EX-FILING FEES 7 d451569dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Summit Financial Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
     Security
Type
  Security
Class Title
  Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered
  Proposed
Maximum
Offering
Price Per
Unit
 

Maximum
Aggregate

Offering

Price

  Fee Rate   Amount of
Registration Fee
  Carry
Forward
Form
Type
  Carry
Forward
File
Number
  Carry
Forward
Initial
effective
date
  Filing Fee
Previously
Paid In
Connection
with Unsold
Securities to
be Carried
Forward
 
Newly Registered Securities
                         
Fees to Be Paid   Equity   

Common Stock,

$2.50 par value

  Rule 457 (c)   1,880,947(1)   N/A   $43,609.804(2)  

$110.20

per million

  $4,805.802(2)          
                         

Fees

Previously Paid

                         
 
Carry Forward Securities
                         

Carry

Forward Securities

                       
                   
    Total Offering Amounts     $43,609,804     $4,805.80          
                   
    Total Fees Previously Paid         $0          
                   
    Total Fee Offsets         $0          
                   
    Net Fee Due               $4,805.80                

 

(1)

Represents the estimated maximum number of shares of Summit Financial Group, Inc., or Summit, common stock, par value $2.50 per share, that could be issued to holders of PSB Holding Corp., or PSB, in connection with the merger between Summit and PSB described in the Form S-4 to which this document is an exhibit, which number may be higher or lower in accordance with the formula described below. This number is based upon (i) 1,523,404 shares of PSB common stock outstanding as of January 17, 2023 multiplied by (ii) the exchange ratio of 1.2347 shares of Summit’s common stock for each share of PSB common stock. If the average closing price of Summit common stock declines by more than 15% on an actual basis from $28.35 and underperforms the NASDAQ Bank Index by more than 15% on a relative basis over a designated measurement period, then PSB may terminate the merger agreement unless Summit agrees to increase the number of shares to be issued to the holders of PSB common stock or pay additional cash consideration. Pursuant to Rule 416, this registration statement also covers additional shares that may be issued as a result of stock splits, stock dividends or similar transactions. In the event the number of shares of common stock required to be issued to consummate the merger described herein is increased after the date this registration statement is declared effective, Summit will register such additional shares in accordance with Rule 413 under the Securities Act of 1933, as amended (the “Securities Act”), by filing a registration statement pursuant to Rule 462(b) or Rule 429 under the Securities Act, as applicable, with respect to such additional shares.

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and computed pursuant to Rules 457(f)(1) and 457(c) of the Securities Act, based on a rate of $110.20 per $1,000,000 of the proposed maximum aggregate offering price. The proposed maximum aggregate offering price of the registrant’s common stock was calculated based upon the average of the bid and asked price of shares of PSB common stock (the securities to be cancelled in the merger) in accordance with Rule 457(c) under the Securities Act as follows: the product of (1) $28.63, the average of the bid and asked price of shares of PSB common stock on January 17, 2023 and (2) 1,523,404, the estimated maximum number of shares of PSB common stock outstanding and reserved for issuance as of January 17, 2023.