As filed with the Securities and Exchange Commission on September 7, 2016.October 9, 2019.

Registration No.         -            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SUMMIT FINANCIAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

300 North Main Street

Moorefield, West Virginia 26836

(304)530-1000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

H. Charles Maddy, III

Summit Financial Group, Inc.

300 North Main Street

Moorefield, West Virginia 26836

(304)530-1000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

with copies to:

Approximate date of commencement of proposed sale to the public: as soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer)  ¨☐

Exchange Act Rule14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus and proxy statement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED September 7, 2016OCTOBER [●], 2019

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

On June 1, 2016,September 17, 2019, Summit Financial Group, Inc., or Summit, and First Century Bankshares,Cornerstone Financial Services, Inc., or First Century,Cornerstone, announced a strategic business combination in which First CenturyCornerstone will merge with and into FCBCFS Merger Sub LLC, a wholly-owned subsidiary of Summit’s wholly-owned subsidiary, Summit Community Bank, Inc., or Summit Community Bank. The combined company, which will retain the Summit name, will have approximately $1.95$2.5 billion in assets and operate 2735 full-service branches across the states of West Virginia and Virginia. First CenturyCornerstone is sending you this prospectus and proxy statement to invite you to attend a special meeting of First CenturyCornerstone shareholders to allow you to vote on the plan of merger. The special meeting will be held on [●], [●], 2016, at [●] [a./p.m.], local time, at [●], located at [●].

If the merger is completed, holders of First CenturyCornerstone common stock may elect to receive (i) 1.2433228 shares of Summit common stock, par value $2.50 per share, in exchange for each share of First CenturyCornerstone common stock, par value $1.25$100.00 per share, held immediately prior to the merger, which is referred to as the stock consideration, (ii) cash in the amount of $22.50$5,700 per share of First CenturyCornerstone common stock held immediately prior to the merger, which is referred to as the cash consideration or (iii) a combination of cash and shares of Summit common stock in accordance with the election procedures set forth in the Agreement and Plan of Merger, dated as of June 1, 2016,September 17, 2019, between Summit and First Century,Cornerstone, which we refer to as the merger agreement. However, the aggregate number of First Century shares of Cornerstone common stock that will be converted for cash consideration will be equal to as closely as possible, but in no event will exceed 666,0922,500 shares, and the aggregate cash consideration will be equal to as closely as possible, but in no event will exceed $14,987,073,$14,250,000, or approximately 35%50% of the merger consideration. The aggregate numberremaining 50% of First Century shares that will be converted for stockthe merger consideration will be equalstock consideration consisting of an aggregate of 2,500 shares of Cornerstone common stock converting to as closely as possible, but in no event will exceed 1,237,028, or approximately 65%a maximum of 570,000 shares of Summit common stock after applying the merger consideration.exchange ratio of 228. The merger agreement provides for pro rata adjustments to and reallocation of the stock and cash elections made by First CenturyCornerstone shareholders in order to achieve the 35%a 50% cash and 65%50% stock consideration mix.

The merger consideration is subject to adjustment if Cornerstone’s total shareholders’ equity decreases, as specified under “The Merger Agreement—Shareholders’ Equity” beginning on page 66, and Cornerstone has the right to terminate the merger agreement if Summit’s stock price falls below a certain floor, as specified under “The Merger Agreement—Termination of the Merger Agreement” beginning on page 81.

The number of shares of Summit common stock that First CenturyCornerstone shareholders making a stock election will receive in the merger for each share of First CenturyCornerstone common stock is fixed. The implied value of the stock consideration that First centuryCornerstone shareholders will receive in the merger will change depending on changes in the market price of Summit common stock and will not be known at the time you vote on the merger.merger.

The market value of the stock consideration will fluctuate with the market price of Summit common stock, however, the cash consideration will remain a fixed amount regardless of any change in the market value of the stock consideration. The following table presents the closing prices of Summit common stock on June 1, 2016,September 17, 2019, the last trading day before public announcement of the merger, and on [●], 2016,2019, the last practicable trading day before the distribution of this prospectus and proxy statement. The table also presents the implied value of the stock consideration proposed for each share of First CenturyCornerstone common stock converted into the stock consideration on those dates, as determined by multiplying the closing price of Summit common stock on those dates by the exchange ratio of 1.2433228 provided for in the merger agreement. This table also presents the value of the cash consideration proposed for each share of First CenturyCornerstone common stock converted into the cash consideration, which will remain a fixed amount regardless of any change in the market value of the stock consideration.

The common stock of Summit is listed on the NASDAQ Capital Market. Summit and First CenturyCornerstone urge you to obtain current market quotations for Summit (trading symbol “SMMF”).

The merger of Cornerstone into CFS Merger Sub LLC will be followed by the liquidation of CFS Merger Sub LLC, resulting in Summit Community Bank as the surviving entity. After the liquidation of CFS Merger Sub LLC, Cornerstone Bank will merge with and into Summit Community Bank, which is referred to as the bank merger.

The merger and the bank merger, which together are referred to as the mergers, are intended to be treated as a single integrated transaction qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and holders of First CenturyCornerstone common stock are not expected to recognize any gain or loss for United States federal income tax purposes on the exchange of shares of First CenturyCornerstone common stock for shares of Summit common stock in the merger, except to the extent of the total cash consideration and cash in lieu of any fractional shares of Summit common stock.

At the special meeting of First CenturyCornerstone shareholders to be held on [●], 2016,2019, holders of First CenturyCornerstone common stock will be asked to vote to (1) approve the merger agreement, which is the plan of merger, and (2) approve the adjournment of the special meeting, if necessary or appropriate, in order to further solicit proxies in favor of approval of the merger agreement. Approval of the merger agreement requires the affirmative vote of the holders of a majority of the shares represented and entitled to votevotes cast at the First CenturyCornerstone special meeting at which a quorum is present.

The First CenturyCornerstone board of directors unanimously recommends that holders of First CenturyCornerstone common stock vote “FOR” approval of the merger agreement and “FOR” the approval of the adjournment of the special meeting, if necessary or appropriate, in order to further solicit proxies in favor of the merger agreement.

This prospectus and proxy statement describes the special meeting, the merger,mergers, the documents related to the mergermergers and other related matters. Please carefully read this entire document, including “Risk Factors” beginning on page[●] 17 for a discussion of the risks relating to the proposed mergermergers and owning Summit common stock after the merger.mergers. You also can obtain information about Summit from documents that it has filed with the Securities and Exchange Commission.

Sincerely,

Frank W. WilkinsonLorraine L. Brisell

President and Chief Executive Officer

First Century Bankshares,Cornerstone Financial Services, Inc.

