SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
ReNew Energy Global plc
(Name of Issuer)
Class A ordinary shares, nominal value of $0.0001
(Title of Class of Securities)
(CUSIP Number)
Patrice Walch-Watson Canada Pension Plan Investment Board,
One Queen Street East, Suite 2500 Toronto,
A6,
M5C 2W5 416-868-4075
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
08/06/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
schemaVersion:
SCHEDULE 13D
CUSIP No.
1
Name of reporting person
Canada Pension Plan Investment Board
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
88,846,844.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
88,846,844.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
88,846,844.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
34.4 %
14
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
Item 13 is calculated based on (i) 246,038,922 Class A ordinary shares (excluding treasury shares), nominal value of $0.0001 (the "Shares"), of ReNew Energy Global plc, a public limited company incorporated in England and Wales (the "Issuer"), outstanding as of March 31, 2026, as reported by the Issuer in its Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC") on July 30, 2026 plus (ii) an additional 12,345,678 Shares assuming conversion of the India Shares (as defined below).
With respect to items 7, 9, 11 and 13, the Reporting Person currently holds 76,501,166 Shares of the Issuer. In addition, the Business Combination Agreement grants the Reporting Person the right to, at its discretion, transfer the ordinary shares of Renew Power Private Limited, a company with limited liability incorporated under the laws of India and subsidiary of the Issuer ("ReNew India"), held by the Reporting Person (the "India Shares") to the Issuer in exchange for an aggregate of 12,345,678 Shares. The Reporting Person also holds one Class D ordinary share of the Issuer, nominal value of $0.0001 (the "Class D Share"). The Class D Share effectively gives the Reporting Person the right to exercise its voting rights as if the Reporting Person had already converted the India Shares into Shares. The Reporting Person is considered to beneficially own an aggregate of 88,846,844 Shares, or 34.4% of the voting rights associated with the outstanding Shares (including 12,345,678 voting rights exercisable by the Reporting Person by virtue of the Class D Share held by the Reporting Person).
SCHEDULE 13D
Item 1.
Security and Issuer
(a)
Title of Class of Securities:
Class A ordinary shares, nominal value of $0.0001
(b)
Name of Issuer:
ReNew Energy Global plc
(c)
Address of Issuer's Principal Executive Offices:
C/O Vistra (UK) Ltd, Suite 3, 7th Floor 50, Broadway, London,
UNITED KINGDOM
, SW1H 0DB.
Item 1 Comment:
This Amendment No. 15 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person on September 2, 2021 and amended and supplemented on February 15, 2022, February 18, 2022, February 24, 2022, September 23, 2022, October 3, 2022, March 2, 2023, March 8, 2023, July 24, 2023, December 10, 2024, July 3, 2025, October 10, 2025, December 15, 2025, May 28, 2026 and July 27, 2026 (the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D. This Schedule 13D relates to the Class A ordinary shares, nominal value of $0.0001 (the "Shares"), of ReNew Energy Global plc, a public limited company incorporated in England and Wales (the "Issuer").
Item 2.
Identity and Background
(a)
This Amendment amends and restates the final paragraph of Item 2 of the Original Schedule 13D in its entirety as follows:
In accordance with the provisions of General Instruction C to Schedule 13D, with respect to the Reporting Person, information concerning the name, business address, principal occupation and citizenship of its general partners, executive officers and board of directors and each person controlling the Reporting Person (collectively, the "Covered Persons"), required by Item 2 of Schedule 13D, is provided on Schedule I (attached as Exhibit 99.25) ("Schedule I") and is incorporated by reference herein. Schedule I to this Amendment amends and restates the information set forth on Schedule I to the Original Schedule 13D in its entirety.
(b)
See Item 2(a) above, which is incorporated by reference herein.
(c)
See Item 2(a) above, which is incorporated by reference herein.
(d)
Neither the Reporting Person nor, to the Reporting Persons' knowledge, any Covered Person listed on Schedule I (attached as Exhibit 99.25) has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
Neither the Reporting Person nor, to the Reporting Persons' knowledge, any Covered Person listed on Schedule I (attached as Exhibit 99.25) has during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
See Item 2(a) above, which is incorporated by reference herein.
Item 4.
Purpose of Transaction
This Amendment amends and supplements Item 4 of the Original Schedule 13D by adding the following:
Confirmatory Letter
On August 6, 2026, the Consortium jointly submitted a confirmatory letter (the "Confirmatory Letter") to the Board to reaffirm the Cash Consideration of $7.02 per share set out in the Revised Proposal submitted by the Consortium on July 27, 2026, as its best and final non-binding offer and to confirm that the Consortium's due diligence exercise has been completed. The Confirmatory Letter further reaffirms that the Consortium is interested only in acquiring the Shares (on a fully diluted basis), and the Consortium does not intend to sell their Shares to any third party in any alternative takeover transaction. All other terms of the Revised Proposal and proposal made by the Consortium on May 28, 2026, including the Rollover, remain unchanged.
The Confirmatory Letter is non-binding, and no agreement, arrangement or understanding between the Consortium, on the one hand, and the Issuer, on the other hand, relating to the Confirmatory Letter, the Proposed Transaction or any other transaction will be created until such time as definitive agreements for the Proposed Transaction have been executed and delivered.
The Reporting Person does not intend to update this Schedule 13D to reflect developments relating to the Proposed Transaction except to the extent required by law.
