As filed with the Securities and Exchange Commission on January 11,February 16, 2018.

RegistrationNo. 333-            333-222512

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1

TO THE

FORMS-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CB Financial Services, Inc.

(Exact name of registrant as specified in its charter)

100 North Market Street

Carmichaels, Pennsylvania 15320

(724)966-5041

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Barron P. McCune, Jr.

Chief Executive Officer

100 North Market Street

Carmichaels, Pennsylvania 15320

(724)966-5041

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement and the conditions to the consummation of the merger described herein have been satisfied or waived.

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 check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark whether the registrant has elected not to use the extended transition period for complying with 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 which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained in this joint proxy statement/prospectus is subject to completion or amendment. A registration statement relating to the shares of CB Financial Services, Inc. common stock to be issued in the merger 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 joint proxy statement/prospectus 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 is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS,

SUBJECT TO COMPLETION, DATED JANUARY 11,FEBRUARY 16, 2018

PROXY STATEMENT/PROSPECTUS		PROXY STATEMENT

MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

On November 16, 2017, CB Financial Services, Inc. (“CB”) and First West Virginia Bancorp, Inc. (“First West Virginia”) entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) pursuant to which First West Virginia will merge with and into CB, with CB as the surviving entity (which we refer to as the “merger”). Immediately following the merger, Progressive Bank, National Association (“Progressive Bank”), the wholly-owned subsidiary of First West Virginia, will merge with and into Community Bank, the wholly-owned subsidiary of CB, with Community Bank as the surviving entity (which we refer to as the “bank merger”). Before we can complete the merger, the stockholders of CB and of First West Virginia must vote to approve the merger agreement.

If the merger is completed, First West Virginia stockholders will be entitled to elect to receive for each share of First West Virginia common stock that they own: (1) $28.50 in cash or (2) 0.9583 shares of CB common stock. First West Virginia stockholders may receive cash, CB common stock, or a combination of cash and CB common stock for their shares of First West Virginia common stock. However, individual elections will be limited by the requirement that 80% of the total shares of First West Virginia common stock must be exchanged for CB common stock and 20% must be exchanged for cash. Therefore, the amount of CB common stock and/or cash that each First West Virginia stockholder receives will depend on the elections made by other First West Virginia stockholders. Based upon the 1,718,730 shares of First West Virginia common stock outstanding as of ,February 28, 2018, CB expects to pay approximately $9.8 million in cash and issue approximately 1,317,647 shares of CB common stock upon completion of the merger. The federal income tax consequences of the merger to First West Virginia stockholders will depend on whether they receive cash, CB common stock or a combination of cash and CB common stock in exchange for their shares of First West Virginia common stock. The merger has been structured to betax-free for federal income tax purposes to First West Virginia stockholders with respect to any shares of CB common stock that they receive in exchange for their shares of First West Virginia common stock.

CB’s common stock trades on the Nasdaq Stock Market under the symbol “CBFV.” The closing price of CB common stock on November 15, 2017, the trading day before the proposed merger was publicly announced, was $30.44, which, based on the 0.9583 exchange ratio, represented a value of $29.17 per share of First West Virginia common stock. The closing price of CB common stock on ,February 15, 2018, the most recent practicable trading date before the date of this document, was $$30.55 per share, which represented a value of $$29.28 per share of First West Virginia common stock based on the exchange ratio. The market prices for both CB common stock and First West Virginia common stock will fluctuate before the merger. We urge you to obtain current market quotations for both CB common stock and First West Virginia common stock (OTCQX: trading symbol “FWVB”).

The affirmative vote of a majority of the votes cast at a meeting of CB stockholders at which a majority of the outstanding shares of CB common stock is present is required to approve the merger agreement and the transactions contemplated thereby, including the issuance of CB common stock to First West Virginia stockholders. CB stockholders will vote on the merger agreement and the other matters described in this joint proxy statement/prospectus at a special meeting of stockholders to be held at :    .m.4:00 p.m., local time, on ,April 11, 2018 at ,                     ,                     ,the Hampton Inn, 227 Greene Plaza, Waynesburg, Pennsylvania.

CB’s board of directors unanimously recommends that CB stockholders vote “FOR” the approval of the merger agreement proposal and “FOR” the other matters to be considered at the CB special meeting.

The affirmative vote of a majority of the votes cast at a meeting of First West Virginia stockholders at which a majority of the outstanding shares of First West Virginia common stock is present is required to approve the merger agreement. First West Virginia stockholders will vote to adoptapprove the merger agreement and on the other matters described in this joint proxy statement/prospectus at a special meeting of stockholders to be held at :    .m.11:00 a.m., local time, on ,April 11, 2018 at ,                     ,                     ,First West Virginia’s corporate office at 590 National Road, Wheeling, West Virginia.

First West Virginia’s board of directors unanimously recommends that First West Virginia stockholders vote “FOR” the adoptionapproval of the merger agreement and “FOR” the other matters to be considered at the First West Virginia special meeting.

This document contains information that you should consider in evaluating the proposed merger. In particular, you should carefully read the section captioned “Risk Factors”“Risk Factors” beginning on page 9 for a discussion of certain risk factors relating to the merger. You may also obtain additional information about CB and First West Virginia as described under the section entitled “Where You Can Find More Information.”

We look forward to seeing you at the stockholder meetings and we appreciate your continued support.

The shares of CB common stock to be issued in the merger are not deposits or savings accounts or other obligations of any bank subsidiary of CB or of First West Virginia, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the merger described in this document or the CB common stock to be issued in the merger, or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense.

The date of this joint proxy statement/prospectus is             , 2018, and it is first being mailed or otherwise delivered to stockholders of CB and of First West Virginia on or about ,March 9, 2018.

ABOUT THIS DOCUMENT

This joint proxy statement/prospectus forms part of a registration statement on FormS-4 filed with the Securities and Exchange Commission by CB and constitutes a prospectus of CB under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”) with respect to the shares of CB common stock to be issued to First West Virginia stockholders pursuant to the merger agreement. This document also constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), and a notice of meeting with respect to the special meeting of stockholders of CB and the special meeting of stockholders of First West Virginia.

REFERENCES TO ADDITIONAL INFORMATION

This document incorporates by reference important business and financial information about CB from documents that are not included in or delivered with this document.

You can obtain documents incorporated by reference in this document free of charge through the Securities and Exchange Commission website (www.sec.gov) or by requesting them in writing or by telephone from CB at the following address:

CB Financial Services, Inc.

100 North Market Street

Carmichaels, Pennsylvania 15320

Attention: Deborah Sabocheck, Corporate Secretary

You will not be charged for any of these documents that you request. CB stockholders requesting documents should do so by ,April 4, 2018, in order to receive them before their special meeting. First West Virginia stockholders requesting documents should do so by ,April 4, 2018, in order to receive them before their special meeting.

You should rely only on the information contained in this document. Neither CB nor First West Virginia has authorized anyone to give any information or make any representation about the merger or the companies that is different from, or in addition to, that contained in this joint proxy statement/prospectus or in any of the materials that have been incorporated in this joint proxy statement/prospectus by reference. Therefore, if anyone does givegives you different information, of this sort, you should not rely on it. This document is dated             , 2018. You should not assume that the information contained in this document is accurate as of any other date. Neither the mailing of this document to either CB stockholders or First West Virginia stockholders nor the issuance by CB of its common stock in connection with the merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, to or from any person in any jurisdiction where it is unlawful to make any such offer or solicitation. Information contained in this document regarding CB has been provided by CB and information contained in this document regarding First West Virginia has been provided by First West Virginia.

Information on the website of CB or First West Virginia, or any subsidiary of CB or First West Virginia, is not part of this document. You should not rely on that information in deciding how to vote.

See “Where You Can Find More Information” on page 124.131.

100 North Market Street

Carmichaels, Pennsylvania 15320

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

A special meeting of stockholders of CB Financial Services, Inc. (“CB”) will be held at ,                     ,                     ,the Hampton Inn, 227 Greene Plaza, Waynesburg, Pennsylvania, at :     .m.4:00 p.m., local time, on ,Wednesday, April 11, 2018.

At the special meeting, you will be asked to:

A copy of the Agreement and Plan of Merger (which we refer to as the “merger agreement”) is included as Appendix A to the joint proxy statement/prospectus. The joint proxy statement/prospectus describes the merger agreement and the proposed merger in detail. We urge you to read it carefully. The joint proxy statement/prospectus forms a part of this notice.

The board of directors of CB unanimously recommends that CB stockholders vote “FOR” the approval of the merger agreement proposal and “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies to vote in favor of the merger agreement proposal.

CB’s board of directors has fixed the close of business on ,February 28, 2018 as the record date for determining the stockholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting.

Your vote is very important. Your proxy is being solicited by CB’s board of directors. The proposal to approve the merger agreement must be approved by the affirmative vote of a majority of the votes cast at a meeting of CB stockholders at which a majority of the outstanding shares of CB common stock is present. Whether or not you plan to attend the special meeting in person, we urge you to vote in advance of the meeting by internet, telephone or mail. You should follow the instructions on the proxy card that accompanies this joint proxy statement/prospectus or the voting instruction card that you receive from your bank or broker. You may revoke your proxy at any time before the special meeting. If you attend the special meeting and vote in person, your proxy vote will not be used.

If you have questions about the special meeting, or if you need assistance with voting, please contact our proxy solicitation agent, Alliance Advisors LLC, at (855)486-7903 (toll free).

Carmichaels, Pennsylvania

            ,March 9, 2018

1701 Warwood Avenue

Wheeling, West Virginia 26003

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

A special meeting of stockholders of First West Virginia Bancorp, Inc. will be held at ,                     ,                     ,First West Virginia’s corporate office at 590 National Road, Wheeling, West Virginia, at :    .m.11:00 a.m., local time, on ,Wednesday, April 11, 2018.

At the special meeting, you will be asked to:

A copy of the Agreement and Plan of Merger (which we refer to as the “merger agreement”) is included as Appendix A to the joint proxy statement/prospectus. The joint proxy statement/prospectus describes the merger agreement and the proposed merger in detail. We urge you to read it carefully. The joint proxy statement/prospectus forms a part of this notice.

The board of directors of First West Virginia Bancorp, Inc. unanimously recommends that First West Virginia stockholders vote “FOR” the proposal to approve the merger agreement and “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies to vote in favor of the merger agreement.

You are entitled to dissent to the merger and receive payment for the fair value of your shares if you comply with all requirements of Sections31D-13-1301 through31D-13-1331 of the West Virginia Business Corporation Act (the “WVBCA”). We have included a copy of Sections31D-13-1301 through31D-13-1331 of the WVBCA as Appendix D to the attached joint proxy statement/prospectus, and a summary of these provisions can be found under the section of the joint proxy statement/prospectus entitled “Appraisal Rights of First West Virginia Stockholders.”

First West Virginia’s board of directors has fixed the close of business on ,February 28, 2018 as the record date for determining the stockholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting.