Neither the Securities and Exchange Commission nor any state securities commission or bank regulatory agency has approved or disapproved the Summit common stock to be issued in the merger or passed upon the adequacy or accuracy of this prospectus and proxy statement. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings and deposit accounts of any bank ornon-bank subsidiary of Summit or of First CenturyCornerstone and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this prospectus and proxy statement is [●], 20162019 and it is first being mailed or otherwise delivered to First CenturyCornerstone shareholders on or about [●], 2016.2019.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held On [●], 2019

Notice is hereby given that a special meeting of shareholders of Cornerstone Financial Services, Inc, or Cornerstone, a West Virginia corporation, will be held at [●], located at [●], on [●], 2019, at [●], local time, to consider and vote upon the following matters described in the accompanying prospectus and proxy statement:

1.    A proposal to approve the Agreement and Plan of Merger, dated as of September 17, 2019, by and between Summit Financial Group, Inc., or Summit, a West Virginia corporation, and Cornerstone, which provides for, among other things, the merger of Cornerstone into CFS Merger Sub LLC, a wholly-owned subsidiary of Summit’s wholly-owned subsidiary, Summit Community Bank, Inc., or Summit Community Bank, which we refer to as the merger agreement; and

2.    A proposal to approve the adjournment of the Cornerstone special meeting, on one or more occasions, if necessary or appropriate, to solicit additional proxies in favor of approval of the merger agreement.

The merger agreement is more completely described in the accompanying prospectus and proxy statement, and a copy of the merger agreement is attached asAppendix Ato the prospectus and proxy statement.Please review these materials carefully and consider fully the information set forth therein.

Only holders of record of Cornerstone common stock at the close of business on [●], 2019 will be entitled to notice of, and to vote at, the Cornerstone special meeting and any adjournment thereof. Provided that a quorum exists for the special meeting, approval of the merger agreement requires that the number of votes cast favoring approval of the merger agreement exceeds the number of votes cast opposing approval of the merger agreement. Similarly, approval of any other proposal to be voted on at the Cornerstone special meeting requires the number of votes cast favoring the proposal exceeds the number of votes cast opposing the proposal.

The Cornerstone board of directors has carefully considered the terms of the merger agreement and believes that the merger is in the best interests of Cornerstone and its shareholders. The Cornerstone board of directors has unanimously approved the merger agreement and unanimously recommends that shareholders vote: “FOR” the approval of the merger agreement; and “FOR” the approval of the adjournment of the Cornerstone special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Cornerstone special meeting to approve the proposal to approve the merger agreement.

Directors of Cornerstone have entered into a voting agreement with Summit in which the director has each agreed to vote the shares of Cornerstone common stock that he or she controls and beneficially owns in favor of approval of the merger agreement.

UnderSection 31D-13-1302 of the West Virginia Business Corporation Act, or the WVBCA, Cornerstone has concluded that its shareholders will have appraisal rights in connection with the merger. To exercise appraisal rights, Cornerstone shareholders must strictly follow the procedures prescribed by the laws of West Virginia. These procedures are summarized under the section entitled “The Merger—Dissenters’ or Appraisal Rights” beginning on page 60 of the accompanying prospectus and proxy statement, and Sections31D-13-1301 through31D-13-1331 of the WVBCA, which are attached in the accompanying prospectus and proxy statement asAppendix C.

Your vote is important. Whether or not you plan on attending the Cornerstone special meeting, we urge you to read the prospectus and proxy statement carefully and to please vote your shares as promptly as possible. You may vote your shares by completing and sending in the enclosed proxy card or by attending the Cornerstone special meeting and voting in person. You may revoke your proxy at any time before it is voted by signing and returning a properly executed proxy card with a later date with respect to the same shares, by delivering written notice that you wish to revoke your proxy to Lorraine L. Brisell, at 251 Main Street, West Union, West Virginia 26456 before the Cornerstone special meeting, at the special meeting, or by attending the Cornerstone special meeting and voting in person.

If you beneficially hold your shares through a bank, broker, nominee or other holder of record, you should follow the voting instructions you receive from that holder of record to vote your shares.

By Order of the Board of Directors,

Lorraine L. Brisell

President

West Union, West Virginia [●], 2019

REFERENCES TO ADDITIONAL INFORMATION

This prospectus and proxy statement incorporates by reference important business and financial information about Summit from documents filed with or furnished to the Securities and Exchange Commission, which is referred to as the SEC, that are not included in or delivered with this prospectus and proxy statement.

You can obtain documents incorporated by reference in this prospectus and proxy statement with respect to Summit free of charge through the SEC’s website (http://www.sec.gov) or, by requesting them in writing, or by telephone by contacting Summit or First Century,Cornerstone, as the case may be, at the following addresses:

You will not be charged for any of these documents that you request. First CenturyCornerstone shareholders requestingmust request any of these documents should do sono later than five business days before the Cornerstone special meeting, or by [●], [●], 2016,2019, in order to receive them before theirthe Cornerstone special meeting.

In addition, if you have questions about the merger or the First CenturyCornerstone special meeting, need additional copies of this prospectus and proxy statement, or need to obtain proxy cards or other information related to the proxy solicitation, you may contact J. Ronald Hypes, First Century,Lorraine L. Brisell, President of Cornerstone, at the following address and telephone number:

First Century Bankshares,Cornerstone Financial Services, Inc.

500 Federal251 Main Street

Bluefield,West Union, West Virginia 2470126456

Attention: Lorraine L. Brisell

Telephone: (304) 325-8181873-2401

ABOUT THIS PROSPECTUS AND PROXY STATEMENT

This prospectus and proxy statement, which forms part of a registration statement on FormS-4 filed with the SEC by Summit, constitutes a prospectus of Summit under Section 5 of the Securities Act of 1933, as amended, which is referred to as the Securities Act, with respect to the shares of Summit common stock to be issued to the First CenturyCornerstone shareholders pursuant to the merger. This prospectus and proxy statement also constitutes a proxy statement for First Century.Cornerstone. It also constitutes a notice of meeting with respect to the special meeting of First CenturyCornerstone shareholders.

First CenturyCornerstone does not have a class of securities registered under Section 12 of the Securities and Exchange Act of 1934, as amended, (the “Exchange Act”),referred to as the Exchange Act, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, and accordingly does not file documents or reports with the SEC.

You should rely only on the information contained or incorporated by reference into this prospectus and proxy statement. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this prospectus and proxy statement. This prospectus and proxy statement is dated [●], 2016,2019, and you should assume that the information in this prospectus and proxy statement is accurate only as of such date. You should assume that the information incorporated by reference into this prospectus and proxy statement is accurate as of the date of such document. Neither the mailing of this prospectus and proxy statement to First CenturyCornerstone shareholders nor the issuance by Summit of shares of Summit common stock in connection with the merger will create any implication to the contrary.

Information on the websites of Summit or First Century,Cornerstone, or any subsidiary of Summit or First Century,Cornerstone, is not part of this prospectus and proxy statement. You should not rely on that information in deciding how to vote.

This prospectus and proxy statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this prospectus and proxy statement regarding First CenturyCornerstone has been provided by First CenturyCornerstone and information contained in this prospectus and proxy statement regarding Summit has been provided by Summit.

See “Where You Can Find More Information” on page [●].105.

