ReNew Energy amends deal with Canada pension board

A side letter clarifies treatment of replacement awards under the New Incentive Plan upon cessation of employment.

Rhea-AI Filing Summary

ReNew Energy Global plc (RNW) is the issuer identified in Amendment No. 12, which updates beneficial-ownership disclosures for Sumant Sinha, Cognisa Investment and Wisemore Advisory Private Limited. Sumant Sinha is reported as beneficially owning 60,540,417 Class A ordinary shares, representing 19.75% of the class. Cognisa Investment is reported with 6,498,328 shares, or 2.64%, and Wisemore Advisory Private Limited with 4,939,313 shares, or 2%.

On October 28, 2026, Canada Pension Plan Investment Board, Sumant Sinha and ReNew Energy Global plc entered into a side letter to the transaction agreement. It clarifies how replacement awards under the New Incentive Plan are treated upon cessation of employment. The agreement remains in full force and effect except as amended by the side letter.

Filing Explained

The reported 19.75% uses a denominator that includes 11,437,723 shares that would be issued upon an exchange and 49,102,694 options exercisable within 60 days, so it is not a percentage of only currently outstanding shares.

Key Figures

Sumant Sinha beneficial ownership: 60,540,417 Class A ordinary shares; 19.75% of class Cognisa Investment beneficial ownership: 6,498,328 Class A ordinary shares; 2.64% of class Wisemore Advisory Private Limited beneficial ownership: 4,939,313 Class A ordinary shares; 2% of class +1 more

4 metrics

Sumant Sinha beneficial ownership 60,540,417 Class A ordinary shares; 19.75% of class As reported in Amendment No. 12

Cognisa Investment beneficial ownership 6,498,328 Class A ordinary shares; 2.64% of class As reported in Amendment No. 12

Wisemore Advisory Private Limited beneficial ownership 4,939,313 Class A ordinary shares; 2% of class As reported in Amendment No. 12

Aggregate shares used for percentage calculation 306,579,339 Class A ordinary shares Basis stated for calculating Sumant Sinha's reported class percentage

Key Terms

beneficially owned, exchange ratio, replacement awards, cessation of employment

4 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

exchange ratio financial

"at an exchange ratio of 1-to-0.8289"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

replacement awards technical

"treatment of replacement awards under the New Incentive Plan"

cessation of employment technical

"upon cessation of employment"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RNW shares does Sumant Sinha report as beneficially owned?

Amendment No. 12 reports that Sumant Sinha beneficially owns 60,540,417 Class A ordinary shares, representing 19.75% of the class.

What did the RNW side letter change?

The side letter amends paragraph 4.2(h) of Part 1 of Schedule 3, titled Company Equity Plans and Employee Matters, to clarify treatment of replacement awards under the New Incentive Plan upon cessation of employment. It was entered into by Canada Pension Plan Investment Board, Sumant Sinha and ReNew Energy Global plc; the transaction agreement otherwise remains in full force and effect.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/28/2026 - 08:15 AM EDT Accepted by SEC EDGAR 10/28/2026 - 08:14 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

ReNew Energy Global plc

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G7500M104

(CUSIP Number)

Sumant Sinha
Commercial Block-1, Zone 6, Golf Course, DLF City Phase-V
Gurugram, K7, 122009
(91) 124 489 6670

(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 Number(s): G7500M104

1

Name of reporting person

Sumant Sinha

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)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

INDIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 49,102,776.00
8	Shared Voting Power 11,437,641.00
9	Sole Dispositive Power 49,102,776.00
10	Shared Dispositive Power 11,437,641.00

11

Aggregate amount beneficially owned by each reporting person

60,540,417.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.75 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Item 13 is calculated based on an aggregate of 306,579,339 Class A ordinary shares par value $0.0001 per share ("Shares") of Renew Energy Global plc, a public limited company incorporated in England and Wales (the "Issuer"), comprising of (i) 246,038,922 Shares (excluding treasury shares) 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, (ii) 11,437,723 Shares that would have been issued to Mr. Sinha and his affiliates if Mr. Sinha and his affiliates had exchanged their existing ordinary shares in Renew Power Private Limited ("ReNew India") that they hold at the relevant time for Shares at an exchange ratio of 1-to-0.8289, and (iii) 49,102,694 Shares issuable to Mr. Sinha upon the exercise of options held by Mr. Sinha that were exercisable within 60 days from the date hereof.

SCHEDULE 13D

CUSIP Number(s): G7500M104

1

Name of reporting person

Cognisa Investment

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)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

INDIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,498,328.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,498,328.00

11

Aggregate amount beneficially owned by each reporting person

6,498,328.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.64 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): G7500M104

1

Name of reporting person

Wisemore Advisory Private Limited

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)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

INDIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,939,313.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,939,313.00

11

Aggregate amount beneficially owned by each reporting person

4,939,313.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2 %

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, par value $0.0001 per share
(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. 12 (the "Amendment No. 12") is being filed by the undersigned, pursuant to 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") by the Reporting Persons on September 2, 2021, as amended and supplemented on November 21, 2022, November 30, 2023, December 10, 2024, July 2, 2025, October 10, 2025, December 15, 2025, May 28, 2026, May 29, 2026, July 27, 2026, August 6, 2026 and August 11, 2026 (the "Original Schedule 13D") and as further amended and supplemented by this Amendment No. 12 to the Original Schedule 13D (collectively, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 12 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment No. 12 shall have the same meanings ascribed thereto in the Original Schedule 13D.
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, Canada Pension Plan Investment Board 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 7.	Material to be Filed as Exhibits.
	This Amendment amends and supplements Item 7 of the Original Schedule 13D by adding the following: Exhibit 99.23: 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.

Sumant Sinha

Signature:	/s/ Sumant Sinha
Name/Title:	Sumant Sinha, in person capacity
Date:	10/28/2026

Cognisa Investment

Signature:	/s/ Sumant Sinha
Name/Title:	Sumant Sinha, Partner
Date:	10/28/2026

Wisemore Advisory Private Limited

Signature:	/s/ Sumant Sinha
Name/Title:	Sumant Sinha, Director
Date:	10/28/2026