SunCoke Energy Inc.

04/01/2026 | Press release | Distributed by Public on 04/01/2026 08:31

Proxy Statement (Form DEF 14A)

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
        Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under
§240.14a-12
SUNCOKE ENERGY, INC.
(Name of Registrant as Specified In Its Charter)
  
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Excha
ng
e Act Rules 14a-6(i)(1) and 0-11

Table of Contents

Table of Contents

LETTER TO OUR STOCKHOLDERS

April 1, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of SunCoke Energy, Inc., on May 14, 2026 at 8:00 a.m., Central Time. We have adopted a virtual meeting format for our 2026 Annual Meeting. We will provide a live webcast of the meeting https://meetnow.global/M4PPXM5, where you will be able to vote your shares and submit questions online by logging in with the control number included on your proxy card or any additional voting instructions accompanying these proxy materials. We recommend that you log into the website a few minutes before the meeting to ensure that you are logged in when the meeting begins.

The following pages contain our notice of annual meeting and proxy statement. Please review this material for information concerning the business to be conducted at the 2026 Annual Meeting, including the nominees for election as directors.

As we have in the past, we are furnishing our proxy statement and other proxy materials to our stockholders over the Internet and mailing paper copies to stockholders who have requested them. For further details, please refer to the section entitled "Questions and Answers About the 2026 Annual Meeting" beginning on page 58 of the proxy statement.

Whether or not you plan to attend the 2026 Annual Meeting, it is important that your shares be represented. Please vote via telephone, the Internet, proxy card, or voter instruction form.

Thank you for your continued support of SunCoke Energy.

Sincerely,

Katherine T. Gates

President and Chief Executive Officer

SunCoke Energy, Inc.

1011 Warrenville Road | Suite 600 | Lisle, Illinois 60532 | tel (630) 824-1000| www.suncoke.com

Table of Contents

NOTICE OF 2026 ANNUAL MEETING

To Be Held on May 14, 2026

8:00 a.m. CDT

Online at https://meetnow.global/M4PPXM5

To the Stockholders of SunCoke Energy, Inc.:

The 2026 Annual Meeting of Stockholders of SunCoke Energy, Inc. (the "2026 Annual Meeting") is scheduled to be held on May 14, 2026 at 8:00 a.m., Central Time, at https://meetnow.global/M4PPXM5, for the following purposes:

1.

To elect two directors: Martha Z. Carnes and Katherine T. Gates, to the class of directors whose term expires at the 2029 annual meeting of stockholders;

2.

To hold a non-bindingadvisory vote on the compensation of the Company's named executive officers;

3.

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Stockholders also will transact such other business as may properly come before the 2026 Annual Meeting or any adjournment or postponement thereof.

All of our stockholders are cordially invited to attend the 2026 Annual Meeting. However, only holders of record of SunCoke Energy, Inc. Common Stock, par value $0.01 per share, at the close of business on March 18, 2026, (the "Record Date") are entitled to vote at the 2026 Annual Meeting. If you plan to attend our 2026 Annual Meeting, please follow the registration instructions outlined in this proxy statement.

If you were a stockholder of record at the close of business on the Record Date, you may vote at the 2026 Annual Meeting. To ensure that your vote is properly recorded, please vote as soon as possible, even if you plan to attend the 2026 Annual Meeting. Most stockholders have four options for submitting their vote: (1) via telephone, (2) over the Internet, (3) through the mail, or (4) live at the 2026 Annual Meeting. For further details about voting, please refer to the section entitled "Questions and Answers About the 2026 Annual Meeting" beginning on page 58 of the proxy statement.

If your shares are held in "street name" in a stock brokerage account, or by a bank or other nominee, you must provide your broker with instructions on how to vote your shares in order for your shares to be voted on important matters presented at the 2026 Annual Meeting. If you do not instruct your broker on how to vote with regard to the election of directors and the advisory vote on executive compensation, your shares will not be voted on these matters.

The approximate date of mailing of the Notice of Internet Availability of Proxy Materials to our stockholders will be on or about April 1, 2026, and the attached proxy statement, together with our 2025 Annual Report on Form 10-K,will be made available to our stockholders on that same date. We also will begin mailing paper copies of our proxy statement and other proxy materials to stockholders who have requested them on or about that date.

By order of the Board of Directors,

John J. DiRocco, Jr.

Vice President, Deputy General Counsel

and Corporate Secretary

Table of Contents

TABLE OF CONTENTS

PROPOSAL 1 - ELECTION OF DIRECTORS 1

Board of Directors

1

Recommendation

1

Director Nominee Skills, Experience and Background

2

Director Snapshot

3

Director Succession and Board Refreshment

4

Governance Committee Process for Director Nominations

4

Certain Information Regarding Directors

5
THE BOARD OF DIRECTORS AND ITS COMMITTEES 11

Meeting Attendance

11

Audit Committee

12

Compensation Committee

12

Governance Committee

13

Compensation Committee Interlocks and Insider Participation

13
CORPORATE GOVERNANCE 14

Director Independence

14

Board Leadership Structure

14

Risk Oversight

15

Cybersecurity

15

Sustainable Business Practices

16

Executive Sessions of the Board

16

Corporate Governance Guidelines

16

Insider Trading Policy and Restrictions on Hedging & Pledging

16

Review of Related Person Transactions

17

Director Attendance Policy

17

Indemnification Agreements

17

Code of Business Conduct and Ethics

18

Oversight of Management Succession

18

Board of Directors and Committee Evaluations

18

Communications with the Board

18
DIRECTOR COMPENSATION 19

Annual Retainer

19

Retainer Paid in Shares

19

Director Stock Ownership Guidelines

20

Director Compensation Table

20
EXECUTIVE COMPENSATION 21

Compensation Committee Report

21

Members of the Compensation Committee

21

Named Executive Officers ("NEOs") in 2025

21

Leadership Succession

21

Compensation Discussion and Analysis ("CD&A")

21

Section 1 - Executive Summary

22

Section 2 - Our Compensation Philosophy

24

Section 3 - Role of Management, Compensation Consultants and Market Data

25

Section 4 - Elements of Compensation, Pay Mix, Opportunity and Leverage

28

Section 5 - Other Compensation Information

35

Summary Compensation Table

38

2025 Grant of Plan-Based Awards Table

39

2025 Outstanding Equity Awards at Fiscal Year-EndTable

40

2025 Option Exercises and Stock Vested Table

41

2025 Nonqualified Deferred Compensation Table

42

Omnibus Long-Term Incentive Plan

43

Potential Payments Upon Termination or Change in Control Table

44

CEO Pay Ratio

45

Pay versus Performance Disclosure

46
PROPOSAL 2 - ADVISORY APPROVAL OF EXECUTIVE COMPENSATION 52

Recommendation

52
BENEFICIAL STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PERSONS OWNING MORE THAN FIVE PERCENT OF COMMON STOCK 53
AUDIT COMMITTEE MATTERS 55

Audit Committee Report

55

Audit Fees

56

Audit Committee Pre-ApprovalPolicy

56
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 57

Recommendation

57
QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING 58
OTHER INFORMATION 64

Equity Compensation Plan Information

64

Householding of Proxy Materials

64

Future Stockholder Proposals

64

Other Matters

65

Websites

65

Solicitation of Proxies

65

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  i

Table of Contents

 Proposal

 One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

PROPOSAL 1

ELECTION OF DIRECTORS

Board of Directors

Our Board annually recommends the slate of director-nominees for election by stockholders at the annual meeting and is responsible for filling vacancies on the Board at any time during the year. The Governance Committee has a process to identify and review qualified candidates to stand for election, and the full Board reviews and has final approval of all potential director nominees being recommended to the stockholders for election. Our Board currently consists of six members: Arthur F. Anton, Martha Z. Carnes, Ralph M. Della Ratta, Jr., Katherine T. Gates, Susan R. Landahl, and Andrei A. Mikhalevsky.

Our Board is divided into three classes, each serving staggered three-year terms. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires. There are two nominees for election this year. These nominees are: Martha Z. Carnes and Katherine T. Gates, and the Board has nominated each of them for a new three-year term that will expire at the annual meeting in 2029, or until their respective successors are elected and qualified.

Detailed information on these nominees is provided on pages 5 through 6, including a discussion of each nominee's specific experience, qualifications and attributes or skills that led our Board to conclude that such person should serve as a director of SunCoke Energy. Each of these nominees is a current director, and each has consented to be named in this Proxy Statement and to serve if elected. If any nominee is unable to serve as a director at the time of the 2026 Annual Meeting, your proxy may be voted for the election of another nominee proposed by the Board, or the Board may reduce the number of directors to be elected at the 2026 Annual Meeting. At this time, the Board knows no reason why any of these nominees would not be able to serve as a director if elected.