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i

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QUESTIONS AND ANSWERS

The following are answers to certain questions that you may have regarding the First CenturyCornerstone special meeting and the merger. Summit and First CenturyCornerstone urge you to read carefully the remainder of this prospectus and proxy statement because the information in this section may not provide all the information that might be important to you with respect to the merger or the First CenturyCornerstone special meeting or in determining how to vote, including the risk factors beginning on page[●]17. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this prospectus and proxy statement. Unless the context requires otherwise, references in this prospectus and proxy statement to Summit refer to Summit Financial Group, Inc., a West Virginia corporation, and/or its consolidated subsidiaries, references in this prospectus and proxy statement to First CenturyCornerstone refer to First Century Bankshares,Cornerstone Financial Services, Inc., a West Virginia corporation, and/or its consolidated subsidiaries, and references in this prospectus and proxy statement to “we,” “our” and “us” refer to Summit and First CenturyCornerstone collectively.

Q: What are holders of First CenturyCornerstone common stock being asked to vote on?

A: Holders of First CenturyCornerstone common stock are being asked to vote to approve the Agreement and Plan of Merger, dated as of June 1, 2016,September 17, 2019, between Summit and First Century,Cornerstone, as it may be amended from time to time, referred to as the merger agreement, orand such proposal is referred to as the First CenturyCornerstone merger proposal, and to approve the adjournment of the special meeting, on one or more occasions, if necessary or appropriate, to solicit additional proxies in favor of the First CenturyCornerstone merger proposal, referred to as the First CenturyCornerstone adjournment proposal.

Q: How does the First CenturyCornerstone board of directors recommend I vote at the First CenturyCornerstone special meeting?

A: The First CenturyCornerstone board of directors unanimously recommends that you vote “FOR” the First CenturyCornerstone merger proposal and “FOR” the First CenturyCornerstone adjournment proposal.

Q: When and where is the special meeting of First CenturyCornerstone shareholders?

A: The special meeting of First CenturyCornerstone shareholders will be held on [●], [●], 20162019, at [●] [a./p.m.], local time, at [●], located at [●].

Q: What do holders of First CenturyCornerstone common stock need to do now?

A: After you have carefully read this prospectus and proxy statement and have decided how you wish to vote your shares, please vote your shares as soon as possible. If you are a shareholder of record, to vote by proxy card, indicate on your proxy card how you want your shares to be voted with respect to each of the matters indicated. When complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. If you beneficially hold your shares through a bank, broker, nominee or other holder of record, you should follow the voting instructions you receive from that holder of record to vote your shares.

Submitting your proxy by mail or directing your bank or broker to vote your shares will ensure that your shares are represented and voted at the First CenturyCornerstone special meeting. If you would like to attend the First CenturyCornerstone special meeting to vote your shares in person, see “The First CenturyCornerstone Special Meeting – Meeting—Attending the Special Meeting” beginning on page [●].32.

Q:Q: What votes are required to pass each proposal at the First CenturyCornerstone special meeting?

A: The approval of the Cornerstone merger agreementproposal requires the affirmative vote of the holders of a majority of the shares represented and entitled to votevotes cast at the First CenturyCornerstone special meeting at which a quorum is present. Abstentions and broker non-votes will have the same effect on the outcome of the vote on this proposal as votes against this proposal. The approval of the First CenturyCornerstone adjournment proposal requires the affirmative vote of the holders of a majority of the shares represented and entitled to votevotes cast at the First CenturyCornerstone special meeting. Abstentions, brokernon-votesand broker non-votesany shares that are not voted will have the sameno effect on the outcome of either the vote on thisCornerstone merger proposal as votes against thisor the Cornerstone adjournment proposal.

Q:Q: What constitutes a quorum for the First CenturyCornerstone special meeting?

A: The presence at the First CenturyCornerstone special meeting, in person or by proxy, of the holders of a majority of the First CenturyCornerstone common stock issued and outstanding and entitled to vote will constitute a quorum for the transaction of business. If a quorum is not present, the First CenturyCornerstone special meeting will be postponed until the holders of the number of shares of First CenturyCornerstone common stock required to constitute a quorum attend.is present. If you submit a properly executed proxy card, even if you abstain from voting, your shares of First CenturyCornerstone common stock will be counted for purposes of determining whether a quorum is present at the First CenturyCornerstone special meeting. If additional votes must be solicited to approve the Cornerstone merger agreementproposal and the First CenturyCornerstone adjournment proposal is approved, it is expected that the First CenturyCornerstone special meeting will be adjourned to solicit additional proxies.

Q: Who may solicit proxies on First Century’sCornerstone’s behalf?

A: In addition to solicitation of proxies by First CenturyCornerstone by mail, proxies may also be solicited by First Century’sCornerstone’s directors and employees personally and by telephone, facsimile or other means. For more information on solicitation of proxies in connection with the special meeting of First CenturyCornerstone shareholders, see “The First CenturyCornerstone Special Meeting-Solicitation of Proxies” beginning on page [●].31.

Q: Why is my vote as a holder of First CenturyCornerstone common stock important?

A: If you do not vote by proxy card or vote in person at the First CenturyCornerstone special meeting, it will be more difficult for First CenturyCornerstone to obtain the necessary quorum to hold its special meeting. In addition, approval of the First CenturyCornerstone merger proposal requires the affirmative vote of the holders of a majority of the shares represented and entitled to votevotes cast at the First CenturyCornerstone special meeting at which a quorum is present.The First CenturyCornerstone board of directors recommends that you vote to approve the Cornerstone merger agreement.proposal.Further, due to the importance of the vote to approve theCornerstone merger agreement, First Centuryproposal, Cornerstone is also seeking authority from shareholders through the First CenturyCornerstone adjournment proposal to adjourn the special meeting to a later date, if necessary or appropriate, in order to further solicit proxies in favor of approval of the First CenturyCornerstone merger proposal.

Q: If my shares are held in street name by my broker, will my broker automatically vote my shares for me?

A: No. Your broker cannot vote your shares without instructions from you. You should instruct your broker as to how to vote your shares, following the directions your broker provides to you. Please check the voting form used by your broker. Without instructions, your shares will not be voted, which will have the effect described below.

Q: What if I abstain from voting or fail to vote or fail to instruct my broker or other holder of record how to vote?

A: If you are a record holder of First CenturyCornerstone common stock and you submit a proxy card in which you abstain from voting, the abstention will be counted toward a quorum at the First CenturyCornerstone special meeting, but it will have no effect on the same effect as a vote againstoutcome of the First CenturyCornerstone merger proposal and againstor the First CenturyCornerstone adjournment proposal.

If you are a record holder of First CenturyCornerstone common stock and you fail to vote, it will have no effect on the same effect as a vote againstoutcome of the First CenturyCornerstone merger proposal and againstor the First CenturyCornerstone adjournment proposal.

If your bank, broker, nominee or other holder of record holds your shares of First CenturyCornerstone common stock in “street name,” for each proposal your bank, broker, nominee or other holder of record generally will vote such shares only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker, bank, nominee or other holder of record with this prospectus and proxy statement. Your shares held in “street name” generally will not be voted on any proposal with respect to which you do not provide voting instructions (referred to as brokernon-votes). Brokernon-votes will have the same effect as a vote against the First Century merger proposal, but will have no effect on the outcome of the Cornerstone merger proposal or any other proposal at the First CenturyCornerstone special meeting.

