PZENA INVESTMENT MANAGEMENT, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 21, 2022, Pzena Investment Management, LLC (the “Operating Company”),
entered into an amendment (the “Second Amendment”) to its existing lease for its
corporate headquarters at 320 Park Avenue, 8th Floor, New York, New York, by and
between 320 Park Avenue LLC (as successor-in-interest to Mutual of America Life
Insurance Company) and the Operating Company dated June 13, 2014 (the “Original
Lease” and together with the First Amendment (defined below) and Second
Amendment, the “Lease”), which provided for approximately 37,000 in rentable
square feet (the “8th Floor”), as amended by an amendment dated November 8, 2018
(the “First Amendment”) which provided for approximately 8,000 in rentable
square feet (the “9th Floor”). The Second Amendment provides for (i) the
extension of the Original Lease for the 8th Floor from its original termination
date to October 31, 2036, (ii) an additional approximately 37,000 rentable
square feet (the “7th Floor”), and (iii) and surrender of the 9th Floor.

For the 8th Floor, the Operating Company shall continue paying rent as provided
for under the Original Lease until December 31, 2025. For the 9th Floor, the
Operating Company shall continue paying rent as provided for under the First
Amendment until the Operating Company surrenders the 9th Floor pursuant to the
Second Amendment. The total additional lease payments provided for in the Second
Amendment aggregate approximately $78 million over the term of the Second
Amendment after accounting for any rent abatement periods provided for in the
Second Amendment. The Operating Company plans to sublet a portion of each of the
7th Floor and the 8th Floor, however its obligations on the Lease are not
subject to finding suitable sublessee(s).

The description of the transactions contemplated by the Lease set forth herein
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Second Amendment, which will be filed with the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 or via an
amendment to this Current Report on Form 8-K, subject to the omission of certain
competitively sensitive terms, and the Original Lease and the First Amendment
previously filed as exhibits with the periodic reports of Pzena Investment
Management, Inc. and all such exhibits are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated into this Item
2.03 by reference.

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