Your vote is very important. Your proxy is being solicited by First West Virginia’s board of directors. In order to complete the proposed merger, the proposal to approve the merger agreement must be approved by a majority of the votes cast at a meeting of First West Virginia stockholders at which a majority of the outstanding shares of First West Virginia common stock is present. Whether or not you plan to attend the special meeting in person, we urge you to vote in advance of the meeting by internet, telephone or mail. You should follow the instructions on the proxy card that accompanies this joint proxy statement/prospectus or the voting instruction card that you receive from your bank or broker. You may revoke your proxy at any time before the special meeting. If you attend the special meeting and vote in person, your proxy vote will not be used.

If you have questions about the special meeting, or if you need assistance with voting, please contact our proxy solicitation agent, Alliance Advisors LLC, at (855) 486-7903 (toll free).

Wheeling, West Virginia

            ,March 9, 2018

TABLE OF CONTENTS

i

ii

iii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

General Questions about the Merger

Questions for CB Stockholders

Questions for First West Virginia Stockholders

A:

After you have carefully read and considered the information contained in this document, please complete, sign, date and mail your proxy card in the enclosed return envelope as soon as possible, or vote by telephone or internet by following the instructions in the enclosed proxy card. This will enable your shares to be represented at the special meeting. You may also vote in person at the special meeting of First West Virginia stockholders. If you sign, date and send in your proxy card, but you do not indicate how you want to vote, your proxy will be voted in favor of approval of the merger agreement. You may change your vote or revoke your proxy before the special meeting by filing a duly executed revocation of proxy with the Corporate Secretary of First West Virginia, submitting a new proxy card with a later date, or voting in person at the special meeting.

SUMMARY

This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information important to you. To understand the merger more fully, you should read this entire document carefully, including the attached appendices.

The Companies

CB Financial Services, Inc.

100 North Market Street

Carmichaels, Pennsylvania 15320

(724)966-5041

CB Financial Services, Inc., a Pennsylvania corporation incorporated in February 2005, is a bank holding company headquartered in Carmichaels, Pennsylvania. CB’s common stock is quoted on the Nasdaq Global Market under the symbol “CBFV.” CB conducts its operations primarily through its wholly owned subsidiary, Community Bank, a Pennsylvania-chartered commercial bank. Community Bank operates through its main office in Carmichaels, Pennsylvania, and fifteen branch offices in Greene, Allegheny, Washington and Fayette Counties in southwestern Pennsylvania. Community Bank is a community-oriented institution offering residential and commercial real estate loans, commercial, industrial, agricultural and consumer loans as well as a variety of deposit products for individuals and businesses in its market area. Community Bank has one subsidiary, Exchange Underwriters, Inc., which is a full-service, independent insurance agency that offers property and casualty, commercial liability, surety and other insurance products. At September 30, 2017, CB, on a consolidated basis, had total assets of $908.3 million, total deposits of $762.4 million and stockholders’ equity of $93.2 million.

First West Virginia Bancorp, Inc.

1701 Warwood Avenue

Wheeling, West Virginia 26003

(304)277-1101

First West Virginia is a West Virginia corporation incorporated in July 1973 and headquartered in Wheeling, West Virginia. First West Virginia’s common stock is quoted on the OTCQX under the symbol “FWVB.” First West Virginia offers a full line of business-related loan, deposit and cash management products through its wholly-owned subsidiary Progressive Bank, National Association (“Progressive Bank”). Progressive Bank is a community bank and operates eight full-service branch offices, including seven offices in West Virginia and one office in Ohio. As of September 30, 2017, First West Virginia had total assets of $343.1 million, total deposits of $285.4 million, and stockholders’ equity of $33.6  million.

Special Meeting of CB Stockholders; Required Vote (page 20)

A special meeting of CB stockholders is scheduled to be held at ,                     ,                     ,the Hampton Inn, 227 Greene Plaza, Waynesburg, Pennsylvania at :     .m.4:00 p.m., local time, on ,April 11, 2018. At the special meeting, CB stockholders will be asked to vote on (i) a proposal to approve the merger agreement between CB and First West Virginia and the transactions contemplated thereby, including the issuance of CB common stock to First West Virginia stockholders, and (ii) a proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the merger agreement. Only CB stockholders of record as of the close of business on ,February 28, 2018 are entitled to notice of and to vote at the CB special meeting and any adjournments or postponements of the meeting.

Approval of the merger agreement proposal by CB stockholders requires the affirmative vote of a majority of the votes cast at a meeting of CB stockholders at which a majority of the outstanding shares of CB common stock is present. As of the ,February 28, 2018 record date, there were 4,096,452 shares of CB common stock issued and outstanding. As of September 30, 2017, directors and executive officers of CB (and their affiliates), as a group, beneficially owned 398,399 shares of CB common stock (excluding shares that may be acquired upon the exercise of stock options), representing 9.75% of the outstanding shares of CB common stock.

Special Meeting of First West Virginia Stockholders; Required Vote (page 22)

A special meeting of First West Virginia stockholders is scheduled to be held at ,                     ,                     ,First West Virginia’s corporate office at 590 National Road, Wheeling, West Virginia at :    .m.11:00 a.m., local time, on ,April 11, 2018. At the special meeting, First West Virginia stockholders will be asked to vote on (i) a proposal to approve the merger agreement between CB and First West Virginia, and (ii) a proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the merger agreement. Only First West Virginia stockholders of record as of the close of business on ,February 28, 2018 are entitled to notice of and to vote at the First West Virginia special meeting and any adjournments or postponements of the meeting.

Approval of the merger agreement requires the affirmative vote of a majority of the votes cast at a meeting of First West Virginia stockholders at which a majority of the outstanding shares of First West Virginia common stock is present. As of the ,February 28, 2018 record date, there were 1,718,730 shares of First West Virginia common stock issued and outstanding. As of September 30, 2017, directors and executive officers of First West Virginia (and their affiliates), as a group, beneficially owned 270,444 shares of First West Virginia common stock, representing 15.7% of the outstanding shares of First West Virginia common stock. The directors of First West Virginia have collectively agreed to vote 256,669 shares of First West Virginia common stock over which they have sole voting power (14.9% of the issued and outstanding shares of First West Virginia common stock as of September  30, 2017) in favor of the merger agreement at the special meeting.

The Merger and the Merger Agreement (page 28)

The merger of First West Virginia with and into CB is governed by the merger agreement, which is attached asAppendix A to this joint proxy statement/prospectus. The merger agreement provides that if all of the conditions are satisfied or waived, First West Virginia will be merged with and into CB, with CB as the surviving entity. We encourage you to read the merger agreement.

What Will First West Virginia Stockholders Receive in the Merger (page 55)

The merger agreement provides that each First West Virginia stockholder will be entitled to elect to receive for each share of First West Virginia common stock that they own: (1) $28.50 in cash or (2) 0.9583 shares of CB common stock. However, individual elections will be limited by the requirement in the merger agreement that 80% of the total shares of First West Virginia common stock is exchanged for CB common stock and 20% is exchanged for cash. Therefore, allocations of CB common stock and cash that a First West Virginia stockholder receives will depend on the elections made by other First West Virginia stockholders.

Appraisal Rights (page 25)

Under West Virginia law, the holders of First West Virginia common stock are entitled to dissent from approval of the merger agreement and to receive the fair value of their shares if the merger is consummated, provided they follow certain procedures. These procedures are described at page 25 in the section entitled “Appraisal Rights of First West Virginia Stockholders” and set forth inAppendix D to this joint proxy statement/prospectus.

Comparative Market Prices (page 19)

The following table shows the closing price per share of CB common stock, the closing price per share of First West Virginia common stock, and the equivalent price per share of First West Virginia common stock, giving effect to the merger, on November 15, 2017, which is the last day on which shares of CB common stock traded preceding the public announcement of the proposed merger, and on ,February 15, 2018, the most recent practicable date before the printing of this document. The equivalent price per share of First West Virginia common stock was computed by multiplying the price of a share of CB common stock by the 0.9583 exchange ratio. See the section of this joint proxy statement/prospectus entitled “Description of the Merger—Consideration to be Received in the Merger” for more information.

Recommendation of CB Board of Directors (page 31)

The CB board of directors has unanimously approved the merger agreement and the proposed merger, including the proposed issuance of shares of CB common stock to First West Virginia stockholders in exchange for their shares of First West Virginia common stock pursuant to the terms of the merger agreement. The CB board of directors believes that the merger agreement, including the issuance of CB common stock contemplated by the merger agreement, is fair to, and in the best interests of, CB and its stockholders, and thereforeunanimously recommends that CB stockholders vote “FOR” the approval of the merger agreement proposal. In reaching this decision, CB’s board of directors considered many factors, which are described in the section captioned “Description of the Merger—CB’s Reasons for the Merger; Recommendation of CB’s Board of Directors.”

Opinion of CB’s Financial Advisor (page 32)

In connection with the merger, CB’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated November 16, 2017, to the CB board of directors as to the fairness, from a financial point of view and as of the date of the

opinion, to CB of the aggregate merger consideration in the proposed merger. The full text of KBW’s opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached asAppendix B to this joint proxy statement/prospectus.The opinion was for the information of, and was directed to, the CB board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of CB to engage in the merger or enter into the merger agreement or constitute a recommendation to the CB board of directors in connection with the merger, and it does not constitute a recommendation to any holder of CB common stock or any stockholder of any other entity as to how to vote in connection with the merger or any other matter.

Recommendation of First West Virginia Board of Directors (page 41)

The First West Virginia board of directors has unanimously approved the merger agreement and the proposed merger. The First West Virginia board of directors believes that the merger agreement, including the merger contemplated by the merger agreement, is fair to, and in the best interests of, First West Virginia and its stockholders, and thereforeunanimously recommends that First West Virginia stockholders vote “FOR” the proposal to approve the merger agreement. In reaching this decision, First West Virginia’s board of directors considered many factors, which are described in the section captioned “Description of the Merger—First West Virginia’s Reasons for the Merger; Recommendation of First West Virginia’s Board of Directors.”

Opinion of First West Virginia’s Financial Advisor (page 43)

In connection with the merger, First West Virginia’s financial advisor, D.A. Davidson & Co. (“D.A. Davidson”), delivered a written opinion, dated November 16, 2017, to the First West Virginia board of directors as to the fairness, from a financial point of view and as of the date of the opinion, of the aggregate merger consideration in the proposed merger to holders of First West Virginia common stock. The full text of D.A. Davidson’s opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by D.A. Davidson in preparing the opinion, is attached asAppendix C to this document.The opinion was for the information of, and was directed to, the First West Virginia board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of First West Virginia to engage in the merger or enter into the merger agreement or constitute a recommendation to the First West Virginia board of directors in connection with the merger, and it does not constitute a recommendation to any holder of First West Virginia common stock or any stockholder of any other entity as to how to vote in connection with the merger or any other matter.

Regulatory Approvals (page 62)

The merger cannot be completed unless it is approved by the Federal Deposit Insurance Corporation (the “FDIC”) and the Pennsylvania Department of Banking and Securities (the “Pennsylvania Banking Department”). In addition, the merger cannot be completed without the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) pursuant to the Bank Holding Company Act, or a waiver ofby the Federal Reserve of any requirement for an application, and thenon-objection of the West Virginia Division of Financial Institutions. CB has filed the required applications with the FDIC and the Pennsylvania Banking Department, a notice with the West Virginia Division of Financial Institutions, and a waiver request with the Federal Reserve requesting confirmation that it may acquire First West Virginia without the filing of a formal application. CB received the waiver from the Federal Reserve on January 25, 2018. As of the date of this document, CB has not received the required regulatory approvals andnon-objection or waiver for the merger from the FDIC, Pennsylvania Banking Department or West Virginia Division of Financial Institutions, but does not know of any reason why it would not be able to obtain these approvals andnon-objection and waiver in a timely manner. CB cannot be certain when or if it will receive the approvals of the FDIC and Pennsylvania Banking Department and thenon-objection of the West Virginia Division of Financial Institutions, and the waiver to filing an application from the Federal Reserve.Institutions.