RECOMMENDATION

The Board of Directors unanimously recommends that you vote "FOR"the election of the Company's two nominees for director: Martha Z. Carnes and Katherine T. Gates.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  1

Table of Contents

 Proposal

 One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Director Nominee Skills, Experience, and Background

Our directors come from a variety of backgrounds and bring a varied set of skills and experiences to the boardroom. In conjunction with our Board's refreshment process, the Board regularly reviews the skills, experience, and background of our directors to better align with the Company's strategic vision, business, and operations. The Board has taken a thoughtful and deliberate approach to board composition to ensure that our directors have backgrounds that collectively add significant value to the strategic decisions made by the Company and enable them to provide oversight of management to ensure accountability to our stockholders. The following is a summary of some of the skills, experience, and background of our directors whose terms of office are expected to continue after our 2026 Annual Meeting:

Nominee Skills

                       
                                                                                                                             

Strategic Planning / Business Development

C-suite,or functionally equivalent leadership position for a manufacturing entity. Development and implementation of proactive, innovative and pragmatic solutions for optimizing manufacturing processes.

General Manufacturing

Senior management role responsible for significant large-scale industrial manufacturing and distribution operations, and development, implementation and reporting of production quality standards, operational performance metrics and manufacturing targets.

Financial Expertise / Accounting Knowledge

Corporate finance and/or accounting experience at an executive level. Use of financial information to shape, drive, and monitor effectiveness of organizational strategies.

Human Resources Management

Knowledge and expertise in labor and employment matters, compensation and benefits, and health & welfare plans.

Government Relations / Agency Experience

Significant experience dealing with government at the local, state and federal levels on issues such as economic development, energy, environmental, health and safety issues.

Information Technology / Data Security Experience

General information systems experience. Understanding of cybersecurity and data privacy risk management and the importance of information technology in enabling proper control over financial reporting.

International Expertise

Experience with international business/markets managing the affairs of a global, publicly traded company, particularly in countries where SunCoke does business, or would like to do business.

Health Environment and Safety Background

Experience in hazardous materials management and environmental compliance; process safety management and "gap" analysis; emergency management and disaster recovery; and occupational health and safety law, regulation, and practice

Enterprise Risk Management

Experience planning, organizing and leading activities of an organization in order to minimize the effects of financial, strategic, operational, and other risks on capital and earnings.

2  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

Table of Contents

 Proposal

 One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Director Snapshot

For directors whose terms of office are expected to continue after our 2026 Annual Meeting:

DIRECTOR INDEPENDENCE DIRECTOR ATTRIBUTES HIGHLY ENGAGED AND
ACTIVE BOARD

Five out of six of our Directors are independent

Five out of six of our Directors are non-management

Each of our Audit, Compensation, and Governance Committees are composed entirely of Independent Directors

Self-awareness, respect, integrity, independence, and capacity to function effectively in challenging environments

Experience in various executive/senior leadership roles and proven records of success

Corporate governance knowledge and practices

Appreciation for multiple perspectives

Objectivity and sound judgment

Actively involved with overseeing SunCoke Energy's execution of its strategy and risk management

> 75% combined meeting attendance record for Board and Committee meetings in 2025

10 Board meetings in 2025

15 Committee meetings in 2025

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  3

Table of Contents

 Proposal

 One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Director Succession and Board Refreshment

We are committed to actively refreshing our Board and each Committee to maintain a mix of short-, medium- and long-tenured directors, which we believe promotes strong Board governance. We also proactively manage potential vacancies due to retirement to identify candidates that will complement the existing skill set and qualifications of our current Board, as well as our strategic vision and our corporate values.

The Governance Committee oversees and plans for director succession and refreshment of the Board to ensure a mix of skills, experience and tenure that promotes and supports SunCoke Energy's long-term strategy. In doing so, the Governance Committee takes into consideration the overall needs, composition and size of the Board, as well as the criteria adopted by the Board regarding director candidate qualifications. The Governance Committee annually reviews the qualifications and experience of current directors and identifies specific competencies required in director-nominees.

Governance Committee Process for Director Nominations

The Governance Committee evaluates potential director candidates and makes recommendations to the Board. Candidates may be identified by current directors, by stockholders, or by search firms or third-party consultants engaged by the Governance Committee to assist in identifying and screening potential candidates. Director nominees should have a proven record of professional success and leadership and demonstrate the highest personal and professional ethics, integrity and values. The Governance Committee chooses director-nominees with the primary goal of ensuring that the Board collectively serves the interests of our stockholders. Directors are expected to devote sufficient time and effort to their duties as members of the Board.

The Governance Committee's evaluation of a candidate generally includes inquiries as to the candidate's reputation and background, examination of the candidate's experience and skills in relation to the Board's requirements at the time, consideration of the candidate's independence as measured by the Board's independence standards and any other considerations that the Governance Committee deems appropriate. Potential director candidates recommended by our stockholders will be evaluated on the same basis as candidates recommended by current directors, search firms, or third-party consultants. Following its evaluation process, the Governance Committee recommends candidates to the full Board. The Board then makes the final determination regarding a candidate based on its consideration of the Governance Committee's recommendation.

4  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

Table of Contents

 Proposal

 One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Certain Information Regarding Directors

On the following pages is information regarding the principal occupation and business experience of each director, and the reasons the Board believes each of the two nominees, Martha Z. Carnes and Katherine T. Gates, should be elected to serve on the Board, are described below:

Class II: Nominees Up for Election at the 2026 Annual Meeting

MARTHA Z. CARNES

AGE65

DIRECTOR SINCE2019

BOARD COMMITTEES

Audit (Chair)

OTHER PUBLIC BOARDS

Core Laboratories Inc.

Matrix Service Company

BUSINESS EXPERIENCE

Ms. Carnes was appointed as a director of SunCoke Energy, Inc., effective December 5, 2019. From 1982 until her retirement from the firm in June 2016, Ms. Carnes served in various senior roles at PricewaterhouseCoopers, or PwC (an international accounting firm), including as: (i) Assurance Partner serving large, publicly traded companies in the energy industry; (ii) Managing Partner of PwC's Houston, Texas office; and (iii) PwC's Energy and Mining leader for the United States, where she led the firm's energy and mining assurance, tax and advisory practices. Ms. Carnes currently serves as a director on the Board of Core Laboratories Inc. [NYSE: CLB], (one of the world's largest providers of reservoir description and production enhancement services to the oil and gas industry), where she is the Lead Independent Director and Chairman of the Audit Committee. She is also a director of Matrix Service Company [NASDAQ: MTRX] (a provider of design, engineering, construction, repair and maintenance services to industrial and energy clients in North America), where she Chairs the Audit Committee and serves on the Compensation, and Nominating and Corporate Governance committees. From September 1, 2017 through June 2019, Ms. Carnes served as a director of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy, L.P., our former publicly traded master limited partnership.

QUALIFICATIONS

Ms. Carnes is an experienced finance and public accounting executive, having spent her entire 34-yearcareer with PwC. By virtue of her experience, Ms. Carnes possesses strategic planning, managerial and leadership expertise, having led the design and execution of market and sector strategies, business development, compensation, professional development, succession planning, and client satisfaction initiatives for clients in the mining, utilities and energy industries. In addition, Ms. Carnes brings vast experience with capital markets and financing activities, having served as lead audit partner on some of the largest merger and acquisition transactions completed in the energy sector.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  5

Table of Contents

 Proposal

 One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

KATHERINE T. GATES

AGE50

DIRECTOR SINCE2023

OTHER PUBLIC BOARDS

None

BUSINESS EXPERIENCE

Ms. Gates became Chief Executive Officer of SunCoke Energy, Inc. in May 2024, after being appointed as President and a director on SunCoke's Board of Directors, in January 2023. From November 2019 until her promotion to President in January 2023, Ms. Gates served as SunCoke's Senior Vice President, Chief Legal Officer and Chief Human Resources Officer. Ms. Gates joined SunCoke in February 2013 as Senior Health, Environment and Safety Counsel, and has held leadership positions of increasing responsibility since then, including serving as General Counsel and Chief Compliance Officer from October 2015 to November 2019. She was promoted to Vice President in July 2014, and to Senior Vice President in October 2015. In addition, from October 2015 through June 2019, Ms. Gates was elected as a director of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., our former publicly traded master limited partnership. Prior to joining SunCoke, Ms. Gates was a Partner at Beveridge & Diamond, P.C., where she served on the firm's Management Committee and co-chairedthe firm's civil litigation practice group.

