SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
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,
141 Bay Street, Suite 3100 Toronto,
A6,
M5J 0G3 416-868-4075
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
10/28/2026
(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)
34.3 %
14
Type of Reporting Person (See Instructions)
CO
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. 17 (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, July 27, 2026, August 6, 2026 and August 11, 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
(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:
Side Letter to the Transaction Agreement
On October 28, 2026, the Reporting Person, Sumant Sinha and the Issuer entered into a side letter (the "Side Letter") to the Transaction Agreement, dated August 11, 2026, among those parties. The Side Letter amends paragraph 4.2(h) of Part 1 of Schedule 3 (Company Equity Plans and Employee Matters) to the Transaction Agreement to clarify the treatment of replacement awards under the New Incentive Plan upon cessation of employment.
Except as expressly amended by the Side Letter, the Transaction Agreement remains in full force and effect. The foregoing description of the Side Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Side Letter, which is filed as Exhibit 99.31 to this Amendment and incorporated herein by reference.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
This Amendment amends and supplements Item 6 of the Original Schedule 13D by adding the following: The information set forth in Item 4 of this Schedule 13D Amendment is incorporated by reference in its entirety into this Item 6.
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 99.31 Side Letter to the Transaction Agreement, dated October 28, 2026, among Canada Pension Plan Investment Board, Sumant Sinha and ReNew Energy Global plc.
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:
10/28/2026
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-99.31
Exhibit 99.31
Side Letter to the Transaction Agreement
This Deed (the “Deed”) is made on 28 October 2026.
Between:
(1)
CANADA PENSION PLAN INVESTMENT BOARD, whose address is 141 Bay Street, Suite 3100, Toronto, ON, M5J 0G3, Canada (“CPPIB”);
(2)
MR. SUMANT SINHA, whose address is 1017 B, Aralias, DLF Golf Course Road, Gurgaon -122009 (“Founder”); and
(3)
RENEW ENERGY GLOBAL PLC, a public limited company incorporated in England with registered number 13220321, whose registered office is at C/O Vistra (Uk) Ltd, Suite 3, 7th Floor, 50, Broadway, London, England, SW1H 0DB (the “Company”),
(each a “Party” and together the “Parties”).
Whereas:
(A)
The Parties are party to a transaction agreement dated 11 August 2026 (the “Transaction Agreement”).
(B)
The Parties wish to amend the Transaction Agreement on the terms set out in this Deed.
(C)
The Parties intend this Deed to take effect as a deed.
It is agreed:
1.
Interpretation
1.1
Unless otherwise defined in this Deed or the context otherwise requires, capitalised terms used in this Deed shall have the meanings given to them in the Transaction Agreement.
1.2
The principles of interpretation set out in clauses 1.2 to 1.4 of the Transaction Agreement shall apply mutatis mutandis to this Deed.
2.
Amendment to the Transaction Agreement
2.1
With effect from the date of this Deed, paragraph 4.2(h) of Part 1 of Schedule 3 (Company Equity Plans and Employee Matters) to the Transaction Agreement shall be deleted in its entirety and replaced with the following:
“(h) if any Participant who has been granted a replacement award under the New Incentive Plan pursuant to sub-paragraphs (d), (e), or (f) ceases to be employed by the Company or any of its Subsidiaries for any reason other than cessation for cause (which, for this purpose, shall mean fraud or gross misconduct) within 12 months of the Effective Date, at the Participant’s election, the portion of such replacement award that would have vested on or before the date of cessation of employment on its original vesting terms (which, for the avoidance of doubt, shall not include any acceleration in connection with the Transaction) (the “Vested Replacement Portion”):
(I)
shall be retained and remain exercisable until December 31, 2035; or
(II)
shall be settled for cash and the relevant Participant shall receive a cash payment equal to (i) the number of shares underlying the Vested Replacement Portion, multiplied by (ii) the Consideration, minus (iii) the aggregate exercise price attributable to such shares, payable through payroll (and subject to any deductions or withholdings required by law) as soon as practicable following the date of cessation of employment;
and in either case the remaining portion of such replacement award shall lapse and terminate immediately upon the effective date of the Participant’s cessation of employment;”.
3.
Continuing Effect
3.1
Save as expressly amended by this Deed, the Transaction Agreement shall continue in full force and effect.
Exhibit 99.31
3.2
The amendment pursuant to this Deed shall not affect a Party’s accrued rights and obligations pursuant to the Transaction Agreement at the date of this Deed.
3.3
In the event of any conflict or inconsistency between the terms of this Deed and the terms of the Transaction Agreement, the terms of this Deed shall prevail.
4.
Miscellaneous
4.1
The provisions of clauses 18 (Further Assurances), 19.1 (Fees, Costs and Taxes), 23 (Invalidity), 24 (Assignment), 26 (Notices) and 27 (Rights of Third Parties) of the Transaction Agreement shall apply mutatis mutandis to this Deed.
4.2
This Deed, the Transaction Agreement and the Confidentiality Agreement set out the entire agreement between the Parties relating to the subject matter hereof and thereof and, save to the extent expressly set out in this Deed, the Transaction Agreement or the Confidentiality Agreement, supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, between the Parties in relation to the subject matter hereof and thereof.
5.
Counterparts
5.1
This Deed may be executed in any number of counterparts, including by facsimile, by email with .pdf attachments, or by other electronic signatures (including DocuSign and AdobeSign). Each counterpart shall constitute an original of this Deed but all the counterparts together shall constitute but one and the same instrument. The delivery of a counterpart by email shall be an effective mode of delivery.
6.
Governing Law and Jurisdiction
6.1
This Deed and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.
6.2
The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Disputes, and waive any objection to proceedings before such courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum.
6.3
Each of the Parties agrees that a judgment against it in the courts of England and Wales may be enforced against it in any other jurisdiction in accordance with the laws of that jurisdiction.
6.4
For the purposes of this Deed, “Dispute” means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Deed, including a dispute regarding the existence, formation, validity, interpretation, performance, breach or termination of this Deed and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Deed.
6.5
Clause 30 (Process Agent) of the Transaction Agreement shall apply mutatis mutandis to this Deed.
[Signature pages follow]
2
This Deed has been delivered on the date first set out above.
EXECUTED as a DEED by
for and on behalf of
CANADA PENSION PLAN INVESTMENT BOARD
By an authorised signatory
/s/ Bill Rogers
Exhibit 99.31
Signature
Bill Rogers
Name of signatory (print)
Authorised Signatory
Title of signatory (print)
/s/ Bianca Ziccarelli
Signature
Bianca Ziccarelli
Name of signatory (print)
Authorised Signatory
Title of signatory (print)
[Signature page to Side Letter to Transaction Agreement]
EXECUTED as a DEED by
MR. SUMANT SINHA
/s/ Sumant Sinha
Signature
in the presence of:
/s/ Dinesh Kumar
Signature of witness
Dinesh Kumar
Name of witness (print)
205, Gulmohar Enclave, New Delhi
Address of witness
Senior Executive Secretary
Occupation of witness
[Signature page to Side Letter to Transaction Agreement]
Exhibit 99.31
EXECUTED as a DEED by
RENEW ENERGY GLOBAL PLC
By two authorised signatories
/s/ Manoj Singh
Signature
Manoj Singh
Name of signatory (print)
DIRECTOR
Title of signatory (print)
/s/ Samir Rai
Signature
Samir Rai
Name of signatory (print)
COMPANY SECRETARY
Title of signatory (print)
[Signature page to Side Letter to Transaction Agreement]
(b)