Conditions to Completing the Merger (page 65)

The completion of the merger is subject to the fulfillment of a number of conditions, including:

Termination (page 72)

The merger agreement may be terminated by mutual written consent of CB and First West Virginia at any time before the completion of the merger. Additionally, subject to conditions and circumstances described in the merger agreement, either CB or First West Virginia may terminate the merger agreement if, among other things, any of the following occur:

CB may terminate the merger agreement if First West Virginia has breached its covenant not to solicit alternative acquisition proposals from a party other than CB, or if the First West Virginia board of directors does not convene the First West Virginia special meeting of stockholders or recommend approval of the merger to its stockholders, or modifies or qualifies its recommendation to stockholders in a manner adverse to CB.

In addition, First West Virginia may terminate the merger agreement if it has received a superior acquisition proposal from a party other than CB and First West Virginia’s board of directors has determined to accept the superior proposal, after determining in good faith, after consultation with legal counsel, that failing to take such action would constitute a breach of its fiduciary duties.

Termination Fee (page 72)

Under certain circumstances described in the merger agreement, First West Virginia may be required to pay to CB a $2.5 million termination fee in connection with the termination of the merger agreement.

Expense Reimbursement (page 73)

CB and First West Virginia will each pay its own costs and expenses incurred in connection with the merger. However, First West Virginia may require CB to reimburse First West Virginia for its actual and documentedout-of-pocked expenses, not to exceed $500,000, if the merger agreement is terminated because CB’s board of directors breaches its obligation to recommend the merger to its stockholders or if CB’s stockholders fail to approve the merger agreement as a result of a breach of CB’s obligations with respect to holding its stockholderstockholders meeting.

Interests of First West Virginia Officers and Directors in the Merger that are Different from the Interests of First West Virginia Stockholders (page 63)

You should be aware that some of First West Virginia’s directors and officers may have interests in the merger that are different from, or in addition to, the interests of First West Virginia’s stockholders generally. These include:

First West Virginia’s board of directors was aware of these interests and took them into account in approving the merger. See “Description of the Merger—Interests of Certain Persons in the Merger That Are Different From Yours.”

Accounting Treatment of the Merger (page 59)

CB will account for the merger under the “acquisition” method of accounting in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Using the acquisition method of accounting, CB will record the assets and liabilities of First West Virginia at their respective fair values at the time of the completion of the merger. The difference between the purchase price and the net fair value of the assets acquired and liabilities assumed will be recorded as goodwill or bargain purchase gain.

Certain Differences in Stockholder Rights (page 81)

First West Virginia stockholders who receive shares of CB common stock will become CB stockholders and their rights will be governed by Pennsylvania law and by CB’s articles of incorporation and bylaws. See “Comparison of Rights of Stockholders” for a summary of the material differences between the respective rights of CB stockholders and First West Virginia stockholders.

Material U.S. Federal Income Tax Consequences of the Merger to First West Virginia Stockholders (page 59)

If you exchange your shares of First West Virginia common stock solely for CB common stock, you generally will not recognize any gain or loss except with respect to the cash you receive instead of any fractional share of CB common stock. Any cash received in lieu of a fractional share interest will generally be treated as received in full payment for such fractional share of stock and as capital gain or loss. If you exchange your shares of First West Virginia common stock solely for cash, you generally will recognize gain or loss on the exchange equal to the difference between the amount of cash received and the adjusted tax basis in of First West Virginia common stock exchanged in the merger. If you exchange your shares of First West Virginia common stock for a combination of CB common stock and cash, you generally will not recognize any loss but will recognize gain, if any, equal to the lesser of (1) the excess, if any, of the sum of the cash received and the fair market value of the CB common stock you receive pursuant to the merger over your adjusted tax basis in your shares of First West Virginia common stock surrendered, and (2) the amount of cash consideration you receive pursuant to the merger. Because the allocations of cash and CB common stock that you receive will depend on the elections made by other First West Virginia stockholders, you will not know the actual federal income tax consequences of the merger to you until the allocations are completed.

This tax treatment may not apply to all First West Virginia stockholders. First West Virginia’s counsel is not able to provide an opinion regarding whether this tax treatment will apply to any individual stockholder. Determining the actual tax consequences of the merger to First West Virginia stockholders can be complicated.First West Virginia stockholders should consult their own tax advisor for a full understanding of the merger’s tax consequences that are particular to each stockholder.

RISK FACTORS

In addition to the other information included in this joint proxy statement/prospectus, you should consider carefully the risk factors described below in deciding how to vote. You should keep these risk factors in mind when you read forward-looking statements in this joint proxy statement/prospectus. Please refer to the section of this joint proxy statement/prospectus titled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to the Merger

Because the market price of CB common stock will fluctuate, First West Virginia stockholders cannot be certain of the market value of the merger consideration they will receive.

Upon completion of the merger, each share of First West Virginia common stock will be converted into either 0.9583 shares of CB common stock or $28.50 in cash. The market value of the stock consideration may vary from the value on the date CB announced the merger, on the date that this joint proxy statement/prospectus is mailed to First West Virginia stockholders, on the date of the special meeting of First West Virginia stockholders, on the date the merger is completed and thereafter. Any change in the market price of CB common stock prior to the completion of the merger will affect the market value of the merger consideration that First West Virginia stockholders will receive upon completion of the merger, and there will be no adjustment to the merger consideration for changes in the market price of either shares of CB common stock or shares of First West Virginia common stock. Stock price changes may result from a variety of factors that are beyond the control of CB and First West Virginia, including, but not limited to, general market and economic conditions, changes in their respective businesses, operations and prospects and regulatory considerations. Therefore, at the time of the First West Virginia special meeting you will not know the precise market value of the consideration you will receive at the effective time of the merger. You should obtain current market quotations for shares of CB common stock and for shares of First West Virginia common stock.

The price of CB common stock might decrease after the merger.

Following the merger, many holders of First West Virginia common stock will become stockholders of CB. CB common stock could decline in value before or after the merger. For example, during the twelve-month period ended ,February 15, 2018 (the most recent practicable date before the printing of this document), the closing price of CB common stock varied from a low of $$25.10 to a high of $$31.90 and ended that period at $        .$30.55. The market value of CB common stock fluctuates based upon general market economic conditions, CB’s business and prospects, and other factors, many of which CB cannot control.

First West Virginia stockholders may receive a form of consideration different from what they elect.

The consideration to be received by First West Virginia stockholders in the merger is subject to the requirement that 80% of the shares of First West Virginia common stock be exchanged for CB common stock and 20% be exchanged for cash. The merger agreement contains proration and allocation procedures to achieve this desired result. If you elect all cash and the available cash is oversubscribed, then you will receive a portion of the merger consideration in CB common stock. If you elect all stock and the available stock is oversubscribed, then you will receive a portion of the merger consideration in cash.

CB may be unable to successfully integrate First West Virginia’s operations and retain First West Virginia’s employees.

The merger involves the integration of two companies that have previously operated independently. The difficulties of combining the operations of the two companies include integrating personnel with diverse business backgrounds, combining different corporate cultures, and retaining key employees. The process of integrating operations could interrupt the momentum of the business and operations of CB and First West Virginia, and could lead to the loss of key personnel. The diversion of management’s attention and any delays or difficulties encountered in connection with the merger and the integration of the two companies’ operations could have an adverse effect on the business and results of operations of CB following the merger.

Additionally, CB may not be able to successfully achieve the level of cost savings, revenue enhancements, and other synergies that it expects, and may not be able to capitalize upon the existing customer relationships of First West Virginia to the extent anticipated, or it may take longer, or be more difficult or expensive than expected, to achieve these goals. This could have an adverse effect on CB’s business, results of operations and stock price.

The termination fee and the restrictions on solicitation contained in the merger agreement may discourage other companies from trying to acquire First West Virginia.

Until the completion of the merger, First West Virginia is prohibited from soliciting, initiating, encouraging or taking any other action to facilitate any inquiries, discussions or the making of any proposals that may lead to an acquisition proposal, such as a merger or other business combination transaction, with any person other than CB. In addition, First West Virginia has agreed to pay a termination fee to CB in specified circumstances. These provisions could discourage other companies from trying to acquire First West Virginia even though those other companies may be willing to offer greater value to First West Virginia’s stockholders than what CB has offered in the merger. The payment of the termination fee also could have a material adverse effect on First West Virginia’s financial condition and results of operations.

Certain of First West Virginia’s officers and directors have interests that are different from, or in addition to, interests of First West Virginia’s stockholders generally.

The directors and officers of First West Virginia have interests in the merger that are different from, or in addition to, the interests of First West Virginia stockholders generally. These include: provisions in the merger agreement relating to indemnification of directors and officers and insurance for directors and officers of First West Virginia for events occurring before the merger; the appointment of three directors of First West VirginiaWilliam G. Petroplus, Roberta Robinson Olejasz and Jonathan A. Bedway to the boards of directors of CB and Community Bank, including William G. Petroplus;Bank; the appointment of certain members of First West Virginia’s board of directors to an advisory board for the markets of CB and Community Bank formerly served by First West Virginia and Progressive Bank; and a retention and consulting agreement for Mr. Petroplus and retention agreements for Frances P. Reppy and Brad D. Winwood, each of which was entered into with CB and Community Bank concurrently with the execution of the merger agreement and provides for certain payments subject to and upon the completion of the merger and additional contingent payments thereafter. For a more detailed discussion of these interests, see “Description of the Merger—Interests of Certain Persons in the Merger That Are Different from Yours.”

First West Virginia and CB 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 West Virginia or CB. These uncertainties may impair First West Virginia’s or CB’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with First West Virginia and CB to change their existing business relationships. Retention of certain employees by First West Virginia or CB may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with First West Virginia or CB. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with First West Virginia or CB, First West Virginia’s business, CB’s business or First West Virginia’s business assumed by CB following the completion of the merger could be harmed. In addition, subject to certain exceptions, First West Virginia has agreed to operate its business in the ordinary course pending the closing of the merger. See “Description of the Merger—Covenants of First West Virginia and CB in the Merger Agreement” for a description of the restrictive covenants applicable to First West Virginia and CB.

Failure to complete the merger could negatively impact the stock prices and future businesses and financial results of CB and First West Virginia.

If the merger is not completed, the ongoing businesses of CB and First West Virginia may be adversely affected and CB and First West Virginia will be subject to several risks, including the following:

In addition, the financial markets as well as customers and employees of CB or First West Virginia may react unfavorably if the merger is not completed. CB or First West Virginia also may be subject to litigation related to any failure to complete the merger.

Both CB and First West Virginia stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management of the combined organization.