QUALIFICATIONS

As President and Chief Executive Officer, Ms. Gates has an in-depthknowledge of SunCoke's operations, commercial matters, financial position, and strategic vision. Her deep understanding of SunCoke's operations and organizational culture and values, gained through her dozen or so years with the Company, have given her the skills needed to develop and lead initiatives in the business today, as well as evaluate organic growth initiatives, potential acquisitions, and other opportunities to expand our business. She provides our Board of Directors with valuable expertise regarding operations, commercial, legal and regulatory matters, environmental, health, safety and strategic planning.

6  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

Table of Contents

 Proposal

 One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Class III: Nominees Up for Election at the 2027 Annual Meeting

RALPH M. DELLA RATTA, JR.

AGE72

DIRECTOR SINCE2020

BOARD COMMITTEES

Compensation (Chair)

Audit

BUSINESS EXPERIENCE

Mr. Della Ratta was appointed as a director of SunCoke Energy, Inc., effective December 3, 2020. From 2004 to 2017, he was Founder, Senior Managing Director and Chief Executive Officer of Western Reserve Partners LLC, a Cleveland, Ohio based investment banking merger and acquisition advisory firm. The firm was acquired in 2017 by Citizens Financial Group [NYSE: CFG], a large commercial banking institution. Following the acquisition, Mr. Della Ratta served as Co-Headof Merger and Acquisition Advisory Services for Citizens Financial Group, Inc., leading a team focused on delivering M&A services and related financial analysis to middle-market customers. Mr. Della Ratta retired from Citizens in June, 2022. He joined Kirtland Capital Partners, a middle market private equity firm, as a partner in July, 2022. From 2004 to 2020, Mr. Della Ratta served on the Board of Olympic Steel, Inc. [NASDAQ: ZEUS] (a leading U.S. metals service center), where he was Lead Independent Director, a member of the Audit and Compliance Committee and, at different times, served as Chair of the Compensation Committee and Chair of the Nominating Committee. Mr. Della Ratta is involved in numerous non-profitand civic organizations, including: The Duke University Alumni Association and Annual Fund, Kent State University Board of Trustees (past Chair), The Ohio Venture Capital Authority, The Rock and Roll Hall of Fame, and the United Cerebral Palsy Telethon (Chair).

QUALIFICATIONS

Mr. Della Ratta brings valuable business and extensive financial experience to the Board, particularly with regard to capital raising, commercial banking, mergers and acquisitions, strategic financial analysis and capital markets transactions. In addition, Mr. Della Ratta also has knowledge of manufacturing and distribution in the steel and metals services industry.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  7

Table of Contents

 Proposal

 One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

SUSAN R. LANDAHL

AGE65

DIRECTOR SINCE2017

BOARD COMMITTEES

Governance (Chair)

Compensation

BUSINESS EXPERIENCE

Ms. Landahl was appointed as a director of SunCoke Energy, Inc., effective September 1, 2017. From June 2015 until her retirement in January 2021, Ms. Landahl served as Senior Vice President, Organizational Effectiveness and Integrated Performance Assessment of Exelon Generation Company, LLC, a major generator and marketer of electricity and a subsidiary of Exelon Corporation, one of the nation's largest power generators, with operations in 48 states. After joining Exelon in 1999, Ms. Landahl held a number of senior leadership positions, including Senior Vice President, Operations Integration & Business Development from August 2012 to January 2014, and Chief Operating Officer & Senior Vice President, Exelon Nuclear from June 2010 to August 2012. In this latter position, she oversaw 10 nuclear facilities and was responsible for 5,000 employees and annual budgets in excess of $1.5 billion. As Vice President, Industry Leadership at the Institute for Nuclear Power Operations from January 2014 to June 2015, Ms. Landahl led development of INPO 15-005,now the industry standard for leadership development and organizational effectiveness for the entire U.S. nuclear fleet and much of the world.

QUALIFICATIONS

Ms. Landahl is a knowledgeable and experienced industry leader with strong operational skills and a proven track record for successfully managing large, complex projects. She has a keen understanding of the energy industry, and possesses senior-level planning and managerial experience.

8  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

Table of Contents

 Proposal

 One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Class I: Nominees Up for Election at the 2028 Annual Meeting

ARTHUR F. ANTON

AGE68

DIRECTOR SINCE2020

BOARD COMMITTEES

Compensation

Governance

OTHER PUBLIC BOARDS

Diebold Nixdorf Incorporated

BUSINESS EXPERIENCE

Mr. Anton was appointed as a director of SunCoke Energy, Inc., effective March 16, 2020, and was appointed as non-executiveChairman of the Board effective January 1, 2021. During the course of his career, Mr. Anton has served in various senior roles at The Swagelok Company (a large fluid systems technology company) most recently as Chairman of the board from September 2017 to December 2019, and as Chief Executive Officer from 2004 to 2017. Prior to that, he served as Swagelok's President and Chief Executive Officer from 2004 to 2017, as its President and Chief Operating Officer from 2001 to 2004, as its Executive Vice President from 2000 to 2001, and as its Chief Financial Officer from 1998 to 2000. Prior to joining Swagelok in 1998, Mr. Anton was a Partner of Ernst & Young LLP (a professional accounting and consulting services firm), where he consulted with companies in manufacturing, energy, service, and other industries. Mr. Anton currently also serves as a director on the board of Diebold Nixdorf, Incorporated [NYSE: DBD] (a leading manufacturer of automated teller, calculating, and accounting machinery), where he serves as Chair of the Audit Committee and as a member of the Nominating and Governance Committee. Previously, Mr. Anton served on the boards of Olympic Steel [NASDAQ: ZEUS] (from 2009 to 2026) and The Sherwin-Williams Company [NYSE: SHW] (from 2006 to 2025), and was former Chairman of University Hospitals Health System in the Cleveland, Ohio area.

QUALIFICATIONS

Mr. Anton is an experienced corporate executive with strong operational, financial and leadership expertise, along with significant experience in the steel industry. He brings substantial domestic and international manufacturing and distribution experience and strategic planning expertise to our Board. In addition, as a former partner of Ernst & Young LLP and the former Chief Financial Officer of Swagelok, Mr. Anton has financial expertise and extensive financial experience.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  9

Table of Contents

 Proposal

 One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

ANDREI A. MIKHALEVSKY

AGE71

DIRECTOR SINCE2023

BOARD COMMITTEES

Compensation

Governance

BUSINESS EXPERIENCE

Mr. Mikhalevsky was appointed as a director of SunCoke Energy, Inc., effective February 23, 2023. He is the former President and Chief Executive Officer of California Dairies, Inc., a leading milk marketing and processing cooperative co-ownedby 390 dairy producers supplying 17 billion pounds of milk products annually. Mr. Mikhalevsky has more than 40 years of leadership experience. Prior to California Dairies, Inc., he served as managing director of global ingredients and foodservices at Fonterra Cooperative Group Ltd., the world's largest dairy exporter. In this role, Mr. Mikhalevsky was responsible for developing and building many of Fonterra's global customer partnerships. In addition, he oversaw Fonterra's research and innovation division and its branded business in Latin America. Previously, Mr. Mikhalevsky held senior executive positions at Campbell Soup Company, Georgia Pacific Corp., and Symrise Inc. He has been affiliated with numerous food & dairy industry-related boards, trade associations, and charitable boards, including Foremost Farms, where he has served as a Director since 2024.

QUALIFICATIONS

Mr. Mikhalevsky is a highly experienced senior-level executive, with global manufacturing and marketing expertise, as well as senior-level strategic planning and business development experience. He has been significantly engaged in trade advocacy efforts and legislative efforts in Washington D.C. and has testified before congressional committees and subcommittees. In addition, he has extensive board-level oversight experience as a director of several large private companies and industry associations.

10  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

Table of Contents

Proposal

One

 The Board &
 Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

THE BOARD OF DIRECTORS AND ITS COMMITTEES

Our Board is composed of a majority of independent directors and our Audit, Compensation and Governance Committees are each composed entirely of independent directors. The following table shows the membership of our Committees as of April 1, 2026:

Name

     Audit         Compensation       Governance   

Katherine T. Gates

Arthur F. Anton

       

Martha Z. Carnes

*     

Ralph M. Della Ratta, Jr.

     *   

Susan R. Landahl

    *   

Michael W. Lewis (1)

        

Andrei A. Mikhalevsky

       
*

Denotes Committee Chair

(1)

On February 24, 2026, SunCoke Energy announced that Mr. Lewis had stated his intention to retire from our Board of Directors, effective as of the date of the 2026 Annual Meeting. Mr. Lewis' decision to retire from the Board did not arise from any disagreement with SunCoke Energy, its management, or the other directors on any matter relating to our operations, policies or practices, or the general direction of the Company.