Q: Can I attend the First CenturyCornerstone special meeting and vote my shares in person?

A: Yes. All holders of First CenturyCornerstone common stock, including shareholders of record and shareholders who beneficially own their shares through banks, brokers, nominees or any other holder of record, at the close of business

on [●], 2019, which is the record date for the special meeting, are invited to attend the First CenturyCornerstone special meeting. Holders of record of First CenturyCornerstone common stock as of the record date can vote in person at the First CenturyCornerstone special meeting. If you wish to vote in person at the special meeting and if you are a shareholder of record, you should bring the enclosed proxy card and proof of identity. If you hold your shares in street name, through your broker or beneficially own your shares through another holder of record, you will need to bring with you proof of identity and a letter from your bank, broker, nominee or other holder of record confirming your beneficial ownership of common stock as of the record date (a “written proxy” from your holder of record). At the appropriate time during the special meeting, the shareholders present will be asked whether anyone wishes to vote in person. You should raise your hand at this time to receive a ballot to record your vote. Everyone who attends the special meeting must abide by the rules for the conduct of the meeting distributed at the meeting.

Even if you plan to attend the special meeting, you are encouraged to vote your shares as soon as possible by submitting a properly executed proxy card in the enclosed prepaid envelope.

Q: Will First CenturyCornerstone be required to submit the First CenturyCornerstone merger proposal to its shareholders even if the First CenturyCornerstone board of directors has withdrawn or modified its recommendation?

A: Yes. Unless the merger agreement is terminated before the First CenturyCornerstone special meeting, First CenturyCornerstone is required to submit the First CenturyCornerstone merger proposal to its shareholders even if the First CenturyCornerstone board of directors has withdrawn or modified its recommendation, consistent with the terms of the merger agreement.

Q: If I am a holder of First CenturyCornerstone common stock, can I change or revoke my vote?

A: Yes. If you are a shareholder of record of Cornerstone common stock on the record date, you may change your vote and revoke your proxy by:proxy:

If you hold shares in street name, you must follow your broker’s instructions to change your vote. Any record holder of First CenturyCornerstone common stock, or street name holder with a written proxy from the record holder, entitled to vote in person at the First CenturyCornerstone special meeting may vote in person regardless of whether a proxy has been previously given, but the mere presence of a First CenturyCornerstone shareholder at the special meeting will not constitute revocation of a previously given proxy.

Q: If I am a First CenturyCornerstone shareholder, do I have appraisal or dissenters’ rights?

A: Yes. Under West Virginia law, holders of First CenturyCornerstone common stock will be entitled to exercise appraisal or dissenters’ rights in connection with the First CenturyCornerstone merger proposal. To exercise appraisal rights, First CenturyCornerstone shareholders must strictly follow the procedures prescribed by the laws of West Virginia. These procedures are summarized under the section entitled “The Merger—Dissenters’ or Appraisal Rights” beginning on page [●],60, and Sections31D-13-1301 through31D-13-1331 of the West Virginia Business Corporation Act, which are attached to this prospectus and proxy statement as Appendix C.

Q: If I am a holder of First CenturyCornerstone common stock with shares represented by stock certificates, should I send in my First CenturyCornerstone stock certificates now?

A: No. You should not send in your First CenturyCornerstone stock certificates at this time. After completion of the merger, Summit will send you instructions for exchanging First CenturyCornerstone stock certificates for the merger consideration. The shares of Summit common stock that First CenturyCornerstone shareholders will receive in the merger will be issued in book-entry form.Please do not send in your stock certificates with your proxy card.

Q: Who can I contact if I cannot locate my First CenturyCornerstone stock certificate(s)?

A: If you are unable to locate your original First CenturyCornerstone stock certificate(s), you should contact Computershare Shareholder ServicesLorraine L. Brisell, President of Cornerstone at (800) 368-5948.251 Main Street, West Union, West Virginia 26546, (304)873-2401.

Q: What will I receive for my First CenturyCornerstone common stock?

A: In exchange for each of your shares of First CenturyCornerstone common stock, you may elect to receive (i) 1.2433228 shares of Summit common stock for each share of First CenturyCornerstone common stock held immediately prior to the merger, which is referred to as the stock consideration, (ii) cash in the amount of $22.50$5,700 per share of First CenturyCornerstone common stock, which is referred to as the cash consideration, or (iii) a combination of cash and shares of Summit common stock in accordance with the election procedures set forth in the merger agreement. The stock consideration and the cash consideration are referred to collectively as the merger consideration.

However, the aggregate number of First Century shares of Cornerstone common stock that will be converted for cash consideration will be equal to as closely as possible, but in no event will exceed 666,0922,500 shares, and the aggregate cash consideration will be equal to as closely as possible, but in no event will exceed $14,987,073$14,250,000, or approximately 35%50% of the merger consideration. The aggregate numberremaining 50% of First Century shares that will be converted for stockthe merger consideration will be equalstock consideration consisting of an aggregate of 2,500 shares of Cornerstone common stock converting to as closely as possible, but in no event will exceed 1,237,028, or approximately 65%a maximum of 570,000 shares of Summit common stock after applying the merger consideration.exchange ratio of 228.

No guarantee can be made that you will receive the amount of the cash consideration or the stock consideration you elect. As a result of the proration procedures provided for in the merger agreement, as described in this prospectus and proxy statement, you may receive the stock consideration or the cash consideration in amounts that are different from the amounts you elect to receive.

Q: Is the merger consideration subject to adjustment?

A: Yes. The merger consideration could be subject to downward adjustment if, atas of the earlierlast day of December 31, 2016 orthe second full month immediately preceding the effective time, First Century’sCornerstone’s total adjusted shareholders’ equity is less than $39,664,000.$17,645,000. In such an event, there will be adollar-for-dollar downward adjustment to the aggregate merger consideration equal to the amount of the deficit, allocated proportionately to the cash consideration and stock consideration. If, as of the last day of the second full month immediately prior topreceding the effective time, First Century’sCornerstone’s total adjusted shareholders’ equity is more than $42,118,000,$19,145,000, then First CenturyCornerstone will issue a special distribution in the amount of such excess to its shareholders, subject to certain limitations due to the structure of the merger and the bank mergermergers as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. These potential adjustments are described more fully in this prospectus and proxy statement. See “The Merger Agreement - Agreement—Shareholders’ Equity” beginning on page 66 for further explanation.

In addition, there may be an adjustment to the fixed number of shares of Summit common stock that will be issued to First CenturyCornerstone shareholders based upon changes in the market price of Summit common stock and the NASDAQ Bank Index (IBIX) prior to the closing. However, any changes to the fixed number of shares of Summit common stock will not increase the per share value that First CenturyCornerstone shareholders will receive in the merger from the value calculated using thepre-announcement market price of Summit common stock. Furthermore, the First CenturyCornerstone board of directors may terminate the merger agreement if the average closing price

of Summit common stock falls more than 15% on an actual basis and 15% on a relative basis to the NASDAQ Bank Index (IBIX) prior to the effective time, in which case the merger will not occur, unless Summit agrees to increase the number of shares of Summit common stock to be issued to holders of First CenturyCornerstone common stock.

