Summit Financial Group, Inc. (NasdaqGS:SMMF) signed a definitive merger agreement to acquire PSB Holding Corp. (OTCPK:PSBP) for $51 million on December 9, 2022. As per the terms of the transaction, PSB shareholders will receive 1.2347 shares of Summit common stock for each outstanding share of PSB common stock. In addition, each outstanding option to purchase shares of PSB Common Stock (?PSB Option?) will be entitled to receive cash in an amount equal to the product obtained by multiplying (i) the difference between (a) $35.00 and (b) the exercise price for each outstanding PSB Option by (ii) the number of shares of PSB Common Stock subject to such PSB Option. Following consummation of the merger, PSB?s bank subsidiary, Provident State Bank, Inc., will be merged with Summit?s bank subsidiary, Summit Community Bank, Inc. On March 23, 2023, the Board of Directors of Summit approved a prospective increase in the size of the Board to fifteen (15) members, with such increase being contingent upon, and to be effective concurrent with, completion of the Merger. Pursuant to the terms of the Agreement, the Board also approved on a prospective basis the appointment of David R. Wilson, Sr. as a director of Summit. PSB shall pay a termination fee of $2.2 million to Summit. The transaction has been approved by each company?s board of directors and is pending regulatory approvals, authorization for listing on the NASDAQ of the shares of Summit Common Stock to be issued in the Merger, effectiveness of the registration statement on Form S-4 and the approval of PSB?s shareholders. The transaction is expected to close in the second quarter of 2023. PSB was advised by the investment banking firm of Bill Boyan of Piper Sandler & Co. Kevin Houlihan, William Levay and Kerry Halpern of Holland & Knight LLP acted as legal advisors for PSB. Summit was represented by the law firm of Sandra M. Murphy of Bowles Rice LLP. Computershare, Inc. acted as transfer agent to Summit Financial.

Summit Financial Group, Inc. (NasdaqGS:SMMF) completed the acquisition of PSB Holding Corp. (OTCPK:PSBP) on April 1, 2023. PSB Holding Corp merged with and into Summit, with Summit Financial Group as the surviving entity. The former Provident State Bank offices will continue to operate under that name until late- September 2023, after which they will operate under the name Summit Community Bank.