The following table shows the proposed membership of our Committees following SunCoke Energy's 2026 Annual Meeting:

Name

    Audit       Compensation         Governance   

Katherine T. Gates

   

Arthur F. Anton

    

Martha Z. Carnes

*        

Ralph M. Della Ratta, Jr.

     *   

Susan R. Landahl

    *   

Andrei A. Mikhalevsky

       
*

Denotes Committee Chair

Meeting Attendance

The Board held ten meetings in fiscal year 2025. Each director who served in fiscal year 2025 attended over 75% of the aggregate of: (i) the total number of meetings of the Board during the periods that he or she served in fiscal year 2025 and (ii) the total number of meetings of the Committees on which he or she served during the periods that he or she served in fiscal year 2025. The Company does not have a specific policy regarding director attendance at the Annual Meeting. However, all directors attended the 2025 Annual Meeting which was held on May 15, 2025.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  11

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 The Board &
 Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

The following charts describe the Committees of the Board in in fiscal year 2025:

Audit Committee

CHAIRMAN:

Ms. Carnes*

MEMBERS:

Mr. Della Ratta*

Mr. Lewis*

*Financial Expert

All members of the Audit Committee are "independent" as defined in the listing standards of the New York Stock Exchange, or NYSE, and the rules and regulations of the Securities and Exchange Commission, or SEC.

COMMITTEE KEY RESPONSIBILITIES:

The Board has determined that members of the Audit Committee are independent directors for purposes of serving on an audit committee under applicable SEC and NYSE requirements, and each is financially literate and has accounting or related financial management expertise as required by the applicable rules of the NYSE.

The Audit Committee assists the Board in: (1) the appointment, evaluation and compensation of the Company's independent auditor, (2) the review and monitoring of internal controls over financial reporting and the Company's financial statements and disclosures, (3) pre-approvalof audit services, internal control-related services and permitted non-auditservices, (4) oversight and monitoring of the Company's internal audit function and independent auditors, (5) monitoring compliance by the Company with legal and regulatory requirements, including the Company's Code of Business Conduct and Ethics; and (6) oversight of the Company's information technology use and protection including, but not limited to enterprise cybersecurity and privacy.

The Audit Committee does not itself prepare financial statements or perform audits and its members are not auditors or certifiers of SunCoke Energy's financial statements. In fulfilling its oversight responsibility of appointing and reviewing the services performed by our independent registered public accounting firm, the Audit Committee carefully reviews the policies and procedures for the engagement of our independent registered public accounting firm, including the scope of the audit, audit fees, critical audit matters, auditor independence matters and the extent to which the independent registered public accounting firm may be retained to perform non-auditrelated services.

The Board has adopted a written charter for the Audit Committee, which is available on our corporate website at www.SunCoke.com. The Audit Committee met eight times in fiscal year 2025.

Compensation Committee

CHAIRMAN:

Mr. Della Ratta

MEMBERS:

Mr. Anton

Ms. Landahl

Mr. Mikhalevsky

COMMITTEE KEY RESPONSIBILITIES:

The Compensation Committee is responsible for the approval, evaluation and oversight of compensation plans, policies and programs for the executive officers and certain other employees of SunCoke Energy and its subsidiaries. The Compensation Committee also reviews the form and amount of director compensation and makes recommendations to the Board regarding the Company's director compensation program. The Compensation Committee also has authority over the appointment, evaluation and compensation of any independent compensation consultant it uses in the evaluation of executive officer compensation.

The Board has adopted a written charter for the Compensation Committee, which is available on our corporate website at www.SunCoke.com. The Compensation Committee met four times in fiscal year 2025.

12  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

Table of Contents

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One

 The Board &
 Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Governance Committee

CHAIRMAN:

Ms. Landahl

MEMBERS:

Mr. Anton

Mr. Lewis

Mr. Mikhalevsky

COMMITTEE KEY RESPONSIBILITIES:

The Governance Committee: (1) assists the Board in identifying individuals qualified to become Board members, (2) recommends to the Board director nominees to be considered by stockholders, (3) recommends Corporate Governance Guidelines to the Board, (4) leads the Board in its annual review of Board performance, and (5) recommends to the Board nominees for each Board committee.

The Board has adopted a written charter for the Governance Committee, which is available on our corporate website at www.SunCoke.com. The Governance Committee met three times in fiscal year 2025.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is or ever was an officer or employee of SunCoke Energy or any of our subsidiaries. In addition, none of our executive officers served on the compensation committee or board of directors of any other company of which any of our directors also was an executive officer.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  13

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One

The Board &
Committees
 Corporate
 Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

CORPORATE GOVERNANCE

Corporate governance at SunCoke Energy is designed to promote the long-term interests of our stockholders, strengthen Board and management accountability, foster responsible decision-making and engender public trust. We have adopted leading governance practices that establish strong independent leadership in our boardroom, ensure Board and management accountability, and provide our stockholders with meaningful rights.

We believe that such corporate governance practices are essential to our long-term success. The following are key governance provisions that highlight SunCoke Energy's commitment to transparency and accountability:

   Strong Board independence (5 out of 6 directors are independent)

   Independent Chairman with robust responsibilities

   Separate independent Chairman and CEO roles

   Majority vote standard for uncontested election of directors

   Limitations on outside board and audit committee service

   Non-executivedirectors regularly meet in executive sessions without management present

   Fully independent Audit, Compensation and Governance Committees

   Annual Board and Committee self-evaluations

   Rigorous stock ownership requirements for executive officers and directors

   Strong stockholder engagement practices

   Code of Business Conduct & Ethics applicable to directors and executive officers

   Demonstrated focus on, and commitment to, ongoing Board refreshment

Director Independence

The Board, upon the recommendation of the Governance Committee, has determined that each of our non-executivedirectors who serves as a director is "independent" under the applicable rules of the NYSE and the SEC and is free of any direct or indirect material relationship with SunCoke Energy or its management.

Board Leadership Structure

Our Board currently separates the roles of Chairman and Chief Executive Officer. The current leadership structure of the Board includes our independent non-executiveChairman (Mr. Anton), and our President and Chief Executive Officer (Ms. Gates). Our Governance Committee and Board believes that the current Board leadership structure, with separate roles for the Chairman and the Chief Executive Officer is in the best interests of SunCoke Energy and its stockholders at the present time. In our view, a number of factors support the current leadership structure chosen by the Board, including, among others:

Separating these two roles increases the Board's independence from management, thus reducing the potential for actual or perceived conflicts of interest related to executive compensation, performance and succession.

The Chairman provides independent oversight, presiding over the meetings of our Board of Directors (including sessions with only independent directors present) and coordinating the work of the standing Committees of our Board.

The Chairman serves as a liaison between our Board and senior management with non-executivedirectors having the ability to to raise issues and concerns for Board consideration.

This governance structure promotes a balance between the Board's independent authority to oversee our business and the Chief Executive Officer and her management team who manage the business on a day-to-day basis.

14  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

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The Board &
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 Corporate
 Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Our Governance Committee annually assesses these roles and the board leadership structure to ensure that the interests of SunCoke Energy and its stockholders are best served. Our By-lawsallow the Chief Executive Officer to be designated as Chairman of the Board. If the individual elected as Chairman of the Board is also the Chief Executive Officer, or if the Chairman of the Board is otherwise not independent, then the Chair of our Governance Committee will act in the role of Lead Director. The duties of such a Lead Director are described in our Corporate Governance Guidelines and include: (1) the authority to chair those meetings of the Board at which the Chairman is not present; and (2) the authority to preside at executive sessions of the independent directors. A Lead Director also may provide advice and counsel, as needed, to the Chairman, and/or the Chief Executive Officer, on strategic issues and on Board and Committee matters generally. If appointed, a Lead Director also would lead the Board and Committee self-evaluation process, as well as the annual evaluation of the Chief Executive Officer by the independent directors. Except for Ms. Gates, who is our current President and Chief Executive Officer, our Board is composed entirely of independent directors. The Audit, Compensation and Governance Committees are composed solely of independent directors.

Risk Oversight

Our Board has an active role, both as a whole, and also at the committee level, in overseeing management of the Company's risks, including financial risks, cybersecurity risks, credit and liquidity risks, legal and regulatory risks, and operational risks. The Board is responsible for general oversight of risks and regularly reviews information from management who is responsible for the day-to-dayprocesses and operations to manage risks.