Q: How do I elect common stock, cash or both?

A: You may indicate a preference to receive Summit common stock, cash or a combination of both in the merger by completing the stock/cash election form and letter of transmittal, referred to herein as the election form, that you will receive under separate cover. You should carefully review the instructions that will be included with the election form. The deadline to make an election is 5:00 p.m. Eastern Time on the 15th20th day following the mailing date of the election form.

Q: How does the merger consideration proration work?

A: Under the merger agreement, the number of shares of First CenturyCornerstone common stock to be converted into cash will equal as closely as possible, but will in no event exceed 35%approximately 50% of the total merger consideration. The remaining shares of First CenturyCornerstone common stock outstanding will be converted into a right to receive shares of Summit common stock that will equal as closely as possible, but will in no event exceed 65%approximately 50% of the merger consideration. In the event that First CenturyCornerstone shareholders elect to receive, in the aggregate, a particular form of consideration in an amount that exceeds the allocation established in the merger agreement, all shareholders who elected to receive such form of consideration will have their election prorated as contemplated in the merger agreement to the extent necessary to cause the aggregate mix of consideration to be equal to as closely as possible, the allocation set forth in the merger agreement. Accordingly, First CenturyCornerstone shareholders may receive a consideration mix that is different from the consideration that they elect to receive. See “The Merger Agreement — Proration Procedures”—Election Procedures; Surrender of Cornerstone Stock Certificates” beginning on page [●]67 for further explanation.

Q: Is the value of the per share consideration that I receive for my shares of First CenturyCornerstone common stock expected to be the same regardless of which election I make?

A: No. The value of the cash consideration will not change and is fixed at $22.50$5,700 per share. However, the value of the stock consideration will vary based on the market price of Summit common stock. There will be no adjustment to the fixed number of shares of Summit common stock that will be issued to First CenturyCornerstone shareholders who receive the stock consideration based upon changes in the market price of Summit common stock or First CenturyCornerstone common stock prior to the effective time of the merger. As a result, the value of the merger consideration received by holders of First CenturyCornerstone common stock who receive the cash consideration may differ from the value of the merger consideration received by holders of First CenturyCornerstone common stock who receive the stock consideration.

The market price of Summit common stock at the time the merger is completed may vary from the price of Summit common stock on the date the merger agreement was executed, on the date of this prospectus and proxy statement, on the date of the First CenturyCornerstone special meeting and at the effective time of the merger as a result of various factors that are beyond the control of Summit and First Century,Cornerstone, including but not limited to, general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. In addition to the adoption and approval of the merger agreement by First CenturyCornerstone shareholders, consummation of the merger is subject to receipt of required regulatory approvals and satisfaction of othercertain conditions that may not occur until after the First CenturyCornerstone special meeting. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 69 for further explanation. Therefore, at the time of the First CenturyCornerstone special meeting you will not know the precise value of the stock consideration, if any, that you will receive at the effective time of the merger. You should obtain current market quotations for shares of Summit common stock.

Q: What happens if I do not make an election or my election form is not received before the election deadline?

A: Any shares of First CenturyCornerstone common stock with respect to which the exchange agent does not receive a properly completed election form by the election deadline, including stock certificate(s) and other transmittal materials, will be treated as no election shares. No election shares will be converted into the right to receive Summit common stock and/or cash according to the allocation procedures specified in the merger agreement. See “The Merger Agreement – Agreement—Merger Consideration” beginning on page [●].65.

Q: How will I receive the merger consideration to which I am entitled?

A: After receiving the proper documentation from you and determining the proper allocations of shares of Summit common stock and cash to be paid or issued to First CenturyCornerstone shareholders, the exchange agent will forward to you the Summit common stock and/or cash to which you are entitled. See “Election“The Merger Agreement—Election Procedures; Surrender of First CenturyCornerstone Stock Certificates” beginning on page [●]. First Century67. Cornerstone shareholders will not receive any fractional shares of Summit common stock in the merger. Instead, they will receive an amount in cash equal to the fractional share interest multiplied by $22.50,$5,700, the per share cash consideration.

Q: When do you expect to complete the merger?

A: Summit and First CenturyCornerstone currently expect to complete the merger during the first quarter of 2017.2020. However, they cannot assure you when or if the merger will occur. Summit and First CenturyCornerstone must, among other things, obtain the approval of First CenturyCornerstone shareholders at its special meeting and satisfy the required regulatory approvalsother conditions described below in “The Merger Agreement—Conditions to Completion of the Merger” beginning on page [●].69.

Q: What happens if the merger is not completed?

A: If the merger is not completed, holders of First CenturyCornerstone common stock will not receive any consideration for their shares in connection with the merger. Instead, First CenturyCornerstone will remain an independent private company. In addition, in certain circumstances, a termination fee may be required to be paid by First Century.Cornerstone. See “The Merger Agreement—Effect of Termination; Termination Fee” beginning on page [●]82 for a complete discussion of the circumstances under which termination fees will be required to be paid.

Q: Who will be soliciting proxies?

A: In addition to soliciting proxies by mail, the directors and certain employees of First Century may be soliciting proxies for the First Century special meeting. See “The First Century Special Meeting—Solicitation of Proxies” beginning on page [●] for more information.

Q: What are the U.S. federal income tax consequences of the merger to First CenturyCornerstone shareholders?

A: The merger is intended towill qualify, and the obligation of Summit and First CenturyCornerstone to consummate the merger is conditioned upon, the receipt of an opinion from their respective legal counsel to the effect that the merger will qualify, as a “reorganization” within the meaning of Section 368(a) of the Code and that First CenturyCornerstone and Summit will each be treated as a party to eachsuch reorganization within the meaning of Section 368(b) of the Code. Neither Summit nor First CenturyCornerstone currently intends to waive this opinion condition to its obligation to consummate the merger. If either Summit or First CenturyCornerstone waives this opinion condition after this prospectus and proxy statement is declared effective by the SEC, and if the tax consequences of the merger to First CenturyCornerstone shareholders have materially changed, Summit and First CenturyCornerstone will recirculate appropriate soliciting materials to resolicit the votes of First CenturyCornerstone shareholders. Assuming that the merger and the bank merger so qualifies as a “reorganization,” which First Century and Summit anticipate,Accordingly, in general, for U.S. federal income tax purposes:

For further information, see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●].85.

The U.S. federal income tax consequences described above may not apply to all holders of First CenturyCornerstone common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

Q: Whom should I call with questions?

A: First CenturyCornerstone shareholders should contact J. Ronald HypesLorraine L. Brisell at First CenturyCornerstone by telephone at (304) 325-8181.873-2401.