Each of CB and First West Virginia stockholders currently have the right to vote in the election of their respective boards of directors and on various other matters affecting their respective companies. Upon the completion of the merger, First West Virginia stockholders who receive CB common stock in the merger will become stockholders of CB with a percentage ownership interest in the combined organization that is substantially less than their percentage ownership of First West Virginia. Further, because shares of CB common stock will be issued to First West Virginia stockholders, existing CB common stockholders will have their ownership and voting interests diluted by approximately 24.4%. Accordingly, CB and First West Virginia stockholders will not be able to exercise as much influence over the management and policies of the combined organization as they currently can.

If the merger does not constitute a reorganization under Section 368(a) of the Code, then each First West Virginia stockholder may be responsible for payment of U.S. income taxes related to the merger.

The Internal Revenue Service (“IRS”) may determine that the merger does not qualify as a nontaxable reorganization under Section 368(a) of the Code. In that case, each First West Virginia stockholder would recognize a gain or loss equal to the difference between the (i) the sum of the fair market value of CB common stock and the amount of cash consideration, if any, received by the First West Virginia stockholder in the merger and (ii) the First West Virginia stockholder’s adjusted tax basis in the shares of First West Virginia common stock exchanged therefor.

In certain circumstances, cash merger consideration received may be taxed as a dividend rather than capital gains and First West Virginia’s counsel is not able to provide an opinion regarding whether this tax treatment will apply to any individual stockholder.

In certain circumstances, the cash merger consideration received by a First West Virginia stockholder who receives CB common stock and cash may be taxed as a dividend, rather than as capital gain. For purposes of this determination, the stockholder generally will be treated as if the stockholder first exchanged all of the stockholder’s shares of First West Virginia common stock solely for CB common stock and then CB immediately redeemed a portion of the CB common stock in exchange for the cash the stockholder actually received. Moreover, under Section 318 of the Code, the First West Virginia stockholder may be deemed to constructively own shares of CB common stock held by certain members of the stockholder’s family, by certain estates and trusts of which the stockholder is a beneficiary or by certain entities in which the stockholder has an ownership or beneficial interest, and certain stock options actually or constructively owned by the stockholder or such other persons may be aggregated with the stockholder’s shares of CB common stock. Receipt of cash in such deemed redemption will generally be treated as a capital gain and will not have the effect of a dividend to you if such deemed redemption is “not essentially equivalent to a dividend” or “substantially disproportionate,” each within the meaning of Section 302(b) of the Code. For further information see the section of this joint proxy statement/prospectus entitled “Material U.S. Federal Income Tax Consequences of the Merger.”

Because the determination as to whether you will recognize a capital gain or dividend income as a result of your exchange of First West Virginia common stock for a combination of CB common stock and cash in the merger is based on facts and circumstances unique to each stockholder, the opinion received from First West Virginia’s legal counsel will not opine as to such treatment at the individual stockholder level. Accordingly, we urge you to consult your own tax advisor with respect to any such determination that is applicable to your individual situation.

First West Virginia stockholders who make elections may be unable to sell their shares in the market pending the merger.

First West Virginia stockholders may elect to receive cash, stock or mixed consideration in the merger by completing an election form that will be sent under separate cover. Making an election will require that stockholders who hold their shares in certificate form turn in their First West Virginia stock certificates. This means that during the time between when the election is made and the date the merger is completed, First West Virginia stockholders will be unable to sell their First West Virginia common stock. If the merger is unexpectedly delayed, this period could be extended for a significant period of time. First West Virginia stockholders can shorten the period during which they cannot sell their shares by delivering their election shortly before the election deadline. However, elections received after the election deadline will not be accepted or honored.

The fairness opinions received by the respective boards of directors of First West Virginia and CB from the parties’ respective financial advisors prior to the execution of the merger agreement do not reflect changes in circumstances occurring after the date of the fairness opinions.

D.A. Davidson, First West Virginia’s financial advisor in connection with the merger, delivered its opinion to the board of directors of First West Virginia on November 16, 2017. KBW, CB’s financial advisor in connection with the merger, also delivered its opinion to the board of directors of CB on November 16, 2017. These opinions do not reflect changes that may occur or may have occurred after the date of such opinions, including changes to the operations and prospects of CB or First West Virginia, changes in general market and economic conditions or regulatory or other factors. Any such changes may materially alter or affect the value of CB and First West Virginia. The opinions speak only as of November 16, 2017, the date that they were rendered, and do not speak as of the date of this joint proxy statement/prospectus or any other date.

The shares of CB common stock to be received by First West Virginia stockholders as a result of the merger will have different rights than shares of First West Virginia common stock.

Following completion of the merger, First West Virginia stockholders will no longer be stockholders of First West Virginia but will instead be stockholders of CB. There are differences between the current rights of First West Virginia stockholders and the rights of CB stockholders that may be important to First West Virginia stockholders. See “Comparison of Rights of Stockholders” for a discussion of the different rights associated with CB common stock and First West Virginia common stock.

Regulatory approvals may not be received, may take longer to receive than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the merger may be completed, CB and First West Virginia must obtain the approval,non-objection or waiver of the Pennsylvania Banking Department, the FDIC, the West Virginia Division of Financial Institutions and the Federal Reserve. In determining whether to grant these approvals,non-objections or waivers, the regulators consider a variety of factors, including the regulatory standing of each party. An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain approvals or delay their receipt. These regulators may impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or the bank merger or imposing additional costs on or limiting the revenues of the combined company following the merger and the bank merger, any of which might have an adverse effect on the combined company following the merger.

Goodwill incurred in the merger may negatively affect CB’s financial condition.

To the extent that the merger consideration, consisting of shares of CB common stock and cash to be issued in the merger, exceeds the fair value of the net assets, including identifiable intangibles, of First West Virginia, that amount will be reported as goodwill by CB. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated for impairment annually. A failure to realize expected benefits of the merger could adversely impact the carrying value of the goodwill recognized in the merger, and in turn negatively affect CB’s financial condition.

The unaudited pro forma combined condensed financial statements included in this document are preliminary and the actual financial condition and results of operations of CB after the merger may differ materially.

The unaudited pro forma combined condensed financial statements in this document are presented for illustrative purposes only and are not necessarily indicative of what CB’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma combined condensed financial data, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. The unaudited pro forma combined condensed financial statements reflect adjustments, which are based upon preliminary estimates, to record the First West Virginia identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based on the actual purchase price and the fair value of the assets and liabilities of First West Virginia as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, please see “Unaudited Pro Forma Combined Condensed Consolidated Financial Data.”

Risks Related to CB’s Business

You should read and consider risk factors specific to CB’s business that will affect the combined company after the merger. These risks are described in the section entitled “Risk Factors” in CB’s Annual Report on Form10-K for the fiscal year ended December 31, 2016 and in other documents incorporated by reference into this document. See the section entitled “Where You Can Find More Information” for a description of the information incorporated by reference into this document.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Forward-Looking Statements

This joint proxy statement/prospectus contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:

These forward-looking statements are based on current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond CB’s and First West Virginia’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

Because of these and a wide variety of other uncertainties, actual results may be materially different from the expected results indicated by these forward-looking statements. Additionally, CB and First West Virginia are under no duty to and do not undertake any obligation to update any of their respective forward-looking statements after the date of this joint proxy statement/prospectus. Accordingly, you should not place undue reliance on such statements.

SELECTED HISTORICAL FINANCIAL INFORMATION OF CB AND FIRST WEST VIRGINIA

Selected Historical Consolidated Financial Data of CB

The following tables present selected historical consolidated financial data for CB as of and for each of the five years ended December 31, 2016. This information has been derived from and should be read in conjunction with the audited consolidated financial statements of CB. The following tables also present selected historical consolidated financial data for CB as of September 30, 2017 and for the nine months ended September 30, 2017 and 2016, which include only normal, recurring adjustments necessary to fairly present the data for those periods. This information has been derived from and should be read in conjunction with the unaudited consolidated financial statements of CB. You should read these tables together with the historical consolidated financial information contained in CB’s consolidated financial statements and related notes and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in CB’s Annual Report on Form10-K for the year ended December 31, 2016 and Quarterly Report on Form10-Q for the quarter ended September 30, 2017, which have been filed with the Securities and Exchange Commission and are incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Selected Historical Consolidated Financial Data of First West Virginia

The following tables set forth selected historical consolidated financial data for First West Virginia as of and for each of the five years ended December 31, 2016, which has been derived from its audited consolidated financial statements. The selected historical financial data for First West Virginia as of September 30, 2017 and for the nine months ended September 30, 2017 and 2016 is derived from First West Virginia’s unaudited consolidated financial statements, which include only normal, recurring adjustments necessary to fairly present the data for those periods. You should read this summary financial information in connection with First West Virginia’s consolidated financial statements, which appear elsewhere in this joint proxy statement/prospectus.

SUMMARY SELECTED PRO FORMA CONDENSED COMBINED DATA

The following table shows selected financial information on a pro forma combined basis giving effect to the merger (which is known as “pro forma” information) as if the merger had become effective as of the date presented, in the case of the balance sheet information, and at the beginning of the period presented, in the case of the income statement information. The pro forma information reflects the acquisition method of accounting.

CB anticipates that the merger will provide the combined company with financial benefits that include reduced operating expenses and greater revenue. The pro forma information, while helpful in illustrating the financial characteristics of CB following the merger under one set of assumptions, does not reflect these anticipated benefits and, accordingly, does not attempt to predict or suggest future results. The pro forma information also does not necessarily reflect what the historical results of CB would have been had itsthe companies been combined during these periods.

The exchange ratio of 0.9583 was used in preparing this selected pro forma information. You should read this summary pro forma information in conjunction with the information under “Unaudited Pro Forma Combined Condensed Consolidated Financial Data” and with the historical information in this document on which it is based.

COMPARATIVE PER SHARE DATA

The following table shows information about CB’s and First West Virginia’s respective income per common share, dividends per share and book value per share, and similar information giving effect to the merger. In presenting the comparative pro forma information for the time periods shown, it is assumed that the merger occurred as of the date presented, in the case of the book value per share information, and the beginning of the period presented, in the case of the dividend and income (loss) information. See “Unaudited Pro Forma Combined Condensed Consolidated Financial Data.”

The information listed as “per equivalent First West Virginia share” was obtained by multiplying the pro forma amounts by the exchange ratio of 0.9583, and does not reflect the receipt of cash by holders of First West Virginia common stock. CB anticipates that the merger will provide the combined company with financial benefits that include reduced operating expenses and greater revenue. The pro forma information, while helpful in illustrating the financial characteristics of CB following the merger under one set of assumptions, does not reflect these anticipated benefits and, accordingly, does not attempt to predict or suggest future results. The pro forma information also does not necessarily reflect what the historical results of CB would have been had itsthe companies been combined during these periods.

The information in the following table is based on, and should be read together with, the historical financial information that we have presented in this document. See “Pro Forma Financial Information.”

MARKET PRICE AND DIVIDEND INFORMATION

CB common stock is traded on the Nasdaq Capital Market under the symbol “CBFV.” First West Virginia common stock is quoted on the OTCQX under the symbol “FWVB.” The closing sale price reported for CB common stock on November 15, 2017, the last trading day before the proposed merger was publicly announced, was $30.44 and the closing price for First West Virginia common stock on such date was $21.90. The following table lists the high and low sales prices per share for CB common stock and First West Virginia common stock and the dividends declared for the periods indicated.