In accordance with NYSE requirements, the Audit Committee charter provides that the Audit Committee is responsible for reviewing and discussing SunCoke Energy's major financial risk exposures and the steps management has taken to monitor and control such exposures. On a regular basis, our officers who are responsible for monitoring and managing SunCoke Energy's risks, including our President and Chief Executive Officer, our Senior Vice President and Chief Financial Officer, and our Senior Vice President, Chief Legal and Administrative Officer, make reports to the Audit Committee. The Audit Committee, in turn, reports to the full Board of Directors. While the Audit Committee has primary responsibility for overseeing risk management, our entire Board is actively involved in overseeing risk management by engaging in periodic discussions with our officers as deemed appropriate. In addition, each of our Committees considers the risks within its areas of responsibility. For example, the Audit Committee focuses on risks inherent in our accounting, financial reporting and internal controls, and the Compensation Committee considers the risks that may be implicated by our executive compensation program. The Compensation Committee's assessment of risk related to compensation practices is discussed in more detail in the Compensation Discussion and Analysis section of this Proxy Statement. We believe that the leadership structure of our Board supports its effective oversight of our risk management.

Cybersecurity

Our Board recognizes the importance of maintaining the trust and confidence of our customers, suppliers, vendors, contractors and employees, and devotes significant time and attention to oversight of cybersecurity and information security risk. Our Audit Committee charter memorializes the Committee's role in reviewing cybersecurity matters. The Audit Committee oversees the initial assessment of cybersecurity threats as well as the Company's approach to management and mitigation of such risks, compliance with industry standards related to cybersecurity, and the Company's public disclosures related to cybersecurity matters, digital safety, risks related to artificial intelligence, as well as the responsible use of artificial intelligence. In addition, our Board of Directors devotes regular attention to oversight of cybersecurity risks. At least annually, the entire Board receives an update from our Chief Information Officer detailing our cybersecurity threat risk management and strategy processes. This update covers topics such as data security posture, results from assessments conducted by third parties, progress toward security goals, and any material cybersecurity developments, as well as steps taken in response to such developments. Management has continued to take significant steps to enhance our data security infrastructure and defenses. We utilize third-party experts, independent cybersecurity advisors, and auditors to conduct regular risk assessments, penetration testing, and vulnerability analyses. We perform these risk assessments to inform our risk mitigation strategies and prioritize cybersecurity initiatives.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  15

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One
The Board &
Committees
 Corporate
 Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A
Other
Information
The results of our cybersecurity assessments are regularly shared with senior management and our Board. We regularly review and update our cybersecurity processes to help address the evolving cybersecurity landscape and legal requirements, providing clear guidelines for our employees and third-party service providers. We also conduct a periodic review of the Company's cyber insurance policies to ensure appropriate coverage.
Sustainable Business Practices
Our Board recognizes the importance of sustainability and works alongside management to provide broad oversight of the Company's policies, initiatives, objectives and practices regarding safety and environmental matters, climate change, health and corporate social responsibility. The Board receives updates from management and considers stakeholder concerns regarding current and emerging matters that may affect business practices. We also have reported on our efforts and practices in an annual Sustainability Report which discusses our programs and policies designed to promote ethical business practices, good corporate governance, and the well-being and health of our environment, employees, and the communities in which we live and work.
Executive Sessions of the Board
Our Board holds regular executive sessions at which the independent directors meet without any members of management present. The purpose of these executive sessions is to promote open and candid discussion among the independent directors. In accordance with applicable NYSE rules, our
non-executive
Chairman presides over the executive sessions of the independent directors. The independent directors met in executive sessions separate from management six times during fiscal 2025.
Corporate Governance Guidelines
Our Board has adopted Corporate Governance Guidelines that address the following matters, among others: (1) composition of the Board and director qualifications; (2) operations of the Board; (3) responsibilities of the Board; and (4) Committee structure and responsibilities. These Corporate Governance Guidelines are posted on our corporate website at
www.SunCoke.com
.
Insider Trading Policy and Restrictions on Hedging & Pledging
SunCoke Energy, Inc. has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by the members of our Board, our officers (including our named executive officers, or "NEOs") and employees, and the Company itself, that the Company believes are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and the listing requirements of the NYSE. A copy of our Insider Trading Policy has been filed as Exhibit 19.1 to our Annual Report on Form
10-K
for the year ended December 31, 2025. It is the Company's policy to comply with applicable insider trading laws, rules and regulations, and the listing standards of the NYSE when engaging in transactions in Company securities. The Insider Trading Policy prohibits trading in our securities except during specifically designated windows and also prohibits certain types of trading activities whether or not they technically involve insider trading. We consider it inappropriate for any director, officer or other employee to enter into speculative hedging or monetization transactions involving SunCoke Energy securities. In general, such transactions are designed to offset or reduce the risk of price fluctuations in the underlying security and, as such, sever the ultimate alignment with our stockholders' interests. Under our Insider Trading Policy, no employee, officer, or director of SunCoke Energy may, either directly or indirectly through a third party, enter into short sales or purchase, sell or exercise any puts, calls or similar instruments pertaining to securities of SunCoke Energy (other than options exercised in accordance with the terms of an option plan sponsored by SunCoke Energy) or engage in hedging activities of any kind (
e.g
., covered calls, collars, equity swaps, prepaid variable forwards, and exchange funds) pertaining to any SunCoke Energy securities, in each case because of the potential conflict of interest or the perceptions created, and the resulting possible impact on the market. Additionally, no employee (including any officer) or director of SunCoke Energy may pledge any SunCoke Energy securities as collateral for any loan or deposit, or hold any such securities in a margin account, since a foreclosure sale or margin sale could occur at a time when the pledgor is aware of material non-public information, or otherwise not permitted to trade in SunCoke Energy securities.
16  
SUNCOKE ENERGY, INC.
2026 PROXY STATEMENT

Table of Contents

Proposal

One

The Board &
Committees
 Corporate
 Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Review of Related Person Transactions

The Board has adopted a written policy that applies to interested transactions with related parties. For purposes of the policy, interested transactions include transactions, arrangements or relationships involving amounts greater than $100,000 in the aggregate in which the Company is a participant and a related person has a direct or indirect interest. Related persons are deemed to include executive officers, directors, director-nominees, owners of more than five percent of our Common Stock or an immediate family member of the preceding group. Under the policy, the Governance Committee reviews the material facts of all interested transactions that require its approval and either approves or disapproves of the entry into the interested transaction, subject to certain exceptions described below. The policy prohibits any director from participating in any discussion or approval of an interested transaction for which such director is a related person, except that such director is required to provide all material information concerning the interested transaction to the Governance Committee.

As part of its review and approval of a related person transaction, the Governance Committee considers, among other things, whether the transaction is made on terms no less favorable than terms that would be generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person's interest in the transaction. Our related person transactions policy also provides that certain interested transactions will have standing pre-approvalfrom the Governance Committee. These include: (1) employment of executive officers if the compensation is disclosed in the proxy statement or approved by the Board or the Compensation Committee; (2) employment of an immediate family member of a director, director nominee or executive officer with compensation that does not exceed $120,000; (3) director compensation that is disclosed in the proxy statement; (4) transactions with companies where the business is less than the greater of $1 million or two percent of the other company's total revenues; (5) certain charitable contributions; (6) transactions where all stockholders receive proportional benefits; (7) transactions involving competitive bids; (8) regulated transactions; (9) certain banking services; and (10) certain transactions available to all employees or third parties generally.

In 2025, we did not engage in any related person transaction(s) requiring disclosure under Item 404 of Regulation S-K.

Director Attendance Policy

Directors are expected to attend the Board meetings and meetings of the Committees on which they serve, as well as our annual meeting of stockholders.

Indemnification Agreements

Our directors are asked to enter into individual Indemnification Agreements with SunCoke Energy when joining the Board. The Indemnification Agreement is the same for each director and provides contractual indemnification in addition to the indemnification provided in our Certificate of Incorporation and the By-laws.The Indemnification Agreement provides each director with indemnification to the fullest extent permitted by law. Subject to certain limitations and exceptions, the Indemnification Agreement provides, among other things, that we will indemnify each director against expenses, liabilities, losses, judgments, fines and amounts paid in settlement incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the director is or was our director or by reason of the fact that the director is or was serving at our request as a director, officer, manager, trustee, fiduciary, employee or agent of another entity, with certain stated exceptions. In addition, under the Indemnification Agreement, we are obligated to advance payment to each director for all expenses reasonably incurred by such director with respect to the events or occurrences specified above, provided that the director must repay the advanced expenses to the extent that it is ultimately determined that the director is not entitled to indemnification under the terms of the Indemnification Agreement.