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this prospectus and proxy statement, including the matters addressed under the heading “Cautionary Statement Regarding Forward-Looking Statements” on page[●] 28 and the matters described under the caption “Risk Factors” in the Annual Report on Form10-K filed by Summit for the year ended December 31, 2015, First Century2018, Cornerstone shareholders should consider the matters described below in determining whether to approve the merger agreement.

Because the exchange ratio is fixed, fluctuations in the trading price of Summit common stock will change the value of the shares of Summit common stock you receive in the merger.

The exchange ratio is set at 1.2433 shares of Summit common stock228 for each share of First CenturyCornerstone common stock. As a result, the market value of the Summit common stock that First CenturyCornerstone shareholders receive in the merger will depend on the market price of Summit common stock at the time the shares are issued. Because the exchange ratio is fixed, the value of the shares of Summit common stock that will be issued to First CenturyCornerstone shareholders in the merger will depend on the market price of Summit common stock at the time the shares are issued. After the merger, the market value of Summit common stock may decrease and be lower than the market value of Summit common stock that was used in calculating the exchange ratio in the merger. Except as described in this prospectus and proxy statement, there will be no adjustment to the fixed number of shares of Summit common stock that will be issued to First CenturyCornerstone shareholders based upon changes in the market price of Summit common stock or First CenturyCornerstone common stock prior to the closing.

There may be an adjustment to the fixed number of shares of Summit common stock that will be issued to First CenturyCornerstone shareholders based upon changes in the market price of Summit common stock and the NASDAQ Bank Index (IBIX) prior to the closing. However, any changes to the fixed number of shares of Summit common stock will not increase the per share value that First CenturyCornerstone shareholders will receive in the merger from the value calculated using thepre-announcement market price of Summit common stock. Furthermore, the First CenturyCornerstone board of directors may terminate the merger agreement if the average closing price of Summit common stock falls more than 15% on an actual basis and 15% on a relative basis to the NASDAQ Bank Index (IBIX) prior to the closing, in which case the merger will not occur, unless Summit agrees to increase the number of shares of Summit common stock to be issued to holders of First CenturyCornerstone common stock.

The market price of Summit common stock at the time the merger is completed may vary from the price of Summit common stock on the date the merger agreement was executed, on the date of this prospectus and proxy statement and on the date of the First CenturyCornerstone special meeting as a result of various factors that are beyond the control of Summit and First Century,Cornerstone, including, but not limited to, general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. In addition to the approval of the merger agreement by First CenturyCornerstone shareholders, completion of the merger is subject to receipt of required regulatory approvals and satisfaction of othercertain conditions that may not occur until after the First CenturyCornerstone special meeting. See “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 69 for further explanation. Therefore, at the time of the First CenturyCornerstone special meeting First CenturyCornerstone shareholders will not know the precise value of the stock consideration they will receive at the effective time of the merger. First CenturyCornerstone shareholders should obtain current market quotations for shares of Summit common stock.

The elections made by holders of First CenturyCornerstone common stock with respect to the types of merger consideration they would like to receive are subject to proration, and there can be no assurance that a shareholder will receive the type of merger consideration that he, she or it elects.

Each holder of First CenturyCornerstone common stock will be able to elect the type of merger consideration that he, she or it would like to receive for each of his, her or its shares of First CenturyCornerstone common stock, including electing to receive the cash consideration for a portion of his, her or its shares of First CenturyCornerstone common stock and receive the

stock consideration for the remainder of his, her or its shares of First CenturyCornerstone common stock. AWe refer to a share of First CenturyCornerstone common stock for which an election to receive the cash consideration is made we refer to as a cash election share and a share of First CenturyCornerstone common stock for which an election to receive the stock consideration is made we refer to as a stock election share. Shares of First CenturyCornerstone common stock for which no election is made will be deemed to beno-election shares. All such elections are subject to adjustment on a pro rata basis.

The merger agreement provides that the aggregate number of First Century shares of Cornerstone common stock that will be converted for cash consideration will be equal to as closely as possible, 666,0922,500 shares, and the aggregate cash consideration will be equal to as closely as possible, $14,987,073,$14,250,000, or approximately 35%50% of the merger consideration. The aggregate numberremaining 50% of First Century shares that will be converted for stockthe merger consideration will be equalstock consideration consisting of an aggregate of 2,500 shares of Cornerstone common stock converting to as closely as possible, but in no event will exceed

1,237,028, or approximately 65%a maximum of 570,000 shares of Summit common stock after applying the merger consideration.exchange ratio. As a result, all elections may be subject to proration depending on the elections made by other holders of First CenturyCornerstone common stock if the cash consideration (or the stock consideration) is undersubscribed or oversubscribed. Proration will be applied so that ultimately approximately 35%50% of the shares of First CenturyCornerstone common stock are treated as cash election shares and approximately 65%50% of the shares of First CenturyCornerstone common stock are treated as stock election shares.

For example, if the aggregate of the cash consideration payable to holders of cash election shares is in excess of the maximum cash consideration, all of theno-election shares will be treated as stock election shares and a number of cash election shares will be converted into stock election shares until the maximum cash consideration is no longer oversubscribed. If the aggregate of the cash consideration payable to holders of cash election shares is less than the maximum cash consideration, a number ofno-election shares will be treated as cash election shares until the maximum cash consideration is no longer undersubscribed and, if necessary or appropriate, a number of stock election shares will be converted into cash election shares until the maximum cash consideration is no longer undersubscribed.

Accordingly, depending on the elections made by other First CenturyCornerstone shareholders, if a holder of First CenturyCornerstone common stock elects to receive all cash consideration pursuant to the merger, such holder may receive a portion of the merger consideration due to such holder in the form of stock consideration. If a holder of First CenturyCornerstone common stock elects to receive all stock consideration pursuant to the merger, such holder may receive a portion of the merger consideration due to such holder in the form of cash consideration. Holders of First CenturyCornerstone common stock who make an election to receive the stock consideration for some of their shares and the cash consideration for the remainder of their shares may receive different amounts or proportions of the stock consideration and the cash consideration than they elected.

The market price of Summit common stock after the merger may be affected by factors different from those affecting the shares of First CenturyCornerstone or Summit currently.

Upon completion of the merger, holders of First CenturyCornerstone common stock will become holders of Summit common stock. Summit’s business differs from that of First Century,Cornerstone, and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations of each of Summit and First Century.Cornerstone. For a discussion of the businesses of Summit and First CenturyCornerstone and of certain factors to consider in connection with those businesses, see the documents incorporated by reference or described elsewhere in this prospectus and proxy statement.

The integration of the operations of Summit and First CenturyCornerstone may be more difficult, costly or time-consuming than anticipated.

The success of the merger will depend, in part, on Summit’s ability to realize the anticipated benefits and cost savings from successfully combining the businesses of Summit and First CenturyCornerstone and to combine the businesses of Summit and First CenturyCornerstone in a manner that permits growth opportunities and cost savings to be

realized without materially disrupting the existing customer relationships of First CenturyCornerstone or decreasing revenues due to loss of customers. If Summit is not able to achieve these objectives, the anticipated benefits and cost savings of the merger may not be realized fully or at all or may take longer to realize than expected.

