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Based on such evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
+Added: The scope of management's assessment of the effectiveness of our internal control over financial reporting included all of our consolidated operations, except for Flame Aggregator, LLC (“Phoenix Global”), for which we completed the acquisition on August 1, 2025.
+Added: This exclusion is in accordance with the SEC staff's general guidance that an assessment of a recently acquired business may be omitted from the scope of management's assessment for one year following the acquisition.
+Added: The acquired business represented approximately 21 percent (of which 4 percent represented intangible assets and goodwill included within the scope of the Company's assessment) of our total assets and approximately 7 percent of our total revenues as of and for the year ended December 31, 2025.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud.
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Changes in Internal Control over Financial Reporting
−Removed: There was no change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: We are currently in the process of assessing and integrating Phoenix Global's internal control over financial reporting with our existing internal control over financial reporting.
+Added: Except as described above, there was no change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Other Information
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(incorporated by reference herein to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed on February 5, 2019, File No.
+Added: 2.2+ Agreement and Plan of Merger, dated as of May 27, 2025, by and among Sun Coal & Coke LLC, Metals Services Acquisition, LLC, Flame Aggregator, LLC, and Shareholder Representative Services LLC (incorporated by reference herein to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 28, 2025, File No.
3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference herein to Exhibit 3.1 to the Company’s Amendment No.
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4.3.1 Form of 4.875% Senior Secured Notes due 2029 (incorporated by reference herein to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed on June 22, 2021, File No.
−Removed: 10.1 Third Amended and Restated Credit Agreement, dated February 16, 2023 by and among SunCoke Energy, Inc., and certain subsidiaries of SunCoke Energy, Inc., as joint and several borrowers, the several lenders party thereto from time to time and Bank of America, N.A., as administrative agent (incorporated by reference herein to Exhibit 10.1 to the Company’s Annual Report on Form 10-K, filed on February 24, 2023, File No.
+Added: 10.1 Fourth Amendment to Second Amended and Restated Credit Agreement, dated July 25, 2025, by and among SunCoke Energy, Inc., the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent.
+Added: (incorporated by reference herein to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 2 9 , 2025, File No.
SunCoke Energy, Inc.
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10.13.2 Third Amendment to Coke Purchase Agreement, dated October 8, 2020, between AK Steel Corporation and Haverhill Coke Company LLC (incorporated by reference herein to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed on November 6, 2020, File No.
+Added: 10.13.3 Amended and Restated Coke Purchase Agreement by and between Haverhill Coke Company LLC and Cleveland-Cliffs Steel LLC (incorporated by reference herein to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 18, 2025, File No.
10.14† Amended and Restated Coke Purchase Agreement, dated as of February 19, 1998, by and between Indiana Harbor Coke Company, L.P.
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Steel Corporation (incorporated by reference herein to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2024, File No.
+Added: 10.15.5* Amendment No.
+Added: 5 to Coke Sale and Feed Water Processing Agreement, dated as of January 14, 2026, by and between Gateway Energy & Coke Company, LLC and U.S.
+Added: Steel Corporation
10.16† Amended and Restated Coke Purchase Agreement, dated as of September 1, 2009, by and between Middletown Coke Company, LLC, a subsidiary of the Company and AK Steel Corporation (incorporated by reference herein to Exhibit 10.34 to the Company’s Amendment No.
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19.1 SunCoke Energy, Inc.
−Removed: Insider Trading Policy
−Removed: 21.1* Subsidiaries of the Registrant (filed herewith)
−Removed: 22.1* List of Issuers and Guarantor Subsidiaries (filed herewith)
−Removed: 23.1* Consent of KPMG LLP (filed herewith)
−Removed: 31.1* Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
−Removed: 31.2* Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
+Added: Insider Trading Policy (incorporated by reference herein to Exhibit 19.1 to the Company's Annual Report on Form 10-K filed on February 21, 2025, File No.
+Added: 21.1 Subsidiaries of the Registrant
+Added: 22.1 List of Issuers and Guarantor Subsidiaries
+Added: 23.1 Consent of KPMG LLP
+Added: 31.1* Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: 31.2* Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S.
−Removed: Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
+Added: Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2** Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S.
−Removed: Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
−Removed: 95.1* Mine Safety Disclosure (filed herewith)
−Removed: 97.1* Incentive Compensation Recoupment Policy (filed herewith)
+Added: Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 95.1* Mine Safety Disclosure
+Added: 97.1 Incentive Compensation Recoupment Policy (incorporated by reference herein to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed on February 21, 2025, File No.
101* The following financial statements from SunCoke Energy, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 20, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language):
−Removed: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity, and (vi) the Notes to Consolidated Financial Statements.
+Added: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity, and (vi) the Notes to Consolidated Financial Statements.
104* The cover page from SunCoke Energy, Inc's Annual Report on Form 10-K for the year ended December 31, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.
−Removed: * Provided herewith.
+Added: * Filed herewith.
+Added: ** Furnished herewith.
Management contract or compensatory plan or arrangement.
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Omitted information has been separately filed with the Securities and Exchange Commission.
+Added: + The schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.
Form 10-K Summary
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Senior Vice President and Chief Financial Officer
−Removed: Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on February 21, 2025.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 20, 2026.
Signature Title
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.