You should obtain current market prices for CB common stock because the market price of CB common stock will fluctuate between the date of this document and the date on which the merger is completed, and thereafter. You can obtain these quotations on the Internet or by calling your broker.

As of ,February 16, 2018, there were approximately 518 holders of record of CB common stock. As of ,February 16, 2018, there were approximately 202 holders of record of First West Virginia common stock. These numbers do not reflect the number of persons or entities who may hold their stock in nominee or “street name” through brokerage firms.

Following the merger, the declaration of dividends will be at the discretion of CB’s board of directors and will be determined after consideration of various factors, including earnings, cash requirements, the financial condition of CB, applicable federal and state law and government regulations, and other factors deemed relevant by the CB board of directors. All dividends on CB common stock are declared at the discretion of the CB board of directors. See the sections of this joint proxy statement/prospectus entitled “Comparative Per Share Data” and “Market Price and Dividend Information” for more information.

SPECIAL MEETING OF CB STOCKHOLDERS

This joint proxy statement/prospectus is being provided to holders of CB common stock as CB’s proxy statement in connection with the solicitation of proxies by and on behalf of its board of directors to be voted at the special meeting of CB stockholders to be held on ,April 11, 2018, and at any adjournment or postponement of the special meeting.

Date, Place and Time of the Meeting

CB’s board of directors is sending you this document for the purpose of requesting that you allow your shares of CB common stock to be represented at the special meeting by the persons named in the enclosed proxy card. The special meeting will be held at the ,                     ,                     ,Hampton Inn, 227 Greene Plaza, Waynesburg, Pennsylvania at :    .m.4:00 p.m., local time, on ,April 11, 2018.

Matters to be Considered

At the special meeting, the CB board of directors will ask you to vote on a proposal to approve the merger agreement and the transactions contemplated thereby, including the issuance of CB common stock to First West Virginia stockholders. You also may be asked to vote on a proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the merger agreement.

Who Can Vote at the Meeting

You are entitled to vote if the records of CB showed that you held shares of CB common stock as of the close of business on ,February 28, 2018. As of the close of business on that date, a total of 4,096,452 shares of CB common stock were issued and outstanding. Each share of CB common stock has one vote. If you are a beneficial owner of shares of CB common stock held by a broker, bank or other nominee (i.e., in “street name”) and you want to vote your shares in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Quorum; Vote Required

The special meeting will conduct business only if a majority of the outstanding shares of CB common stock entitled to vote (a “quorum”) is represented in person or by proxy at the meeting. If you return valid proxy instructions or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting. Brokernon-votes also will be counted for purposes of determining the existence of a quorum. A brokernon-vote occurs when a broker, bank or other nominee holding shares of CB common stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

Approval of the merger agreement and the transactions contemplated thereby will require the affirmative vote of a majority of the votes cast at a meeting of CB stockholders at which a quorum is present. The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is also required to approve the proposal to adjourn the meeting, if necessary, to permit further solicitation of proxies on the proposal to approve the merger agreement. Brokernon-votes and abstentions from voting will have no effect on these matters.

Shares Held by CB’s Officers and Directors

As of ,February 16, 2018, directors and executive officers of CB beneficially owned 432,474 shares of CB common stock, excluding shares that may be acquired upon the exercise of stock options. This equals %10.6% of the issued and outstanding shares of CB common stock.

Voting and Revocability of Proxies

You may vote in person at the special meeting or by proxy. To ensure your representation at the special meeting, CB recommends that you vote by proxy even if you plan to attend the special meeting in person. You can always change your vote at the special meeting.

CB stockholders whose shares are held in “street name” by their broker, bank or other nominee must follow the instructions provided by their broker, bank or other nominee to vote their shares. Your broker or bank may allow you to deliver your voting instructions via telephone or Internet.

Voting instructions are included on your proxy form. If you properly complete and timely submit your proxy, your shares will be voted as you have directed. You may vote for, against, or abstain with respect to the approval of the merger agreement and the transactions contemplated thereby. If you are the record holder of your shares of CB common stock and submit your proxy without specifying a voting instruction, your shares will be voted“FOR” the approval of the merger agreement proposal and“FOR” the proposal to adjourn the meeting, if necessary, to permit further solicitation of proxies on the proposal to approve the merger

agreement. CB’s board of directors unanimously recommends a vote“FOR” the approval of the merger agreement proposal and“FOR” the approval of the proposal to adjourn the meeting, if necessary, to permit further solicitation of proxies on the proposal to approve the merger agreement.

You may revoke your proxy before it is voted by:

Attendance at the special meeting will not, in and of itself, constitute a revocation of a proxy. Address written notices of revocation and other communication with respect to the revocation of proxies to:

Deborah Sabocheck, Corporate Secretary

CB Financial Services, Inc.

100 North Market Street

Carmichaels, Pennsylvania 15320

If any matters not described in this document are properly presented at the special meeting, the persons named in the proxy card will use their own judgment to determine how to vote your shares. CB does not know of any other matters to be presented at the meeting.

Solicitation of Proxies

This proxy solicitation is made by the board of directors of CB. CB has paid the cost and expenses incurred in the production of this joint proxy statement/prospectus. Proxies will be solicited through the mail. Additionally, officers and directors of CB may solicit proxies personally or by telephone or other means of communication, without additional compensation. CB has also engaged Alliance Advisors LLC, a proxy solicitation firm, to assist in the solicitation of proxies for a fee of $7,000, plus per item fees and reimbursement of reasonableout-of-pocket expenses. CB will reimburse banks, brokers and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to beneficial owners of CB common stock.

CB Proposals

CB PROPOSAL NO. 1 – CB MERGER AGREEMENT PROPOSAL

CB is asking its stockholders to approve the merger agreement and the transactions contemplated thereby, including the issuance of CB common stock to First West Virginia stockholders. Holders of CB common stock should read this joint proxy statement/prospectus carefully and in its entirety, including the appendices, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus asAppendix A.A.

After careful consideration, the CB board of directors, by a unanimous vote of all directors, approved the merger agreement and the transactions contemplated thereby, including the issuance of CB common stock to First West Virginia stockholders, and determined the merger, including the issuance of CB common stock, to be advisable and in the best interests of CB and the stockholders of CB. See “Description of the Merger—CB’s Reasons for the Merger; Recommendation of CB’s Board of Directors” included elsewhere in this joint proxy statement/prospectus for a more detailed discussion of the CB board of director’s recommendation.

CB’s board of directors unanimously recommends a vote “FOR” the CB merger agreement proposal.

CB PROPOSAL NO. 2 – CB ADJOURNMENT PROPOSAL

If, at the CB special meeting, the number of shares of CB common stock present or represented and voting in favor of the CB merger proposal is insufficient to adoptapprove the CB merger proposal, CB intends to move to adjourn the CB special meeting in order to enable CB’s board of directors to solicit additional proxies for approval of the merger proposal. In that event, CB will ask its stockholders to vote upon the CB adjournment proposal, but not the CB merger proposal. If it is deemed necessary to adjourn the special meeting, no notice of the adjourned meeting is required to be given to stockholders, other than an announcement at the special meeting of the time and place to which the meeting is adjourned, unless a new record date is fixed for the adjourned meeting, in which case notice of the place, date and time of adjourned meeting shall be given to persons who are stockholders as of the new record date.

CB is asking its stockholders to authorize the holder of any proxy solicited by the CB board of directors on a discretionary basis to vote in favor of adjourning the CB special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from CB stockholders who have previously voted.

CB’s board of directors unanimously recommends a vote “FOR” the CB adjournment proposal.

SPECIAL MEETING OF FIRST WEST VIRGINIA STOCKHOLDERS

This joint proxy statement/prospectus is being provided to holders of First West Virginia common stock as First West Virginia’s proxy statement in connection with the solicitation of proxies by and on behalf of its board of directors to be voted at the special meeting of First West Virginia stockholders to be held on ,April 11, 2018, and at any adjournment or postponement of the special meeting. This joint proxy statement/prospectus is also being provided to First West Virginia stockholders as CB’s prospectus in connection with the offer and sale by CB of its shares of common stock to be issued as consideration in the merger.

Date, Place and Time of the Meeting

First West Virginia’s board of directors is sending you this document for the purpose of requesting that you allow your shares of First West Virginia common stock to be represented at the special meeting by the persons named in the enclosed proxy card. The special meeting will be held at the                     ,                     ,                     ,First West Virginia’s corporate office at 590 National Road, Wheeling, West Virginia at :    .m.11:00 a.m., local time, on ,April 11, 2018.

Matters to be Considered

At the special meeting, the First West Virginia board of directors will ask you to vote on a proposal to approve the merger agreement. You also may be asked to vote on a proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the merger agreement.

Who Can Vote at the Meeting

You are entitled to vote if the records of First West Virginia showed that you held shares of First West Virginia common stock as of the close of business on ,February 28, 2018. As of the close of business on that date, a total of 1,718,730 shares of First West Virginia common stock were issued and outstanding. Each share of First West Virginia common stock has one vote. If you are a beneficial owner of shares of First West Virginia common stock held by a broker, bank or other nominee (i.e., in “street name”) and you want to vote your shares in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Quorum; Vote Required

The special meeting will conduct business only if a majority of the outstanding shares of First West Virginia common stock entitled to vote (a “quorum”) is represented in person or by proxy at the meeting. If you return valid proxy instructions or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting. Brokernon-votes also will be counted for purposes of determining the existence of a quorum. A brokernon-vote occurs when a broker, bank or other nominee holding shares of First West Virginia common stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

Approval of the merger agreement will require the affirmative vote of a majority of the votes cast at a meeting of First West Virginia stockholders at which a quorum is present. The affirmative vote of the majority of votes cast at a meeting at which a quorum is present is also required to approve the proposal to adjourn the meeting, if necessary, to permit further solicitation of proxies on the proposal to approve the merger agreement. Brokernon-votes and abstentions from voting will have no effect on these matters.

Shares Held by First West Virginia’s Officers and Directors

As of ,February 16, 2018, directors and executive officers of First West Virginia beneficially owned 270,444 shares of First West Virginia common stock, representing 15.74% of the issued and outstanding shares of First West Virginia common stock. First West Virginia’s directors have entered into voting agreements with CB to vote an aggregate of 256,669 shares of First West Virginia common stock over which they have sole voting power, representing 14.93% of the issued and outstanding shares of First West Virginia common stock, in favor of the merger agreement at the special meeting.

Voting and Revocability of Proxies

You may vote in person at the special meeting or by proxy. To ensure your representation at the special meeting, First West Virginia recommends that you vote by proxy even if you plan to attend the special meeting. You can always change your vote at the special meeting.

First West Virginia stockholders whose shares are held in “street name” by their broker, bank or other nominee must follow the instructions provided by their broker, bank or other nominee to vote their shares. Your broker or bank may allow you to deliver your voting instructions via telephone or Internet.