It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. The loss of key employees could adversely affect Summit’s ability to successfully conduct its business in the markets in which First CenturyCornerstone now operates, which could have an adverse effect on Summit’s financial results and the value of its common stock. If Summit experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause First CenturyCornerstone to lose customers or cause customers to remove their accounts from First CenturyCornerstone and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of First CenturyCornerstone and Summit during this transition period and for an undetermined period after consummation of the merger.

The success of the merger will also depend on Summit’s ability to:

Summit may fail to realize the cost savings estimated for the merger.

Although Summit estimates that it will realize cost savings of approximately $2.7 million$475,000(pre-tax) annually (excludingone-time costs and expenses associated with the merger with First Century)Cornerstone) from the merger when fully phased in, it is possible that the estimates of the potential cost savings could turn out to be incorrect. For example, the combined purchasing power may not be as strong as expected, and therefore the cost savings could be reduced. In addition, future business developments may require Summit to continue to operate or maintain some facilities or support functions that are currently expected to be combined or reduced. The cost savings estimates also depend on Summit’s ability to combine the businesses of Summit and First CenturyCornerstone in a manner that permits those costs savings to be realized. If the estimates turn out to be incorrect or Summit is not able to combine the two companies successfully, the anticipated cost savings may not be fully realized or realized at all, or may take longer to realize than expected.

Results after the merger may materially differ from the pro forma per share information presented in this prospectus and proxy statement.

Results after the merger of First Century with and into Summit may be materially different from those shown in the pro forma per share information that only show a combination of historical results from Summit and First Century. Merger, integration, restructuring and transaction costs related to the acquisition and combination of the companies are estimated to be in the range of approximately $2-$3 million and could be higher or lower depending on how difficult it will be to integrate Summit and First Century. Furthermore, these charges may decrease capital of the combined company that could be used for profitable, income earning investments in the future.

The unaudited prospective financial information of First Century and Summit included in this prospectus and proxy statement involves risks, uncertainties and assumptions, many of which are beyond the control of First Century and Summit. As a result, it may not prove to be accurate and is not necessarily indicative of current values or future performance.

The unaudited prospective financial information of each of First Century and Summit contained in the sections entitled “The Merger—Certain First Century Unaudited Prospective Financial Information” and “The Merger—Certain Summit Unaudited Prospective Financial Information” of this prospectus and proxy statement involves risks, uncertainties and assumptions and is not a guarantee of future performance. The future financial results of each of First Century and Summit may materially differ from those expressed in the unaudited prospective financial information due to factors that are

beyond such company’s ability to control or predict. No assurances can be made regarding future events or that the assumptions made in preparing the unaudited prospective financial information will accurately reflect future conditions. The internal financial projections were based on numerous variables and assumptions that are inherently subjective, and depend on a number of factors, including but not limited to, risks and uncertainties relating to the businesses of First Century and Summit (including the ability of each to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions, and other factors described or incorporated by reference in this section or the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” all of which are uncertain and many of which are beyond the control of First Century and Summit, and, if the merger is completed, will be beyond the control of the combined company. Each company cannot provide any assurance that its future financial results, or if the merger is completed, those of the combined company, will not materially vary from the unaudited prospective financial information. The unaudited prospective financial information covers multiple years, and the information by its nature becomes subject to greater uncertainty with each successive year. The unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared.

The merger with First CenturyCornerstone may distract management of Summit from its other responsibilities.

The acquisition of First CenturyCornerstone could cause the management of Summit to focus its time and energies on matters related to the acquisition that otherwise would be directed to the business and operations of Summit. Any such distraction on the part of management, if significant, could affect its ability to service existing business and develop new business and adversely affect the business and earnings of Summit.

If the merger is not completed, Summit and First CenturyCornerstone will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of Summit and First CenturyCornerstone has incurred and will continue to incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this prospectus and proxy statement and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, Summit and First CenturyCornerstone would have to recognize these expenses without realizing the expected benefits of the merger.

First CenturyCornerstone shareholders will have less influence as shareholders of Summit than as shareholders of First Century.Cornerstone.

First CenturyCornerstone shareholders currently have the right to vote in the election of the board of directors of First CenturyCornerstone and on other matters affecting First Century.Cornerstone. Following the merger, the shareholders of First CenturyCornerstone as a group will own approximately 12.41%4.4% of the combined organization. When the merger occurs, each First CenturyCornerstone shareholder that receives shares of Summit common stock will become a shareholder of Summit with a percentage ownership of the combined organization much smaller than such shareholder’s percentage ownership of First Century.Cornerstone. Because of this, First CenturyCornerstone shareholders will have less influence on the management and policies of Summit than they now have on the management and policies of First Century.Cornerstone.

Some of the directors and executive officers of First CenturyCornerstone may have interests in the merger that differ from the interests ofnon-director ornon-management shareholders.

The interests of some of the directors and executive officers of First CenturyCornerstone may be different from those of holders of First CenturyCornerstone common stock, and directors and executive officers of First CenturyCornerstone may be participants in arrangements that are different from, or in addition to, those of holders of First CenturyCornerstone common stock. These interests are described in more detail in the section entitled “The Merger—Interests of Certain First CenturyCornerstone Directors and Executive Officers in the Merger” beginning on page [●].62.

The fairness opinion delivered to the First CenturyCornerstone board of directors by First Century’sCornerstone’s financial advisor prior to the signing of the merger agreement will not reflect changes in circumstances between signingoccurring after the merger agreement and the completiondate of the merger.such opinion.

The opinion of Sandler O’Neill, First Century’sDavidson, Cornerstone’s financial advisor, to the First CenturyCornerstone board of directors, was delivered on, and was dated, June 1, 2016.September 17, 2019. Changes in the operations and prospects of First CenturyCornerstone or Summit, general market and economic conditions and other factors that may be beyond the control of First CenturyCornerstone and Summit may alter the value of First CenturyCornerstone or Summit or the prices of shares of First CenturyCornerstone common stock or Summit common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. The opinion is included as Appendix B to this prospectus and proxy statement. For a

description of the opinion, please refer to “The Merger – Merger—Opinion of First Century’sCornerstone’s Financial Advisor” on page [●].42. For a description of the other factors considered by First Century’sCornerstone’s board of directors in determining to approve the merger, please refer to “The Merger –RecommendationMerger—Cornerstone’s Reasons for the Merger; Recommendation of the First CenturyCornerstone Board of Directors” on page [●].37.

The merger agreement limits First Century’sCornerstone’s ability to pursue an alternative acquisition proposal and requires First CenturyCornerstone to pay a termination fee of $1,300,000$1,282,500 under limited circumstances relating to alternative acquisition proposals.