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The Board &
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 Corporate
 Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees, including our Chairman, President and Chief Executive Officer, Senior Vice President and Chief Financial Officer, Vice President and Controller, and other senior financial officers. The Code of Business Conduct and Ethics is posted on our corporate website at www.SunCoke.com.

Oversight of Management Succession

The Company has adopted a management succession policy pursuant to which the Board of Directors regularly reviews the Company's succession plan for the CEO and other senior executives. This process is designed to prepare the Company for both planned succession events as well as unplanned succession events, such as those arising from unexpected illness or death or other sudden departure, to ensure the stability and accountability of the Company during periods of transition. The Board of Directors' periodic review of the Company's succession plan includes an evaluation of potential candidates for the CEO position and other senior executive positions, including an assessment of whether each candidate possesses the skills, experience, education, and other attributes that the Board of Directors believes to be required for such positions in light of the Company's business, operations, strategy and culture. The Company's management succession policy also provides process guidelines in the event of an emergency management succession event.

Board of Directors and Committee Evaluations

Our Board recognizes that a robust and constructive Board and Committee evaluation process is an essential component of board effectiveness. As such, our Board and each of our Committees conduct an annual evaluation, which includes a qualitative assessment by each director of the performance of the Board and the Committee or Committees on which the director sits. The Governance Committee oversees the evaluation process.

Communications with the Board

Stockholders and other interested persons may communicate any concerns they may have regarding SunCoke Energy to the attention of the Board, or to any specific member of the Board, including the Chairman, by writing to the following address:

SunCoke Energy, Inc.

c/o Corporate Secretary

1011 Warrenville Road - Suite 600

Lisle, Illinois 60532

Communications directed to the independent directors as a group should be sent to the attention of the Chairman, c/o the Corporate Secretary, at the address indicated above. Any stockholder or other interested person who has a particular concern regarding accounting, internal accounting controls or other audit matters that he or she wishes to bring to the attention of the Audit Committee of the Board may communicate those concerns to the Audit Committee or its Chair, c/o the Corporate Secretary, using the address indicated above.

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The Board &
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Corporate
Governance
 Director
 Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

DIRECTOR COMPENSATION

The compensation program for our independent directors is designed to attract experienced and highly qualified directors, provide appropriate compensation for their time, efforts, commitment and contributions to SunCoke Energy and our stockholders and align the interests of the independent directors and our stockholders. The Governance Committee reviews director compensation regularly. On a biennial basis, Meridian Compensation Partners LLC, or Meridian, an independent compensation consulting firm, presents a benchmarking report on director compensation for the same peer group of companies that the Compensation Committee uses to benchmark compensation for our executives. After reviewing the information presented by Meridian and other public information on the topic, the Compensation Committee evaluates the compensation program for our independent directors to ensure that it is consistent with market practice and makes recommendations of appropriate changes to the Board.

Annual Retainers

SunCoke Energy does not pay meeting fees. The table below summarizes the current structure of the independent director compensation program for SunCoke Energy's independent directors:

BOARD SERVICE

Annual Retainer (Cash Portion)

$ 90,000 

Annual Retainer (Stock Portion)

$ 130,000 

COMMITTEE SERVICE

Annual non-executiveChairman Retainer

$ 100,000 

Annual Lead Director Retainer (if applicable)

$ 80,000 

Annual Committee Chair Retainers:

Audit Committee Chair

$ 25,000 

Compensation Committee Chair

$ 20,000 

Governance Committee Chair

$ 15,000 

Annual Audit Committee Member Retainer

$ 10,000 

Retainer Paid in Shares

A portion of the independent directors' annual retainer is paid in the form of our Common Stock. Each independent director also may elect to receive payment of all or a portion of his or her annual cash retainers in the form of our Common Stock.

Each independent director may designate his or her compensation to be delivered in the form of restricted share units. Each share unit is treated as if it were invested in shares of our Common Stock, but it does not have voting rights. Share units are credited with dividend equivalents that entitle the holder to receive payment in an amount equal to the cash dividends payable on a number of shares of Common Stock equal to the number of outstanding share units. The dividend equivalents are credited to a bookkeeping account for each director who has share units. The dividend equivalent account does not bear interest. Payment of dividend equivalents coincides with the settlement of the related share units. Independent directors may choose to receive their aggregate share units paid out in a lump sum, or as a series of up to three approximately equal annual installments, commencing on January 15 of the calendar year following the calendar year in which they leave the Board. Successive annual installment payments are made no earlier than January 15 of each such year. Share units are settled in an equivalent number of shares of Common Stock on the payment date.

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The Board &
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Governance
 Director
 Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Director Stock Ownership Guidelines

Each independent director is expected to own a number of shares of our Common Stock having an aggregate market value equal to at least five times the independent director's annual cash retainer for Board service. Share units credited to an independent director will be counted for purposes of determining compliance with these guidelines. Once the applicable guideline ownership level has been attained, compliance will not otherwise be affected by a subsequent decline in the trading price of our Common Stock. Our directors are allowed a five-year phase-inperiod to reach their respective stock ownership goals in order to comply with the applicable guidelines. As of December 31, 2025, each of our independent directors with five or more years of service were in compliance with the guidelines. Each of our independent directors with less than five years of service will have five years from their appointment to the Board in which to meet their respective stock ownership goals.

Director Compensation Table

The table below sets forth the compensation paid by SunCoke Energy, Inc. to its independent directors in fiscal 2025. During 2025, and Ms. Gates, as SunCoke's President and Chief Executive Officer, was an employee director and, as such, did not receive separate compensation for her Board service.

Name

Fees
Earned or
Paid in
Cash
($) (1)
Stock
Awards
($) (2)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)

Arthur F. Anton

190,000  130,000  320,000 

Martha Z. Carnes

115,000  130,000  245,000 

Ralph M. Della Ratta, Jr.

72,000  178,000  250,000 

Susan R. Landahl

105,000  130,000  235,000 

Michael W. Lewis

100,000  130,000  230,000 

Andrei A. Mikhalevsky

90,000  130,000  220,000 
(1)

The amounts in this column reflect the cash retainers paid to independent directors during fiscal year 2025. Mr. Della Ratta elected to have 40 percent ($48,000) of his annual cash retainers delivered in the form of restricted share units.

(2)

The amounts in this column represent the grant date fair value of the stock retainer payments paid to each director in fiscal 2025, calculated pursuant to FASB ASC Topic 718. Ms. Carnes, Mr. Della Ratta, Ms. Landahl, Mr. Lewis, and Mr. Mikhalevsky each received their respective stock retainers in the form of restricted share units. Mr. Anton received his respective stock retainer in the form of shares of our Common Stock.

20  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

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The Board &
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Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

EXECUTIVE COMPENSATION

Compensation Committee Report

Based on our review, and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and be incorporated in the Company's Annual Report on Form 10-Kfor the year ended December 31, 2025.

Members of the Compensation Committee:

Ralph M. Della Ratta, Jr. (Chair)

Arthur F. Anton

Susan R. Landahl

Andrei A. Mikhalevsky

Named Executive Officers ("NEOs") for 2025: For 2025, our NEOs were:

Katherine T. Gates

President and Chief Executive Officer

Mark W. Marinko

Senior Vice President and Chief Financial Officer

P. Michael Hardesty

Senior Vice President Commercial Operations, Business Development, Terminals and International Coke

Sarah E. Albert

Senior Vice President, Chief Legal and Administrative Officer

John F. Quanci

Vice President, Engineering & Technology, and Chief Technology Officer

Leadership Succession

Effective March 13, 2026, Mr. Marinko retired as SunCoke's Senior Vice President and Chief Financial Officer. As part of a planned leadership succession process, Mr. Shantanu Agrawal, succeeded Mr. Marinko as Senior Vice President and Chief Financial Officer, effective upon Mr. Marinko's retirement. Mr. Agrawal (age 39) joined the SunCoke in 2014 and has assumed progressively responsible leadership roles, leading our finance and treasury functions, including oversight of budgeting, forecasting, financial analysis, cash management, investor relations and procurement. He has served as Vice President, Finance and Treasurer of SunCoke Energy, Inc. since July 2021. As Senior Vice President and Chief Financial Officer, Mr. Agrawal receives an annual base salary of $450,000 and is eligible to receive an annual non-equityincentive plan target award equal to 75% of his base salary. He will receive such long-term incentive compensation awards as determined by the Compensation Committee, and he remains eligible to participate in SunCoke's executive severance and comprehensive benefit plans.