Voting instructions are included on your proxy form. If you properly complete and timely submit your proxy, your shares will be voted as you have directed. You may vote for, against, or abstain with respect to the approval of the merger agreement and the adjournment proposal. If you are the record holder of your shares of First West Virginia common stock and submit your proxy without specifying a voting instruction, your shares will be voted “FOR” the proposal to approve the merger agreement and “FOR” the proposal to adjourn the meeting, if necessary, to permit further solicitation of proxies on the proposal to approve the merger agreement. First West Virginia’s board of directors unanimously recommends a vote“FOR” approval of the merger agreement and “FOR” approval of the proposal to adjourn the meeting if necessary to permit further solicitation of proxies on the proposal to approve the merger agreement.

You may revoke your proxy before it is voted by:

Attendance at the special meeting will not, in and of itself, constitute a revocation of a proxy. Address written notices of revocation and other communication with respect to the revocation of proxies to:

Deborah A. Kloeppner, Corporate Secretary

First West Virginia Bancorp, Inc.

1701 Warwood Avenue

Wheeling, West Virginia 26003

If any matters not described in this document are properly presented at the special meeting, the persons named in the proxy card will use their own judgment to determine how to vote your shares. First West Virginia does not know of any other matters to be presented at the meeting.

Solicitation of Proxies

This proxy solicitation is made by the board of directors of First West Virginia. First West Virginia has paid the cost and expenses incurred in the production of this joint proxy statement/prospectus. Proxies will be solicited through the mail. Additionally, officers and directors of First West Virginia may solicit proxies personally or by telephone or other means of communication, without additional compensation. First West Virginia has also engaged Alliance Advisors, LLC, a proxy solicitation firm, to assist in the solicitation of proxies for a fee of $6,000, plus per item fees and reimbursement of reasonableout-of-pocket expenses. First West Virginia will reimburse banks, brokers and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to beneficial owners of First West Virginia common stock.

First WestVirginia Proposals

FIRST WEST VIRGINIA PROPOSAL NO. 1 – FIRST WEST VIRGINIA MERGER PROPOSAL

First West Virginia is asking its stockholders to approve the merger agreement. Holders of First West Virginia common stock should read this joint proxy statement/prospectus carefully and in its entirety, including the appendices, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Appendix A.

After careful consideration, the First West Virginia board of directors, by a unanimous vote of all directors, approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interests of First West Virginia and the stockholders of First West Virginia. See “Description of the Merger—First West Virginia’s Reasons for the Merger; Recommendation of First West Virginia’s Board of Directors” included elsewhere in this joint proxy statement/prospectus for a more detailed discussion of the First West Virginia board of director’s recommendation.

First West Virginia’s board of directors unanimously recommends a vote “FOR” the First West Virginia merger proposal.

FIRST WEST VIRGINIA PROPOSAL NO. 2 – FIRST WEST VIRGINIA ADJOURNMENT PROPOSAL

If, at the First West Virginia special meeting, the number of shares of First West Virginia common stock present or represented and voting in favor of the First West Virginia merger proposal is insufficient to approve the First West Virginia merger proposal, First West Virginia intends to move to adjourn the First West Virginia special meeting in order to enable First West Virginia’s board of directors to solicit additional proxies for approval of the merger proposal. In that event, First West Virginia will ask its stockholders to vote upon the First West Virginia adjournment proposal, but not the First West Virginia merger proposal. If it is deemed necessary to adjourn the special meeting, no notice of the adjourned meeting is required to be given to stockholders, other

than an announcement at the special meeting of the time and place to which the meeting is adjourned, unless the date of the adjourned meeting is more than 120 days after the date of the original meeting, in which case the board of directors must fix a new record date for the adjourned meeting and notice of the place, date and time of the adjourned meeting will be given to persons who are stockholders as of the new record date.

First West Virginia is asking its stockholders to authorize the holder of any proxy solicited by the First West Virginia board of directors on a discretionary basis to vote in favor of adjourning the First West Virginia special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from First West Virginia stockholders who have previously voted.

First West Virginia’s board of directors unanimously recommends a vote “FOR” the First West Virginia adjournment proposal.

APPRAISAL RIGHTS OF FIRST WEST VIRGINIA STOCKHOLDERS

If you hold one or more shares of First West Virginia common stock, First West Virginia has concluded that you are entitled to appraisal rights under West Virginia law, meaning you have the right to demand that the fair value of your shares of First West Virginia common stock be appraised and paid to you in cash. The appraised fair value of your First West Virginia common stock may be more or less than the value of the consideration you would receive under the merger agreement. If you are contemplating exercising your appraisal rights, we urge you to read carefully the provisions of Sections31D-13-1301 through31D-13-1331 of the WVBCA, which are attached to this joint proxy statement/prospectus asAppendix D, and to consult with your legal counsel before electing or attempting to exercise these rights. The following discussion describes the steps you must take if you want to exercise your appraisal rights, but is qualified in its entirety by reference to the full text of the law. You should read this summary and the full text of the law carefully.

How to Exercise and Perfect Your Appraisal Rights

To be eligible to exercise your appraisal rights:

If you intend to exercise your appraisal rights, send your written notice, before the First West Virginia special meeting, to First West Virginia at the following address:

First West Virginia Bancorp, Inc.

1701 Warwood Avenue

Wheeling, West Virginia 26003

Attention: Deborah A. Kloeppner, Corporate Secretary

If you fail to deliver written notice of your intent to exercise your appraisal rights, or if you vote in favor of the merger agreement at the First West Virginia special meeting, you will lose your appraisal rights and you will instead receive shares of CB common stock and/or cash as described in the merger agreement.

Appraisal Notice and Form

If you comply with the requirements described above under “—How to Exercise and Perfect Your Appraisal Rights” and the merger is completed, CB will send you a written appraisal notice and form advising you that the merger has been completed. CB must deliver this notice to you within ten days after the merger is completed.

If you wish to pursue your appraisal rights and receive the fair value of your shares of First West Virginia common stock in cash, you must complete the form, which will require you to certify (i) whether you acquired such shares of First West Virginia common stock before the date upon which the principal terms of the merger were first announced to First West Virginia stockholders, and (ii) that you did not vote in favor of the merger agreement. The appraisal notice and form will specify the date that you must return the completed form to CB, which date will not be fewer than 40 or more than 60 days after the date the appraisal notice and form are sent. If you fail to return the executed form to CB by the deadline specified, you will be deemed to have waived the right to demand appraisal with respect to your shares of First West Virginia common stock.

The appraisal notice and form will also include information such as CB’s estimate of the fair value of your shares of First West Virginia common stock, instructions for submitting the certificates representing your shares of First West Virginia common stock for appraisal and payment, instructions on how to withdraw from the appraisal process should you change your mind and a copy of Sections31D-13-1301 through31D-13-1331 of the WVBCA.

Payment of CB’s Estimate of the Fair Value of Your Shares

Within 30 days after the deadline for returning your executed appraisal form to CB, if you have properly completed and returned the form to CB and deposited any certificates representing your shares of First West Virginia common stock with CB, CB must pay to you in cash the amount that it estimates to be the fair value of your shares of First West Virginia common stock, plus interest. The payment must be accompanied by financial statements of First West Virginia, a statement of CB’s estimate of the fair value of your shares, and information regarding your right to demand further payment.

If you are dissatisfied with the amount of CB’s estimated fair value of your shares, you must notify CB in writing of your own estimate of the fair value of your shares and demand payment of that amount within 30 days of receiving CB’s payment. If you do not make a demand for further payment within the time period specified, you will be deemed to have accepted the payment in full satisfaction of your appraisal rights.

After-Acquired Shares

If you fail to certify in the appraisal form that you did not acquire your shares of First West Virginia common stock before the date on which the principal terms of the merger were first announced to First West Virginia stockholders, CB may elect to withhold payment of the estimated fair value of your “after-acquired” shares. If CB elects to withhold payment from you, it must, within 30 days after the deadline for returning the appraisal form to CB, provide you with financial statements of First West Virginia and offer to pay you its estimate of the fair value of your shares. You will have the opportunity to either:

If you fail to either accept CB’s offer or to reject its offer and notify it in writing of your demand to be paid your own estimate of the fair value of your shares within 30 days after receiving the offer, you will be deemed to have accepted CB’s offer and CB must pay you its estimate of the fair value of your shares within 40 days after the date it sent you its offer.

Appraisal of the Fair Value of Your Shares

If you have made a timely, written demand to CB for payment of your own estimate of the fair value of your shares of First West Virginia common stock, within 60 days of receiving your demand, CB must either (i) pay to you in cash the amount of your estimate of the fair value of your shares, plus interest, or (ii) commence a proceeding and petition the court to determine the fair value of your shares and accrued interest. CB will make all stockholders whose demands remain unsettled parties to the proceeding.

The court may appoint one or more appraisers to receive evidence and recommend a decision on the question of fair value. Stockholders demanding appraisal rights will be entitled to the same discovery rights as parties in a civil proceeding, but there is no right to a jury trial.

Each holder of First West Virginia common stock made a party to the proceeding that has already received a payment from CB will be entitled to the amount, if any, by which the court finds the fair value of a share of First West Virginia common stock exceeds the amount paid by CB. Each holder of “after-acquired” shares of First West Virginia common stock, who have not yet received any payment from CB, will be entitled to the fair value of their shares, plus interest, as determined by the court.

CB will be responsible for the costs of the proceeding, including the compensation and expenses of appraisers appointed by the court, except that the court may assess costs against some or all of the stockholders demanding appraisal if the court finds that they acted arbitrarily, vexatiously or not in good faith with respect to the exercise of their appraisal rights. The court may also assess fees and expenses of counsel and experts for the respective parties if, for example, it finds that First West Virginia or CB did not satisfy the requirements of Sections31D-13-1301 through31D-13-1331 of the WVBCA, or that one of the parties acted other than in good faith.

Rights as a Stockholder

Once you deposit the certificates representing your shares of First West Virginia common stock with CB or, in the case of uncertificated shares, return the executed appraisal form to CB (described above under “—Appraisal Notice and Form), you will lose all rights as a stockholder, unless you subsequently and timely withdraw from the appraisal process by following the instructions contained in the appraisal notice and form.

Once you lose all rights as a stockholder, you will not be entitled to vote, receive dividends or distributions, or exercise any other rights as a First West Virginia stockholder, except for the right to receive payment for your shares and to bring appropriate legal action to obtain relief on the grounds that (i) the merger was not completed pursuant to the requirements of the WVBCA or the requirements of First West Virginia’s articles of incorporation or bylaws, or (ii) the merger was procured as a result of fraud or material misrepresentation. Unless the merger fails to adhere to the requirements of the WVBCA or First West Virginia’s articles of incorporation bylaws, or there is fraud or material misrepresentation, your appraisal rights constitute the exclusive remedy for the recovery of the value of your shares or money damages with respect to the merger.

However, if CB fails to make a payment required pursuant to your appraisal rights under Sections31D-13-1301 through31D-13-1331 of the WVBCA, you may sue CB directly for the amount owed and, to the extent you are successful, will be entitled to recover all costs and expenses of bringing the suit, including fees and expenses of counsel.

Withdrawal from the Appraisal Process

Once you have deposited the certificates representing your shares of First West Virginia common stock with CB or, in the case of uncertificated shares, returned the executed appraisal forms to CB (described above under “—Appraisal Notice and Form), you may withdraw from the appraisal process until the deadline specified in the appraisal notice and form, which will be a date within 20 days of the deadline to return the executed forms to CB. If you fail to withdraw from the appraisal process by such date, you may not withdraw without CB’s consent.

