[8-K/A] SunCoke Energy, Inc. Amends Material Event Report

Rhea-AI Filing Summary

SunCoke Energy (SXC) filed an 8-K/A to provide the required financial statements and pro forma financial information related to its previously reported acquisition of Flame Aggregator, LLC, which operates as Phoenix Global. The amendment is limited to Item 9.01 updates and does not otherwise modify or update the original report.

Exhibits include: 99.1 audited consolidated financials of Flame Aggregator for the years ended December 31, 2024 and 2023; 99.2 unaudited interim consolidated financials as of and for the six months ended June 30, 2025 (with 2024 comparative period); and 99.3 unaudited pro forma condensed combined financial information, including a balance sheet as of June 30, 2025 and statements of operations for the six months ended June 30, 2025 and twelve months ended December 31, 2024. A consent (23.1) and Inline XBRL cover file (104) are also included.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K/A

(Amendment No. 1)

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 1, 2025

___________________________________

SunCoke Energy, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of Incorporation)			001-35243 (Commission File Number)			90-0640593 (IRS Employer Identification No.)
1011 Warrenville Road, Suite 600
Lisle, Illinois 60532
(Address of principal executive offices) (Zip code)

(630)			824-1000
(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $0.01			SXC			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Explanatory Note

On August 4, 2025, SunCoke Energy, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report the acquisition of Flame Aggregator, LLC which, together with its subsidiaries, operates as Phoenix Global. The Company is filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to amend Item 9.01 of the Original Report in order to present the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K. Except for the filing of such financial statements and pro forma financial information, this Amendment does not otherwise modify or update the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference into this Amendment.

Item 9.01 - Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited consolidated balance sheets of Flame Aggregator, LLC as of December 31, 2024 and 2023, and the related audited consolidated statements of operations and comprehensive income (loss), changes in members’ equity and cash flows for the fiscal years ended December 31, 2024 and 2023, together with the notes thereto and independent auditor’s reports thereon required by Item 9.01(a) of Form 8-K are filed as Exhibit 99.1 hereto and are incorporated herein by reference.

The unaudited interim condensed consolidated balance sheet of Flame Aggregator, LLC as of June 30, 2025, and the related unaudited interim condensed consolidated statements of operations and comprehensive income (loss), changes in members’ equity and cash flows for the six months ended June 30, 2025 and 2024, together with the notes thereto required by Item 9.01(a) of Form 8-K are filed as Exhibit 99.2 hereto and are incorporated herein by reference.

(b) Pro Forma Financial Information

The following unaudited pro forma combined financial information is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

•Unaudited pro forma condensed combined consolidated balance sheet as of June 30, 2025;

•Unaudited pro forma condensed combined consolidated statements of operations and comprehensive income (loss) for the six months ended June 30, 2025 and the twelve months ended December 31, 2024; and

•Notes to the unaudited pro forma condensed combined financial information.

(d): Exhibits:

Exhibit No.						Description
23.1						Consent of Ernst & Young LLP
99.1						The audited consolidated balance sheets of Flame Aggregator as of December 31, 2024 and 2023, and the related audited consolidated statements of operations and comprehensive income (loss), changes in members’ equity and cash flows for the fiscal years ended December 31, 2024 and 2023, together with the notes thereto and report of independent auditors thereon.
99.2						The unaudited consolidated balance sheet of Flame Aggregator as of June 30, 2025, and the related unaudited consolidated statements of operations and comprehensive income (loss), changes in members’ equity and cash flows for the six months ended June 30, 2025 and 2024, together with the notes thereto.
99.3						The unaudited pro forma condensed combined statement of financial position as of June 30, 2025, and the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 and the twelve months ended December 31, 2024, together with the notes thereto.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUNCOKE ENERGY, INC.

Date:

October 16, 2025

By:

/s/ Mark W. Marinko

Name:

Mark W. Marinko

Title:

Senior Vice President and Chief Financial Officer

FAQ

What did SunCoke Energy (SXC) file in this 8-K/A?

An amendment providing financial statements and unaudited pro forma financial information for the acquisition of Flame Aggregator (Phoenix Global) under Item 9.01.

Which financial statements are included for Flame Aggregator (Phoenix Global)?

Audited consolidated statements for the years ended December 31, 2024 and 2023 (Exhibit 99.1), plus unaudited interim consolidated statements for the six months ended June 30, 2025 and 2024 (Exhibit 99.2).

What periods do the pro forma financials for SXC cover?

A pro forma balance sheet as of June 30, 2025 and pro forma statements of operations for the six months ended June 30, 2025 and the twelve months ended December 31, 2024 (Exhibit 99.3).

Does this amendment change the original acquisition disclosure?

No. It only presents the required Item 9.01 financial statements and pro forma information and does not otherwise modify or update the original report.

What exhibits are attached to the 8-K/A?

Exhibits include 23.1 (auditor consent), 99.1 (audited 2024/2023 financials), 99.2 (unaudited interim 2025/2024 financials), 99.3 (unaudited pro forma), and 104 (Inline XBRL cover).

Which company did SXC acquire?

Flame Aggregator, LLC, which, together with its subsidiaries, operates as Phoenix Global.