Compensation Discussion and Analysis ("CD&A")

This CD&A describes the material elements of the 2025 compensation and benefit programs for our NEOs. This CD&A is organized into five sections:

SECTION 1 - EXECUTIVE SUMMARY 22
SECTION 2 - OUR COMPENSATION PHILOSOPHY 24
SECTION 3 - ROLE OF MANAGEMENT, COMPENSATION CONSULTANTS AND MARKET DATA 25
SECTION 4 - ELEMENTS OF COMPENSATION: PAY MIX, OPPORTUNITY AND LEVERAGE 28
SECTION 5 - OTHER COMPENSATION INFORMATION 35

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  21

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

SECTION 1 - EXECUTIVE SUMMARY

In 2025, we continued to focus on the long-term success of our core businesses, safely delivering high-quality products and services and investing in our assets. Our focus is on rewarding our long-term shareholders. In 2025, we returned $41.4 million of capital via our quarterly cash dividend of $0.12 per share. SunCoke has paid a cash dividend in each of the last 26 quarters and, during that period, has increased the dividend rate four times, doubling from $0.06 to $0.12 per share. While maintaining strong relationships with existing customers, as detailed below, we continue to pursue new customers and business opportunities in which to apply our robust operational and technical expertise. We accomplished this by acquiring Phoenix, a leading provider of services to major steel producing companies, in August 2025. This acquisition is a result of the disciplined pursuit of profitable growth to reward long-term shareholders.

Phoenix is an excellent strategic fit with the core elements of our business, and with the addition of these operations, SunCoke's reach extends to new industrial customers, including electric arc furnace operators. Phoenix's global footprint adds to our existing Brazil footprint, as well as select international markets. These high-value, site-based services are mission-critical to operational efficiency and reliability for steel mills. We are excited to be a provider of these services, and Phoenix provides a platform for further growth in the steel services space. Similar to SunCoke, Phoenix's contracts are long-term in nature, with contractually guaranteed fixed revenue and pass-through components. Phoenix does not take ownership of major consumables, reducing exposure to commodity price volatility. These favorable contract conditions allow for predictable, profitable long-term capital planning.

New customers and new markets provide multiple paths for further organic growth. By leveraging SunCoke's strong financial position and operational excellence, we will build upon Phoenix's success to better serve our existing and new customers. This acquisition positions us well for long-term sustainable earnings growth and increased shareholder value.

Domestic Coke:We are pleased with the SunCoke team's execution on our operational plan throughout 2025. While our long-term, take-or-paycoke contracts and foundry coke market participation continue to provide stability to our coke operations, our 2025 results reflect the challenging market conditions in which we operated during the year. Our Granite City, Illinois plant operated throughout the year, but at reduced tonnage and lower economics. The change in mix of contract and spot coke sales, coupled with a breach of contract by Algoma Steel, also impacted our results. We are pursuing arbitration and other active legal measures and expect to recover losses resulting from this breach. We optimized our coke fleet with the closure of our Haverhill I facility, resulting in revised Domestic Coke production capacity of approximately 3.7 million tons. We extended our contracts at Granite City through December 2026, and have extended our Haverhill II contract through December 2028. These contract extensions are in addition to our IHO contract, extended through 2035, and our MTO contract extended through 2032. Our Jewell facility is primarily dedicated to our foundry coke business. We will run at full capacity in 2026, with approximately three million contracted tons, and the remainder sold out between the foundry and spot blast coke markets.

Industrial Services (Logistics and Phoenix):Efforts to diversify our product and customer bases were successful in 2025, as our customers continue to find value in the reliability of the services we provide. Our new three-year, take-or-paycoal handling agreement at Kanawha River Terminal ("KRT") began in Q2 2025. Weak market conditions built throughout the year, impacting handling volumes at our terminals. At the same time, our 2025 results reflect the addition of five months of Phoenix, which performed in line with our expectations. In 2026, we will benefit from a full year of Phoenix, a full year of the new KRT contract, and expected modest improvement in market conditions at our terminals.

22  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

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The Board &
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Director
Compensation
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Beneficial
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Q&A Other
Information

The foundation for these accomplishments is stable, consistent operational execution, including strong safety and environmental performance:

Safety:Safety is our first priority, and we were exceptional in 2025 with a Total Recordable Incident Rate ("TRIR")(1) of 0.55, excluding Phoenix. This remarkable performance reflects SunCoke's dedication and commitment to maintaining a safe workplace through visible safety leadership. For purposes of our annual incentive plan, we set our safety target (e.g., TRIR = 0.8) much more stringently than industry benchmarks. For example, in 2024, the Bureau of Labor Statistics' overall reported TRIR for Petroleum and Coal (Coke) Products Manufacturing was 1.7, and overall reported TRIR for the Iron and Steel Mills Sector was 1.9.

Environmental:Environmental performance has always been central to our operations, and SunCoke continues to utilize actual, measurable environmental performance for our compensation program, as we have done since inception. Our 2025 performance was strong, with our entire cokemaking fleet remaining in compliance with venting and deviation metrics.

(1)

TRIR is described in greater detail in the Rationale and Definition for our Safety Performance metric under Annual Cash Incentive Awards on page 30 of this proxy statement.

2025 PERFORMANCE HIGHLIGHTS

We continue to focus on long-term success by providing high-quality cokemaking and industrial services. We achieved these objectives by:

acquiring Phoenix in August 2025, and performing to financial and operational expectations;

extending our Haverhill II cokemaking contract through December 31, 2028;

extending our Granite City cokemaking contract through December 31, 2026;

executing a new three-year, take-or-paycoal handling agreement at KRT;

and evaluating other potential, relevant growth opportunities.

We ended the year with gross leverage of 3.16x and returned capital to shareholders with a quarterly dividend of $0.12/share. In 2026, we expect to: (i) pay down the debt used to acquire Phoenix; and (ii) continue the quarterly cash dividend.

The foundation for our 2025 accomplishments is first-rate, consistent operational execution, including strong safety and environmental performance:

Delivered solid financial performance

Achieved consolidated Adjusted EBITDA(2) of $219.2 million.

Generated $109.1 million of operating cash flow.

Acquired Phoenix and performed to financial and operational expectations.

Supported full cokemaking capacity utilization via foundry sales, and long-term, take-or-paycontract extension

Extended Haverhill II cokemaking contract through December 31, 2028.

Granite City operated throughout 2025; cokemaking agreement extended through December 31, 2026.

Continued participation in the foundry coke market as a reliable supplier and technical partner to foundries across the United States.

Executed on well- established capital allocation priorities

Completed the acquisition of Phoenix; continued seamless integration and pursuing organic growth opportunities with existing and new contracts.

Gross leverage ratio of 3.16x at year-end,on a last twelve months Adjusted EBITDA basis, paying down borrowing for Phoenix acquisition to be under 3x in 2026.

Returned $41.4 million of capital to shareholders via our quarterly dividend of $0.12/share; we expect continuation of the dividend in 2026.

Demonstrated strong commitment to safety and environmental

Achieved Total Recordable Incident Rate (TRIR) of 0.55 for the full-year 2025, excluding Phoenix, representing exceptional safety performance for SunCoke.

Continued to deliver strong safety and operational excellence, with safety performance that is materially and consistently better than industry-wide rates.

Demonstrated rigorous environmental compliance and contributed to lower carbon steelmaking by providing high-quality, high-strength coke that lowers need for carbon-intensive fuels in the blast furnace.

(2)

For a reconciliation of Adjusted EBITDA, a non-GAAPmeasure, to net income, its most directly comparable financial measure calculated and presented in accordance with GAAP, please refer to Item 7 of our Annual Report on Form 10-Kfor the year ended December 31, 2025.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  23

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The Board &
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Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Historical Financial Performance

SunCoke represents stability and strength: we have a track record of delivering consistent financial results and generating steady free cash flow. Our deliberate and careful capital allocation decisions over the last several years have strengthened our balance sheet and financial position, while continuing to reward our long-term shareholders with our dividend and profitable growth. Despite this consistent performance, SunCoke's stock price is highly correlated with that of our customers and thus experiences volatility caused primarily by steel industry outlook factors. The steel industry outlook, and our customers' performance, can create a disconnect between our operating results and the trading price of our stock.

Shareholder Engagement

The Company values feedback from all of our stockholders and regularly engages with them at conferences and individually. We believe this approach to engaging proactively and openly drives increased accountability, well- rounded decision-making, and ultimately furthers creation of long-term value. During 2025, we engaged with 70 investors via audiovisual and in-personconferences. In addition, the Company's President & CEO and others regularly engage in dialogue with stockholders through the Company's quarterly earnings calls.

The Company received no recommendations on executive compensation from stockholders in 2025. In addition, our "Say on Pay" vote in 2025 received 96.0% support from stockholders. The Company's Board and Compensation Committee reviewed the results of this vote and concluded that this level of approval reflects strong shareholder support of our compensation strategy and programs. In light of this approval, the structure of our pay programs has remained materially consistent from 2019 through 2025.