Termination of Appraisal Rights

If you do not perfect your appraisal rights, if you withdraw from the appraisal process, or if you are otherwise unsuccessful in asserting your appraisal rights, your right to have the fair value of your shares of First West Virginia common stock appraised and paid to you in cash will cease, and you will be entitled to receive the same consideration received by other First West Virginia stockholders in the merger. Your status as a stockholder will be restored and you will be entitled to receive any dividends or distributions made after the date of your payment demand.

DESCRIPTION OF THE MERGER

The following is a summary of the material terms of the merger agreement. A copy of the merger agreement is attached asAppendix A and is incorporated by reference into this joint proxy statement/prospectus. We urge you to read carefully this entire document, including the merger agreement and the other appendices, as this summary may not contain all of the information that you consider important.

General

The merger agreement provides for the merger of First West Virginia with and into CB, with CB as the surviving entity. Immediately following the merger, Progressive Bank, the wholly-owned subsidiary of First West Virginia, will merge with and into Community Bank, the wholly-owned subsidiary of CB, with Community Bank as the surviving entity. CB will remain the bank holding company for Community Bank.

Background of the Merger

First West Virginia’s board of directors and executive management periodically review and assess First West Virginia’s business strategies and objectives, including strategic opportunities and challenges, and consider various strategic options potentially available to First West Virginia. The goal of these discussions is to explore avenues to maintain First West Virginia’s competitiveness, increase profitability and enhance long-term value for First West Virginia stockholders. Additionally, from time to time, the Chairman, Chief Executive Officer and President of First West Virginia, William G. Petroplus, has been contacted by representatives of other financial institutions, including CB, to inquire about First West Virginia’s interest in a merger transaction. Mr. Petroplus informed the First West Virginia board of directors of these preliminary inquiries, but such discussions did not result in proposals that the board could recommend to First West Virginia’s stockholders.

On April 1, 2016, members of the board of directors of First West Virginia and members of the board of directors of CB met informally at a third party location to discuss the two companies, community banking in their respective markets, each company’s strategic goals and each company’s commitment to its respective communities and employees. Barron P. McCune, Jr., Vice Chairman and Chief Executive Officer of CB, and Patrick G. O’Brien, Senior Executive Vice President and Chief Operating Officer of CB, made a presentation about CB, its financial performance and its recent transaction with FedFirst Financial Corporation. CB and First West Virginia management agreed to keep in touch regarding opportunities for the companies to work together in the future.

On April 5, 2017, Mr. Petroplus received a letter from Messrs. McCune and O’Brien indicating that CB was interested in pursuing discussions with First West Virginia. The April 5, 2017 letter enclosed a copy of a CB investor presentation from February 2017 that included information about CB’s financial performance, stock performance, markets and strategic vision. Mr. Petroplus delivered copies of the April 5, 2017 letter and the enclosed presentation to all members of the First West Virginia board of directors.

On May 9, 2017, the First West Virginia board of directors appointed Mr. Petroplus and directors Nada E. Beneke, Rosalie J. Dlesk and Thomas L. Sable to serve on the board’s mergers and acquisitions committee.

Throughout the second quarter of 2017, Mr. Petroplus and Messrs. McCune and O’Brien continued a dialogue regarding the two companies’ business and strategic goals. On June 1, 2017, First West Virginia entered into a nondisclosure agreement with CB.

On April 20, 2017, a representative of D.A. Davidson, a financial advisor, met with Mr. Petroplus to discuss D.A. Davidson’s services and qualifications, as well as recent merger and acquisition activity. The parties engaged in a high-level conversation about a possible business combination involving First West Virginia. At its regularly scheduled board meeting on August 8, 2017, the board of directors of First West Virginia approved the engagement of D.A. Davidson as its financial advisor with respect to a potential business combination involving First West Virginia. On August 10, 2017, First West Virginia and D.A. Davidson executed an engagement letter.

On August 21, 2017, the board of directors met with representatives of D.A. Davidson and with First West Virginia’s legal counsel, Bowles Rice LLP (“Bowles Rice”), to gain a better understanding of the board’s role and the role that each advisor could play in the process of evaluating First West Virginia’s strategic alternatives. Bowles Rice advised the board about the directors’ fiduciary duties in connection with a potential business combination transaction. Representatives of D.A. Davidson provided an overview of recent acquisition activity in the financial services industry and assessed First West Virginia’s performance compared to its peers in the region, including a detailed analysis of First West Virginia’s loan composition, deposit composition, net charge-offs and reserves and credit quality migration. Finally, representatives of D.A. Davidson advised the board that, based upon D.A. Davidson’s assessment of the recent acquisition activity and First West Virginia’s profile, the board could reasonably expect that shares of First West Virginia common stock could be valued by a potential acquirer in the $24.00 to $26.00 per share range. This assessment was prepared prior to the market-wide increase in financial institution stock prices during late 2017, driven in part by anticipated passage of federal tax relief legislation. The board of directors authorized executive management and D.A. Davidson to proceed with the negotiations concerning a business combination with CB.

Throughout September, D.A. Davidson coordinated with First West Virginia’s senior management in establishing an electronic data room containing extensive information about First West Virginia.

On September 24, 2017, D.A. Davidson received a verbal, unsolicited expression of interest concerning a potential acquisition of First West Virginia from another financial institution, Company A. The informal expression of interest, which was subject to the completion of applicable due diligence, indicated that Company A could pay $28.00 to $30.00 per share of First West Virginia common stock in an all stock or mostly stock transaction. Company A was willing to consider offering board seats to First West Virginia’s directors. On September 25, 2017, D.A. Davidson’s representative relayed the substance of the communication from Company A to representatives of Bowles Rice and to Mr. Petroplus. After discussions with Mr. Petroplus and Bowles Rice, D.A. Davidson informed Company A’s investment banker that First West Virginia was already pursuing discussions with another institution, but the terms of Company A’s informal expression of interest would be submitted to the First West Virginia board for its consideration.

On September 29, 2017, CB received access to the electronic data room. On October 9, 2017, the CB board of directors held a special meeting at which members of management and representatives of CB’s financial advisor, KBW, and its legal counsel, Luse Gorman, PC (“Luse Gorman”), were present. Messrs. McCune and O’Brien provided the board with an overview of the potential strategic transaction with First West Virginia, preliminary transaction considerations and an update on the discussions with First West Virginia to date. After discussion, the CB board of directors authorized management to submit anon-binding letter of interest to First West Virginia. On October 10, 2017, CB submitted anon-binding letter of interest to acquire all shares of First West Virginia common stock for $27.75 per share, with fixed merger consideration consisting of 80% CB stock and 20% cash.

On October 11, 2017, First West Virginia’s board held a special meeting to discuss CB’s letter of interest. Representatives from D.A. Davidson presented information about the CB indication of interest as well as information regarding the unsolicited, verbal expression of interest communicated by Company A. The board reviewed the financial performance, stock performance, dividend history, recent transaction history, market position and growth prospects of Company A and CB. Based upon its assessment of how Company A and CB compared with respect to these factors, and the terms offered by CB and informally communicated by Company A, the First West Virginia board of directors determined that CB presented the most attractive proposal for First West Virginia’s stockholders. The board of directors unanimously authorized D.A. Davidson to offer a counterproposal to CB’snon-binding letter of interest, requesting $29.00 per share of First West Virginia common stock in merger consideration, the right for First West Virginia stockholders to elect cash and/or stock consideration and an increase in the number of CB director positions for current First West Virginia directors from two to three.

On October 13, 2017, the CB board of directors held a special telephonic meeting at which members of management and representatives of KBW and Luse Gorman participated. Messrs. McCune and O’Brien summarized the terms of First West Virginia’s counter proposal for the board of directors. Representatives of KBW also discussed with the CB board of directors the financial aspects of the transaction. After discussion, the CB board of directors authorized management to submit a revisednon-binding letter of interest to First West Virginia.

On October 13, 2017, CB submitted a revisednon-binding letter of interest in which it increased its offer to $28.50 per share of First West Virginia common stock, agreed to permit First West Virginia’s stockholders to make an election for cash and/or stock consideration and increased the number of CB director positions for current First West Virginia directors from two to three.

On October 13, 2017, the First West Virginia board held a special meeting to consider CB’s revised proposal. Following a discussion involving representatives of D.A. Davidson and Bowles Rice, the First West Virginia board approved the revised proposal from CB and authorized Mr. Petroplus to execute the revisednon-binding letter of interest. Following the meeting, First West Virginia and CB executed a revised letter of interest and agreed to negotiate the definitive agreement and complete due diligence.

During the next several weeks, CB’s team pursued its due diligence investigation and requested additional documentation that was supplied by First West Virginia. On October 28, 2017, representatives of CB met with executive management of First West Virginia at the offices of First West Virginia to conduct their management interviews andon-site document review.

On October 30, 2017, Luse Gorman provided an initial draft of the merger agreement and form of voting agreement to Bowles Rice. The voting agreement provided, among other things, that each director and executive officer of First West Virginia vote the shares of First West Virginia common stock over which they have sole voting power in favor of the merger at any meeting of the First West Virginia stockholders held to consider and vote on the merger.

Bowles Rice reviewed the draft merger agreement with both First West Virginia management and representatives of D.A. Davidson and, following feedback from First West Virginia’s mergers and acquisitions committee, on November 3, 2017, provided comments on the draft merger agreement to Luse Gorman. Mr. Petroplus attended mergers and acquisition committee meetings as a member of First West Virginia management and did not vote on committee actions.

From November 3 through November 16, 2017, First West Virginia and CB, with the assistance of their respective financial and legal advisors, continued to negotiate the terms of the definitive merger agreement and related documents. The First West Virginia mergers and acquisitions committee continued to work actively with management and representatives of D.A. Davidson and Bowles Rice to review and analyze the various revised drafts of the definitive merger agreement. During this time, First West Virginia

executive management and Bowles Rice also conducted reverse due diligence on CB. In addition, First West Virginia and CB and their respective financial and legal advisors continued to discuss various matters related to the proposed combination of CB and First West Virginia.

On November 4, 2017, First West Virginia, through its financial advisor, provided CB with a document request list for its reverse due diligence and was provided with access to an electronic data room containing detailed due diligence information regarding CB. On November 10, 2017, First West Virginia executive management and representatives of D.A. Davidson conducted telephonic management interviews with senior management of CB. Representatives of Bowles Rice participated during portions of these discussions.

On November 14, 2017, First West Virginia’s mergers and acquisitions committee participated in a teleconference with representatives of D.A. Davidson and Bowles Rice to review the final terms of the proposed merger and the most recent version of the merger agreement. Following these discussions, the mergers and acquisitions committee voted (with Mr. Petroplus abstaining) to recommend the merger and the merger agreement to the board of directors, subject to final negotiation of the exchange ratio for converting shares of First West Virginia common stock into shares of CB common stock. On November 15, 2017, the parties agreed to the final exchange ratio whereby each share of First West Virginia common stock could be exchanged for either $28.50 in cash or 0.9583 shares of CB common stock. Each of CB and First West Virginia and their legal advisors worked to finalize the merger agreement and the related disclosure schedules and the transaction documents contemplated therein.documents.