References to, and descriptions of, the Confirmatory Letter in this Schedule 13D are qualified in their entirety by the terms of the Confirmatory Letter, a copy of which is attached hereto as Exhibit 99.26 and is incorporated in its entirety into this Item 4.
Item 7.
Material to be Filed as Exhibits.
This Amendment amends and supplements Item 7 of the Original Schedule 13D by adding the following:
Exhibit 99.25 List of Covered Persons
Exhibit 99.26 Confirmatory Letter, dated August 6, 2026, from Canada Pension Plan Investment Board and Sumant Sinha
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Canada Pension Plan Investment Board
Signature:
/s/ Howard Rusak
Name/Title:
Managing Director, Legal
Date:
08/06/2026
Comments accompanying signature:
See Exhibit 99.22 Power of Attorney of Canada Pension Plan Investment Board (incorporated by reference to Exhibit 99.22 to Amendment No. 13 to the Schedule 13D filed by Canada Pension Plan Investment Board in respect of the issuer with the Securities and Exchange Commission on May 28, 2026).
EX-99.25
Exhibit 99.25
Schedule I
Directors and Officers of Canada Pension Plan Investment Board
The name, present principal occupation or employment, business address and citizenship of each of the directors and executive officers of Canada Pension Plan Investment Board are set forth below.
Directors of Canada Pension Plan Investment Board
Sylvia Chrominska
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada
Dean Connor
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada
Elizabeth Cannon
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Professor and President Emerita, University of Calgary
Citizenship: Canada
Stephanie Coyles
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada
Gillian (Jill) Denham
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada, United Kingdom
William (Mark) Evans
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada
Ashleigh Everett
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Executive, Royal Canadian Securities Limited
Citizenship: Canada
Elio Luongo
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada, Italy
John Montalbano
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada
Barry Perry
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Canada
Mary Phibbs
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: Australia, United Kingdom
Boon Sim
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Corporate Director
Citizenship: United States
Executive Officers of Canada Pension Plan Investment Board
John Graham
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: President and Chief Executive Officer
Citizenship: Canada, United Kingdom
Maximilian Biagosch
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director, Global Head of Real Assets & Head of Europe
Citizenship: Germany
Edwin D. Cass
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Chief Investment Officer
Citizenship: Canada
David Colla
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global Head of Credit Investments
Citizenship: Canada
Kristina Fanjoy
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Chief Financial Officer
Citizenship: Canada, Croatia
Caitlin Gubbels
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global Head of Private Equity
Citizenship: Canada
Frank Ieraci
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global Head of Active Equities
Citizenship: Canada
Manroop Jhooty
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Head of Total Fund Management
Citizenship: Canada
Michel Leduc
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Chief Public Affairs Officer
Citizenship: Canada
Geoffrey Rubin
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & One Fund Strategist
Citizenship: Canada, United States, Switzerland
Priti Singh
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Chief Risk Officer
Citizenship: Canada
Mary Sullivan
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Chief Talent Officer
Citizenship: Canada
Agus Tandiono
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Head of Asia Pacific
Citizenship: Indonesia
Heather Tobin
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global Head of Capital Markets and Factor Investing
Citizenship: Canada
Patrice Walch-Watson
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Chief Operating Officer, Technology & Operations
Citizenship: United Kingdom
EX-99.26
Exhibit 99.26
6 August 2026
ReNew Energy Global plc
Special Committee of the Board of Directors
C/O Vistra (UK) Ltd
Suite 3, 7th Floor, 50, Broadway,
London, England, SW1H 0DB
Attention: Mr. Manoj Singh, Lead Independent Director
Dear Manoj,
We are writing to you on behalf of Canada Pension Plan Investment Board (“CPP Investments”) and Sumant Sinha (together the “Consortium”). The Consortium would like to thank you, the rest of the special committee and the management of the Company, for your continued engagement on the proposed acquisition outlined in our proposal letters, dated 28 May 2026 (the “May Proposal Letter”) and 27 July 2026 (the “July Proposal Letter”), of the entire issued and to be issued share capital of ReNew Energy Global plc (the “Company”) not already owned by the members of the Consortium or their affiliates (the “Shares”), subject to the Rollover (as defined in the May Proposal Letter) (the “Transaction”). After careful consideration and taking into account the feedback received from your advisers, the Consortium reaffirms the Cash Consideration of $7.02 per share set out in the July Proposal Letter as its best and final non-binding offer, with updates on the points outlined below. Other terms of the Transaction as set out in the May Proposal Letter and July Proposal Letter, including the ability for shareholders to elect to participate in the Rollover, the Transaction structure and the terms of the Rollover, remain unchanged.
Consortium Not a Seller
The Consortium reaffirms that it is interested only in acquiring the Shares (on a fully diluted basis), and the Consortium does not intend to sell their Shares to any third party in any alternative takeover transaction.
Bringdown Due Diligence
We are pleased to confirm that our bringdown due diligence exercise has been completed and no diligence items remain outstanding.
Consortium Approvals
CPP Investments has provided ongoing updates to its investment committee and no further internal approvals are necessary for CPP Investments to enter into the Transaction Agreement based on the proposal herein. The Consortium remains committed to working towards announcing a binding Transaction in short order.
As is customary, this best and final proposal is not to be construed as a binding, definitive or irrevocable proposal, agreement or contract. This best and final proposal is non-binding until such time as the
potential parties to the Transaction enter into legally binding definitive transaction documents in respect of the Transaction.
(b)