The merger agreement prohibits First CenturyCornerstone from soliciting, initiating, or encouraging certain alternative acquisition proposals with any third party, subject to exceptions set forth in the merger agreement. See “The Merger Agreement—Acquisition Proposals” on page [●].73. The merger agreement also provides for the payment by First Century

Cornerstone of a termination fee in the amount of $1,300,000$1,282,500 in the event that the other party terminates the merger agreement for certain reasons. These provisions might discourage a potential competing acquiroracquirer that might have an interest in acquiring all or a significant part of First CenturyCornerstone from considering or proposing such an acquisition. See “Merger Agreement—Termination Fee” on page [●].82.

The merger will not be completed unless important conditions are satisfied.

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. If the conditions are not satisfied or waived, to the extent permitted by law or stock exchange rules, the merger will not occur or will be delayed and each of Summit and First CenturyCornerstone may lose some or all of the intended benefits of the merger. The following conditions, in addition to other closing conditions, must be satisfied or waived, if permissible, before Summit and First CenturyCornerstone are obligated to complete the merger:

The required regulatory approvals may not be obtained, or may impose burdensome conditions, or may not be received in a timely fashion.

Completion of the merger is conditioned upon the receipt of certain regulatory approvals, including the expiration or termination of the applicable waiting periods. The initial filings with the FDIC, WV DFI and the Federal Reserve were made on October 9, 2019. Although Summit and Cornerstone have agreed in the merger agreement to use their reasonable best efforts to obtain the required regulatory approvals, there can be no assurance that these approvals will be obtained or will be obtained in a timely fashion. In addition, the governmental entities from which these approvals are required may impose conditions on the completion of the merger or require changes to the terms of the merger. While Summit and Cornerstone do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of jeopardizing or delaying completion of the merger or reducing the anticipated benefits of the merger. If Summit agrees to any material conditions in order to obtain any approvals required to complete the merger, the business and results of operations of the combined company may be adversely affected.

Some of the conditions to the merger may be waived by Summit or First CenturyCornerstone without resoliciting shareholder approval of the merger agreement.

Some of the conditions set forth in the merger agreement may be waived by Summit or First Century,Cornerstone, subject to the agreement of the other party in specific cases. See “The Merger Agreement—Conditions to Completion of the Merger.”Merger” on page 69. If any conditions are waived, First CenturyCornerstone will evaluate whether an amendment of this prospectus and proxy statement and resolicitation of proxies is warranted. In the event that the board of directors of First CenturyCornerstone determines that resolicitation of shareholders is not warranted, Summit and First CenturyCornerstone will have the discretion to complete the transaction without seeking further First CenturyCornerstone shareholder approval.

Termination of the merger agreement could negatively impact First Century.Cornerstone.

If the merger agreement is terminated, there may be various consequences. For example, First Century’sCornerstone’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the

focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. If the merger agreement is terminated and the First CenturyCornerstone board of directors seeks another merger or business combination, First CenturyCornerstone shareholders cannot be certain that First CenturyCornerstone will be able to find a party willing to pay the equivalent or greater consideration than that which Summit has agreed to pay in the merger. In addition, if the merger agreement is terminated under certain circumstances, including circumstances involving a change in recommendation by First Century’sCornerstone’s board of directors, First CenturyCornerstone may be required to pay Summit a termination fee of $1,300,000,$1,282,500, which could have an adverse effect on First Century’sCornerstone’s financial condition.

Failure to complete the merger could negatively affect the market price of First CenturyCornerstone common stock.

If the merger is not completed for any reason, First CenturyCornerstone will be subject to a number of material risks, including the following:

The shares of Summit common stock to be received by First CenturyCornerstone shareholders as a result of the merger will have different rights from the shares of First CenturyCornerstone common stock.

Upon completion of the merger, First CenturyCornerstone shareholders who receive Summit common stock will become Summit shareholders and their rights as shareholders will be governed by the Summit’s articles of incorporation and the Summit’s bylaws. The rights associated with First CenturyCornerstone common stock are different from the rights associated with Summit common stock.stock, and, in some cases may be less favorable. For example, Cornerstone shareholders currently elect each member of their board of directors at each annual meeting of Cornerstone shareholders. Upon completion of the merger, Cornerstone shareholders will hold Summit common stock that provides that the members of only one of three classes of directors are elected at each annual meeting of Summit shareholders, which could have an anti-takeover effect and may delay, discourage or prevent an attempted acquisition or change in control of Summit. Please see “Comparative Rights of Shareholders” beginning on page [●]97 for a discussion of the different rights associated with Summit common stock.

First CenturyCornerstone will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on First Century.Cornerstone. These uncertainties may impair First Century’sCornerstone’s ability to attract, retain and motivate strategic personnel until the merger is consummated, and could cause customers and others that deal with First CenturyCornerstone to seek to change existing business relationships with First Century.Cornerstone. Experienced employees in the financial services industry are in high demand, and competition for their talents can be intense. Employees of First CenturyCornerstone may experience uncertainty about their future role with the surviving corporation until, or even after, strategies with regard to the combined company are announced or executed. If strategic First CenturyCornerstone employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the surviving

corporation, First Century’sCornerstone’s business following the merger could be harmed. In addition, the merger agreement restricts First CenturyCornerstone from making certain acquisitions and taking other specified actions until the merger occurs without the consent of Summit. These restrictions may prevent First CenturyCornerstone from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement – Agreement—Conduct of Business Pending the Merger” on page [●].76.

If the merger and the bank merger do not constitute a reorganization under Section 368(a) of the Code, then each First CenturyCornerstone shareholder may be responsible for payment of U.S. income taxes related to the merger.

TheAs structured, Cornerstone believes that the merger and bank merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However, the United States Internal Revenue Service, or the IRS, may determine that the merger and the bank merger do not qualify as a nontaxable reorganization under Section 368(a) of the Code. In that case, each First CenturyCornerstone shareholder would recognize a gain or loss equal to the difference between the (i) the sum of the fair market value of Summit common stock and the amount of cash consideration, if any, received by the First CenturyCornerstone shareholder in the merger (or as a result of validly exercising that shareholder’s appraisal rights) and (ii) the First CenturyCornerstone shareholder’s adjusted tax basis in the shares of First CenturyCornerstone common stock exchanged therefor. In addition, Cornerstone would also recognize gain or loss on the transfer of its assets in connection with the merger.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF SUMMIT

The following table summarizes selected historical consolidated financial data of Summit for the periods and as of the dates indicated. This information has been derived from Summit’s consolidated financial statements filed with the SEC. Historical financial data as of and for the six months ended June 30, 20162019 and June 30, 20152018 are unaudited and include, in management’s opinion, all normal recurring adjustments considered necessary to present fairly the results of operations and financial condition of Summit. You should not assume the results of operations for past periods and for the six months ended June 30, 20162019 and June 30, 20152018 indicate results for any future period.

You should read this information in conjunction with Summit’s consolidated financial statements and related notes thereto included in Summit’s Annual Report on Form10-K as of and for the year ended December 31, 2015,2018, and in Summit’s Quarterly Report on Form10-Q as of and for the six months ended June 30, 2016,2019, which are incorporated by reference into this prospectus and proxy statement. See “Where You Can Find More Information” beginning on page [●]105 of this prospectus and proxy statement.

Summit - Historical Financial Information