On November 16, 2017, the First West Virginia board of directors held a special meeting to review the material terms of the final merger agreement and related transactions contemplated thereby.transactions. The First West Virginia board of directors received presentations regarding the proposed merger from representatives of D.A. Davidson and Bowles Rice. Executive management and representatives of D.A. Davidson briefed the First West Virginia board of directors on the results of the due diligence review conducted on CB. Representatives of Bowles Rice updated the First West Virginia board of directors on the negotiations with CB regarding the merger agreement, further advised the First West Virginia board of directors with respect to its legal duties and reviewed the material terms of the merger agreement and related transaction documents. Representatives of D.A. Davidson reviewed the financial aspects of the proposed merger and rendered its oral opinion (subsequently confirmed in writing) to the First West Virginia board of directors to the effect that, as of the date of its opinion and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by D.A. Davidson as set forth in such opinion, the merger consideration to be paid to the holders of First West Virginia common stock in the merger was fair, from a financial point of view, to the holders of First West Virginia common stock. See “Description of the Merger—Opinion of First West Virginia’s Financial Advisor in Connection with the Merger” for more information. Representatives of D.A. Davidson and Bowles Rice responded to questions from the directors.

After reviewing D.A. Davidson’s opinion and following further discussion of the terms of the merger, and taking into consideration the matters discussed at the meeting, including the factors described under “Description of the Merger—First West Virginia’s Reasons for the Merger; Recommendation of the First West Virginia Board of Directors,” the First West Virginia board determined that the proposed merger with CB and the related transactions as reflected in the merger agreement presented at the meeting were in the best interests of First West Virginia and its stockholders. The board of directors unanimously (i) approved the merger agreement and the related documents, (ii) approved the submission of the merger agreement to First West Virginia’s stockholders, and (iii) recommended that First West Virginia’s stockholders approve the merger agreement.

On November 16, 2017, the CB board of directors also held a special meeting to review the material terms of the merger agreement and related transactions contemplated thereby. The CB board of directors received presentations from representatives of KBW and Luse Gorman. Executive management briefed the CB board of directors on the results of the due diligence review conducted on First West Virginia. Representatives of Luse Gorman updated the CB board of directors on the negotiations with First West Virginia regarding the merger agreement and reviewed the material terms of the merger agreement and related transaction documents. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered an opinion to the CB board of directors 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 KBW as set forth in such opinion, the aggregate merger consideration in the proposed merger was fair, from a financial point of view, to CB. See “Description of the Merger—Opinion of CB’s Financial Advisor in Connection with the Merger” for more information. Representatives of KBW and Luse Gorman responded to questions from the directors.

After further discussion of the terms of the merger, and taking into consideration the matters discussed at the meeting, including the factors described under “Description of the Merger—CB’s Reasons for the Merger; Recommendation of the CB Board of Directors,” the CB board determined that the proposed merger with First West Virginia and the related transactions as reflected in the merger agreement presented at the meeting were in the best interests of CB and its stockholders. The board of directors unanimously (i) approved the merger agreement and the related documents, including the issuance of CB common stock to First West Virginia stockholders, (ii) approved the submission of the merger agreement to CB’s stockholders, and (iii) recommended that CB’s stockholders approve the merger.

In the late afternoon on November 16, 2017, CB and First West Virginia executed the definitive merger agreement. Following the closing of the financial markets on November 16, 2017, CB and First West Virginia issued a joint press release publicly announcing the execution of the merger agreement.

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

CB’s board of directors believes that the merger is in the best interests of CB and its stockholders. In deciding to approve the merger, CB’s board of directors considered a number of factors, including:

CB’s board of directors also considered a number of potential risks and uncertainties associated with the merger in connection with its deliberation of the merger, including, without limitation, the following:

While CB’s board of directors considered these and other factors, including risks and uncertainties in connection with the merger, the board of directors did not assign any specific or relative weights to the factors considered and did not make any determination with respect to any individual factor. CB’s board of directors collectively made its determination with respect to the merger based on the conclusion reached by its members, based on the factors that each of them considered appropriate, that the merger is in the best interests of CB and its stockholders. The terms of the merger were the result ofarm’s-length negotiations between representatives of CB and representatives of First West Virginia.

Opinion of CB’s Financial Advisor in Connection with the Merger

CB engaged KBW to render financial advisory and investment banking services to CB, including an opinion to the CB board of directors as to the fairness, from a financial point of view, to CB of the aggregate merger consideration in the proposed merger. CB selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW participated telephonically in the meeting of the CB board held on November 16, 2017 at which the CB board evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered an opinion to the CB board of directors 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 KBW as set forth in such opinion, the aggregate merger consideration in the proposed merger was fair, from a financial point of view, to CB. The CB board approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached asAppendix B to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the CB board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the aggregate merger consideration in the merger to CB. It did not address the underlying business decision of CB to engage in the merger or enter into the merger agreement or constitute a recommendation to the CB board in connection with the merger, and it does not constitute a recommendation to any holder of CB common stock or any stockholder of any other entity as to how to vote in connection with the merger or any other matter (including, with respect to holders of First West Virginia common stock, what election any such stockholder should make with respect to the stock consideration or the cash consideration), nor does it constitute a recommendation as to whether or not any such stockholder should enter into a voting, stockholders’, affiliates’ or other agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such stockholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon information bearing upon the financial and operating condition of CB and First West Virginia and information bearing upon the merger, including, among other things:

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions that were held with the managements of CB and First West Virginia regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to it or publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of First West Virginia, with the consent of CB, as to the reasonableness and achievability of the financial and operating forecasts and projections of First West Virginia with respect to fiscal years 2017 and 2018 (and the assumptions and bases therefor) referred to above, and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of such management, and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. KBW further relied upon CB management as to the reasonableness and achievability of the assumed long-term growth rates of First West Virginia, the publicly available consensus “street estimates” of CB, the assumed long-term growth rates of CB, and the estimates regarding certain pro forma financial effects of the merger on CB, all as referred to above (and the assumptions and bases for all such information, including, without limitation, the cost savings and related expenses expected to result or be derived from the merger), and KBW assumed that all such information was reasonably prepared and represented, or in the case of the publicly available consensus “street estimates” of CB referred to above that such estimates were consistent with, the best currently available estimates and judgments of CB management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated.

It is understood that the portion of the foregoing financial information of CB and First West Virginia that was provided to and discussed with KBW was not prepared with the expectation of public disclosure, that all of the foregoing financial information, including the publicly available consensus “street estimates” of CB referred to above, was based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions and that, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of CB and First West Virginia, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either CB or First West Virginia since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan losses and KBW assumed, without independent verification and with CB’s consent, that the aggregate allowances for loan losses for CB and First West Virginia are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the properties, assets or liabilities (contingent or otherwise) of CB or First West Virginia, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of CB or First West Virginia under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, KBW assumed no responsibility or liability for their accuracy.

KBW assumed, in all respects material to its analyses, that:

KBW assumed that the merger would be consummated in a manner that complied with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of CB that CB relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to CB, First West Virginia, the merger and any related transaction (including the subsidiary bank merger), and the merger agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of such opinion, of the aggregate merger consideration in the merger to CB. KBW expressed no view or opinion as to any other terms or aspects of the merger or any terms or aspects of any related transaction (including the subsidiary bank merger), including without limitation, the form or structure of the merger (including the form of aggregate merger consideration or the allocation thereof between cash and stock) or any such related transaction, any consequences of the merger or any such related transaction to CB, its stockholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, retention, consulting, voting, support, cooperation, stockholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger, any such related transaction, or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. For purposes of its analyses, KBW did not incorporate previously publicly-announced proposed changes to U.S. tax laws regarding corporate tax rates. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, CB and First West Virginia. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the CB board in making its determination to approve the merger agreement and the transactions contemplated thereby, including the merger and the issuance of CB common stock. Consequently, the analyses described below should not be viewed as determinative of the decision of the CB board with respect to the fairness of the aggregate merger consideration. The type and amount of consideration payable in the merger were determined through negotiation between CB and First West Virginia and the decision of CB to enter into the merger agreement was solely that of the CB board.

The following is a summary of the material financial analyses presented by KBW to the CB board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the CB board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an implied transaction value for the proposed merger of $49.7 million, or $29.04 per outstanding share of First West Virginia common stock, consisting of the sum of (i) the implied value of the stock consideration of 0.9583 of a share of CB common stock, based on the closing price of CB common stock on November 15, 2017 multiplied by 80%, and (ii) the cash consideration of $28.50 per share multiplied by 20%. In addition to the financial analyses described below, KBW reviewed with the CB board of directors for informational purposes, among other things, the implied transaction value for the proposed merger of $29.04 per outstanding share of First West Virginia common stock as multiples of First West Virginia’s latest 12 months (“LTM”) ended September 30, 2017 earnings per share (“EPS”) and First West Virginia’s estimated 2017 and 2018 EPS using financial forecasts and projections of First West Virginia provided by First West Virginia. These implied transaction multiples for the proposed merger were greater than 30.0x.

CB Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of CB to ten selected banks and thrifts that were listed on NASDAQ, the New York Stock Exchange or NYSE MKT and headquartered in Pennsylvania with total assets between $250 million and $1.5 billion. Merger targets were excluded from the selected companies.

The selected companies were as follows:

To perform this analysis, KBW used profitability data and other financial information as of, or for the period ended, September 30, 2017 and market price information as of November 15, 2017. KBW also used 2017 and 2018 EPS estimates taken from consensus “street estimates” of CB and the three selected companies for which consensus “street estimates” were publicly available. Certain financial data prepared by KBW, as referenced in the tables presented below, may not correspond to the data presented in CB’s historical financial statements, or the data prepared by First West Virginia’s financial advisor presented under the section entitled “Description of the Merger—Opinion of First West Virginia’s Financial Advisor in Connection with the Merger,” as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented. In the case of Mid Penn Bancorp, Inc., the assets, capital ratios, loan/deposit ratio, market capitalization and market price to tangible book value per share multiple were calculated pro forma for a pending acquisition.

KBW’s analysis showed the following concerning the financial performance of CB and the selected companies:

KBW’s analysis also showed the following concerning the financial condition of CB and the selected companies:

In addition, KBW’s analysis showed the following concerning the market performance of CB and, to the extent available, the selected companies (excluding the impact of the LTM EPS multiple for one of the selected companies, which multiple was considered to be not meaningful because it was greater than 30.0x):

No company used as a comparison in the above selected companies analysis is identical to CB. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

First West Virginia Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of First West Virginia to 12 selected banks and thrifts that were listed on NASDAQ, the New York Stock Exchange or NYSE MKT and headquartered in Maryland, Ohio, Pennsylvania, Virginia, or West Virginia with total assets between $100 million and $750 million. Merger targets were excluded from the selected companies.

The selected companies were as follows:

To perform this analysis, KBW used profitability data and other financial information as of, or for the period ended, September 30, 2017 and market price information as of November 15, 2017. Certain financial data prepared by KBW, as referenced in the tables presented below, may not correspond to the data presented in First West Virginia’s historical financial statements, or the data prepared by First West Virginia’s financial advisor presented under the section “Description of the Merger—Opinion of First West Virginia’s Financial Advisor in Connection with the Merger,” as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of First West Virginia and the selected companies: