered by HomeTrust. Accordingly, BSP Securities relied on financial projections derived from TriSummit’s internal forecasts and BSP Securities’ discussions with management. In determining the present value of TriSummit common stock, BSP Securities utilized a terminal value based on a range of terminal tangible book value multiples of 85% to 110% of 2019 tangible book value and earnings multiples of 15x to 24x 2019 full year earnings. BSP Securities analyzed the trading multiples of TriSummit’s publicly traded peers to determine the range of terminal tangible book value multiples and terminal earnings multiples as of December 31, 2019. The terminal values were then discounted to the present using an estimated discount rate range of 11% to 15%, chosen to reflect the risk of the current operating environment and the risk of TriSummit based on BSP Securities’ experience as a financial advisor.

As shown below, the range of values per share of TriSummit common stock, on a present value basis, based on the assumptions regarding terminal tangible book value multiples and terminal earnings per share multiples for fiscal years 2016 through 2019, ranged from $2.17 to $6.45.

BSP Securities noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Relative Contribution Analysis

BSP Securities reviewed the relative contributions of TriSummit and HomeTrust to the pro forma combined company with respect to certain financial and operating measurements. This analysis was based on projected December 31, 2016 financials for both parties, except for dates indicated otherwise. BSP Securities then compared these contributions to the pro forma implied stock ownership interests of TriSummit and HomeTrust shareholders based on the exchange ratio.

The following table indicates what TriSummit’s percentage contributions would have been on a pro forma basis to the combined company, excluding merger synergies and merger accounting adjustments, in the categories listed:

* Net income figures for TriSummit Bancorp, Inc. are shown on a tax-normalized basis using a 35% corporate tax rate

Net Present Value Analysis – HomeTrust

BSP Securities performed a net present value analysis to estimate a range of present values of HomeTrust’s projected 2019 tangible book value and earnings, on a standalone basis, based upon a combination of consensus analyst estimates and BSP Securities’ projections for fiscal years 2016 through 2019. In determining the present value of HomeTrust common stock, BSP Securities utilized a terminal value based on a range of terminal tangible book value multiples of 110% to 140% of 2019 tangible book value and earnings multiples of 18x to 24x 2019 full year earnings. BSP Securities analyzed the trading multiples of HomeTrust’s publicly traded peers to determine the range of terminal tangible book value multiples and terminal earnings multiples. The terminal values were then discounted to the present using an estimated discount rate range of 11% to 15%, chosen to reflect the risk of the current operating environment and the risk of HomeTrust based on BSP Securities’ experience as a financial advisor.

As shown below, the range of values per share of HomeTrust common stock, on a present value basis, based on the assumptions regarding terminal tangible book value multiples and terminal earnings per share multiples for fiscal years 2016 through 2019, ranged from $9.71 to $22.27.

BSP Securities noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Net Present Value Analysis – HomeTrust, Pro Forma

BSP Securities also performed a net present value analysis to estimate a range of present values of HomeTrust’s projected 2019 tangible book value and earnings, on a pro forma basis, based upon projected 2019 pro forma tangible book value per share and pro forma earnings per share. In determining the present value of HomeTrust common stock, BSP Securities utilized a terminal value based on a range of terminal tangible book value multiples of 110% to 140% of pro forma 2019 tangible book value and earnings multiples of 18x to 24x pro forma 2019 full year earnings. BSP Securities analyzed the trading multiples of HomeTrust’s publicly traded peers to determine the range of terminal tangible book value multiples and terminal earnings multiples. The terminal values were then discounted to the present using an estimated discount rate range of 11% to 15%, chosen to reflect the risk of the current operating environment and the risk of HomeTrust based on BSP Securities’ experience as a financial advisor.

As shown below, the range of values per pro forma share of HomeTrust common stock, on a present value basis, based on the assumptions regarding terminal tangible book value multiples and earnings per share multiples for fiscal years 2016 through 2019, ranged from $12.52 to $21.68.

Selected Peer Group Analysis – HomeTrust

BSP Securities used publicly available information to compare selected financial information for HomeTrust to a peer group of publicly-traded, liquid financial institutions that BSP Securities deemed relevant for purposes of this analysis. BSP Securities compared selected operating results of HomeTrust to seven (7) publicly traded Southeast U.S. banks with total assets between $1 billion and $5 billion, trailing twelve months return on average assets less than 0.75%, NPAs/assets less than 1.0% and three-month average daily trading volume greater than 1,000 shares (“HomeTrust Comparable Trading Group”). The seven companies compromising the HomeTrust Comparable Trading Group are Atlantic Capital Bancshares, Inc., Capital City Bank Group, Inc., CenterState Banks, Inc., Eastern Virginia Bankshares, Inc., Park Sterling Corp., Seacoast Banking Corp. of Florida, and Smart Financial, Inc. The comparison between HomeTrust and the HomeTrust Comparable Trading Group is summarized in the table below.

No company used in the selected peer trading group analysis described above is identical to HomeTrust. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the merger, public trading or other values of the companies to which they are being compared.

Conclusion

Based on the results of the various analyses described above, BSP Securities concluded that the merger consideration to be received under the terms of the merger agreement is fair, from a financial point of view, to TriSummit’s shareholders.

The opinion expressed by BSP Securities was based upon market, economic and other relevant considerations as they existed and could be evaluated as of the date of the opinion. Events occurring after the date of issuance of the opinion, including but not limited to, changes affecting the securities markets and the results of operations or material changes in the assets of TriSummit or HomeTrust could materially affect the assumptions used in preparing the opinion.

As described above, BSP Securities’ opinion was among the many factors taken into consideration by the TriSummit board of directors in making its determination to approve the merger agreement. For purposes of rendering its opinion, BSP Securities assumed that, in all respects material to its analyses:

BSP Securities cannot provide assurance as to when or if all of the conditions to the merger can or will be satisfied or, if applicable, waived by the appropriate party. As of the date of this proxy statement/prospectus, BSP Securities has no reason to believe that any of these conditions will not be satisfied.

Compensation to BSP Securities

TriSummit paid BSP Securities a non-refundable retainer of $20,000 at the time TriSummit engaged BSP Securities. BSP Securities was paid a fee of $35,000 for providing TriSummit’s board of directors with its fairness opinion, which fee was paid upon rendering of the opinion. BSP Securities was also paid a progress fee of $80,000, which fee was paid upon TriSummit’s execution of the merger agreement. BSP Securities will also be paid a success fee equal to 1.10% of the sum of the aggregate merger consideration to be paid to TriSummit’s common and Series A preferred shareholders and the amount to be paid upon the redemption of the TriSummit Series B preferred stock, Series C preferred stock, and Series D preferred stock (excluding the amount of accrued dividends), less the $80,000 progress fee previously paid which will be credited against the success fee, in the event the merger is consummated . TriSummit has also agreed to reimburse BSP Securities for certain out-of-pocket expenses and disbursements. In addition, TriSummit has agreed to indemnify BSP Securities and its directors, officers and employees from liability in connection with the merger, and to hold BSP Securities harmless from any losses, actions, claims, damages, expenses or liabilities related to any of BSP Securities’ acts or decisions made in good faith and in the best interest of TriSummit. During the two years preceding the date of the fairness opinion, BSP Securities did not provide advisory services to TriSummit or HomeTrust where compensation was received or where BSP Securities contemplates compensation will be received after closing of the merger.