Canada Pension Plan Board (RNW) reaffirms $7.02 per share proposal

Rhea-AI Filing Summary

Canada Pension Plan Investment Board reports beneficial ownership of 88,846,844 Class A ordinary shares of ReNew Energy Global plc, representing 34.4% of the voting rights. This total reflects 76,501,166 Shares held directly plus 12,345,678 Shares issuable upon exchange of its India Shares, with corresponding voting rights currently exercisable through a Class D ordinary share.

On August 6, 2026, a consortium including Canada Pension Plan Investment Board sent a confirmatory letter to ReNew’s board reaffirming a non-binding, “best and final” cash proposal of $7.02 per share to acquire the Shares on a fully diluted basis. The consortium reiterated it is interested only in acquiring Shares and does not intend to sell its holdings into an alternative takeover. The letter is non-binding and no agreement will exist unless and until definitive transaction documents are executed.

Filing Explained

The consortium reports that its due diligence is complete, but the proposed $7.02-per-share cash offer remains non-binding; no agreement will be created until definitive transaction documents are executed and delivered.

Key Figures

Beneficial ownership: 88,846,844.00 Shares Beneficial ownership percentage: 34.4% Directly held Shares: 76,501,166 Shares +3 more

6 metrics

Beneficial ownership 88,846,844.00 Shares Aggregate Class A shares beneficially owned including voting rights via Class D share

Beneficial ownership percentage 34.4% Percent of Class A shares’ voting rights represented by the reporting person’s holdings

Directly held Shares 76,501,166 Shares Class A shares of ReNew Energy Global held by the reporting person

Shares issuable for India Shares 12,345,678 Shares Additional Class A shares issuable upon exchange of ordinary shares of ReNew India

Shares outstanding 246,038,922 Shares Class A shares outstanding as of March 31, 2026, excluding treasury shares

Proposed cash consideration $7.02 per share Cash price per share reaffirmed as best and final non-binding offer by the consortium

Key Terms

beneficially own, Business Combination Agreement, fully diluted basis, non-binding offer, +1 more

5 terms

beneficially own regulatory

"The Reporting Person is considered to beneficially own an aggregate of 88,846,844 Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Business Combination Agreement regulatory

"the Business Combination Agreement grants the Reporting Person the right to... transfer the India Shares"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

fully diluted basis financial

"the Consortium is interested only in acquiring the Shares (on a fully diluted basis)"

A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.

non-binding offer regulatory

"to reaffirm the Cash Consideration of $7.02 per share... as its best and final non-binding offer"

Class D ordinary share financial

"The Reporting Person also holds one Class D ordinary share of the Issuer"

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

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Available on EDGAR 08/06/2026 - 04:45 PM Accepted by SEC EDGAR 08/06/2026 - 04:44 PM Learn about SEC filing dates

FAQ

What stake does Canada Pension Plan Investment Board report in ReNew Energy Global (RNW)?

Canada Pension Plan Investment Board reports beneficial ownership of 88,846,844 Class A shares of ReNew Energy Global, representing 34.4% of the voting rights. This includes directly held shares and voting rights linked to India Shares via a Class D ordinary share.

What cash price per share does the consortium propose for ReNew Energy Global (RNW)?

The consortium reaffirmed a cash consideration of $7.02 per share for ReNew Energy Global. This price is described as its best and final non-binding offer in a confirmatory letter dated August 6, 2026, to acquire the Shares on a fully diluted basis.

Is the $7.02 per share proposal for RNW binding on the parties?

No, the $7.02 per share proposal is explicitly described as non-binding. The confirmatory letter states that no agreement or understanding will be created until definitive agreements for the proposed transaction have been executed and delivered between the consortium and ReNew Energy Global.

How is the 34.4% beneficial ownership in ReNew Energy Global (RNW) calculated?

The 34.4% figure is based on 246,038,922 outstanding Class A shares as of March 31, 2026, plus 12,345,678 additional shares assumed issuable upon conversion of India Shares. Canada Pension Plan Investment Board’s aggregate 88,846,844 Shares yields this percentage of voting rights.

What role does the Class D ordinary share play in RNW’s voting structure?

Canada Pension Plan Investment Board holds one Class D ordinary share of ReNew Energy Global. This Class D share effectively allows the holder to exercise voting rights as if the India Shares had already been exchanged for 12,345,678 Class A shares, increasing its voting power.

Has the consortium completed due diligence for the proposed RNW transaction?

Yes. The confirmatory letter dated August 6, 2026 states that the consortium’s due diligence exercise has been completed. The letter reaffirms the $7.02 per share cash proposal while noting that it remains non-binding pending execution of definitive agreements.

Does the consortium intend to sell its RNW shares in an alternative takeover?

No. The confirmatory letter states that the consortium is interested only in acquiring the Shares on a fully diluted basis and does not intend to sell its existing Shares to any third party in any alternative takeover transaction.

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)

G7500M104

(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 Number(s): G7500M104

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).