S-3 424B5 EX-FILING FEES 333-277916 0000888491 OMEGA HEALTHCARE INVESTORS INC 0000888491 2025-06-06 2025-06-06 0000888491 1 2025-06-06 2025-06-06 0000888491 2 2025-06-06 2025-06-06 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

OMEGA HEALTHCARE INVESTORS INC

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 1 Equity Common Stock, par value $0.10 per share 457(r) 20,000,000 $ 36.85 $ 737,000,000.00 0.0001531 $ 112,834.70
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities 2 Equity Common Stock, par value $0.10 per share 415(a)(6) 2,447,054 $ 90,173,939.90 S-3 333-277916 03/14/2024 $ 45,416.52

Total Offering Amounts:

$ 827,173,939.90

$ 112,834.70

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 112,834.70

Offering Note

1

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), the shares of common stock, par value $0.10 per share ("Common Stock") of Omega Healthcare Investors, Inc. (the "Registrant") being registered hereunder shall include any additional shares that may become issuable as a result of any stock split, stock dividend, recapitalization or other similar transaction. Pursuant to Securities Act Rule 457(c), the maximum offering price, per share and in the aggregate, was calculated upon the basis of the average of the high and low prices of the Common Stock of the Registrant on May 30, 2025, as reported on the New York Stock Exchange. Pursuant to Rule 415(a)(6) under the Securities Act, this prospectus supplement includes 2,447,054 unsold shares of Common Stock previously registered on Registration Statement No. 333-215424 dated January 4, 2017, as superseded by a prospectus supplement dated January 2, 2020, an accompanying prospectus dated August 31, 2018 and the Registration Statement on Form S-3 (Registration No. 333-227148) filed on August 31, 2018, as superseded by a prospectus supplement dated August 5, 2021, an accompanying prospectus dated May 13, 2021 and the Registration Statement on Form S-3 (Registration No. 333-256084) filed on May 13, 2021, as superseded by a prospectus supplement dated March 14, 2024, an accompanying prospectus dated March 14, 2024 and the Registration Statement on Form S-3 (Registration No. 333-277916) filed on March 14, 2024 (collectively, the "Prior Registration Statement"). In connection with the registration of the unsold shares of Common Stock under the Prior Registration Statement, the Registrant paid total registration fees of $45,416.52, which will continue to be applied to such unsold shares of Common Stock.

2

See Offering Note 1.
Narrative Disclosure
The maximum aggregate offering price of the securities to which the prospectus relates is $827,173,939.90. The prospectus is a final prospectus for the related offering.