SECTION 2 - OUR COMPENSATION PHILOSOPHY

Our Compensation Program is Designed Around These Guiding Principles:

Strong pay for performance orientation

A significant portion of our NEOs' pay is at risk based on financial, operational and share performance.

The level of pay at risk increases progressively at positions of greater responsibility.

Align Pay with
Long-Term
Interests of our
Stockholders

Our incentive compensation is linked to the achievement of performance and share metrics which drive shareholder value, thereby aligning to pay for performance and increasing stockholders' value over the long-term.

Attract, Reward & Retain Executives

Our compensation structure serves to attract and retain top-levelexecutive talent.

Provide
Competitive
Compensation

Our compensation levels use the median of the market as a reference point, with flexibility for individual experience and performance.

The market is defined by reference to general industry, as well as a specific peer group.

Avoid Legacy Liabilities

We provide competitive benefits in a manner that emphasizes flexibility and avoidance of legacy liabilities.

For example, our NEOs have no defined benefit pension plan or retiree medical plan.

24  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

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The Board &
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Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Compensation Governance Practices

We have a robust and ongoing annual process to plan, review and determine executive compensation, which includes engagement with our stockholders. Our compensation program is designed to promote exceptional performance and align the interests of our executives with the interests of our stockholders while discouraging executives from taking excessive risks.

What We Do: What We Don't Do:

ü    Align pay and performance

ü    Utilize a market-based approach for determining NEO target pay levels

ü    Cap annual and long-term incentive awards

ü    Require a "double trigger" for payment of change in control cash severance

ü    Require significant stock ownership of executive officers

ü    Provide for clawback of incentive awards if our financial statements are restated, or for executive misconduct

ü    Annually review any risks associated with our compensation programs

ü    Regularly engage with our stockholders

ü    Utilize an independent compensation consultant

No tax gross-ups,including on change in control payments

No re-pricingor cash buyout of out-of-the-moneystock options

No guaranteed minimum payout of annual or long-term performance awards

No individual employment contracts or individual change in control agreements beyond our severance / change in control plan

No hedging transactions, short sales or pledging of our Common Stock by our directors of executive officers

No dividends or dividend equivalents on unearned RSUs or performance shares

No perquisites, other than commuting allowances in lieu of relocation for certain executives

SECTION 3 - ROLE OF MANAGEMENT, COMPENSATION CONSULTANTS AND MARKET DATA

Role of Management

Each year, the Board of Directors establishes measurable performance goals and objectives for the CEO and the Company, and evaluates the CEO's performance against these goals and objectives. The CEO, in turn, reviews the performance of our other NEOs and makes recommendations to the Compensation Committee with respect to their compensation, including salary and annual and long-term incentives.

After considering the data on market-based compensation provided by the Company's independent compensation consultant, the Compensation Committee annually reviews and assesses the compensation of our NEOs. In so doing, the Compensation Committee also considers, among other things, the Company's results of operations, relative shareholder return, other performance metrics, and the value of similar compensation for NEOs at comparable companies. Based upon this review, the Compensation Committee determines the appropriate levels of compensation for all NEOs except for the CEO. The Compensation Committee then presents its recommendations, regarding the CEO's compensation, to the full Board for the Board's review and approval. The CEO attends Compensation Committee meetings, but is not present for, and does not participate in, discussions concerning the CEO's own compensation.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  25

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The Board &
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Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Compensation Consultant

Under its charter, the Compensation Committee has the sole authority to retain and terminate any compensation consultant used in the evaluation of executive compensation, and to approve the retention terms of the consultant, including fees. Meridian served as our independent compensation consultant in 2025, having been retained by the Compensation Committee in September 2021 to provide advice on executive compensation matters. The Compensation Committee regularly reviews the consultant's independence relative to key factors identified in the applicable listing standards of the NYSE. Based on its assessment, the Compensation Committee concluded that Meridian is independent and that no conflicts of interest exist.

Meridian provides advice on emerging trends, regulatory developments and data related to executive compensation. Meridian's services included evaluating our NEO total compensation competitive positioning, developing our compensation peer group, assisting in our annual and long-term incentive plan design, and assessing potential risks in our incentive plans. Meridian performs no other work for us.

Market Data

We operate in a unique sector of the industry, with no public companies that are direct competitors. The Compensation Committee considers national market survey data from Willis Towers Watson and Equilar. To supplement this survey data, the Compensation Committee considered additional compensation data derived from a peer group of 16 companies.

The nature of SunCoke's long-term take-or-paycoke contracts, which pass through commodity and certain operating costs to customers, makes revenue a less meaningful criteria for purposes of selecting peer companies. As a result, the Company uses EBITDA as the primary financial metric in selecting companies from comparable industries. Selected companies generally fall within the range of one-thirdto three times SunCoke's EBITDA. The Compensation Committee also considers other financial metrics, as appropriate, in making the final determination of peer companies. Market capitalization and enterprise value are used as reference measures when considering peer companies but these measures are volatile, especially in our industry.

26  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

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 Executive
 Compensation
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Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Our approved compensation peer group is comprised of the following companies:

Company

1-Year

 EBITDA 

(millions)

3-Year

 EBITDA 

(millions)

1-Year

 Revenue 

(millions)

 Market Cap. 

at 12/31/25

(millions)

 Enterprise Value 

at 12/31/25

(millions)

Primary Industry

Summit Materials, Inc. (1)

$ 843 $ 1,855 $ 3,755 N/A N/A Construction Materials

ATI Inc.

$ 812 $ 2,021 $ 4,587 $ 15,592 $ 17,245 Aerospace & Defense

Cabot Corporation

$ 785 $ 2,232 $ 3,713 $ 3,506 $ 4,631 Commodity Chemicals

Eagle Materials Inc.

$ 758 $ 2,258 $ 2,261 $ 6,627 $ 7,917 Construction Materials

Carpenter Technology Corporation

$ 632 $ 1,328 $ 2,877 $ 15,685 $ 16,181 Aerospace & Defense

Minerals Technologies Inc.

$ 378 $ 1,164 $ 2,073 $ 1,898 $ 2,581 Specialty Chemicals

Ingevity Corporation

$ 358 $ 1,156 $ 1,168 $ 2,128 $ 3,337 Specialty Chemicals

Koppers Holdings Inc.

$ 313 $ 811 $ 1,879 $ 531 $ 1,525 Commodity Chemicals

Kaiser Aluminum Corporation

$ 308 $ 768 $ 3,373 $ 1,844 $ 2,900 Aluminum

Quaker Chemical Corporation

$ 287 $ 874 $ 1,889 $ 2,381 $ 3,121 Specialty Chemicals

Warrior Met Coal, Inc.

$ 239 $ 1,336 $ 1,312 $ 4,635 $ 4,479 Steel

Worthington Steel, Inc. (2)

$ 226 $ 712 $ 3,093 $ 1,726 $ 2,145 Steel

Enviri Corporation (3)

$ 200 $ 706 $ 2,240 $ 1,445 $ 3,039
Environmental & Facilities
Services

Materion Corporation

$ 185 $ 594 $ 1,787 $ 2,577 $ 3,091 Diversified Metals & Mining

Metallus Inc. (4)

$ 57 $ 239 $ 1,158 $ 715 $ 539 Steel

Radius Recycling, Inc. (5)

$ 29 $ 150 $ 2,797 N/A N/A Steel

75th Percentile

$ 664 $ 1,465 $ 3,163 $ 4,353 $ 4,593

Median (n=16)

$ 310 $ 1,015 $ 2,250 $ 2,255 $ 3,106

25th Percentile

$ 219 $ 710 $ 1,856 $ 1,756 $ 2,661

  SunCoke Energy, Inc.

$ 219 $ 761 $ 1,837 $ 610 $ 1,268 Steel

 +/- Median       

-29 % -25 % -18 % -73 % -59 %

 Percentile Rank vs. Peers

25 % 32 % 24 % 3 % 6 %

Peer companies are sorted in descending order based on 1-YearEBITDA.

Source for peer data: S&P Capital IQ Database (reported as of 3/9/2026); Revenue and EBITDA calculated for the most recent fiscal year, while market cap and enterprise value are shown as of 12/31/2025.

Notes:

(1)

Summit Materials was acquired by Quikrete Holdings, Inc. on February 10, 2025; trailing 1-yearand 3-yearfigures reflect most recently reported data prior to acquisition.

(2)

Worthington Industries completed spinoff of Worthington Steel on December 1, 2023

(3)

Formerly known as Harsco Corporation.

(4)

Formerly known as TimkenSteel Corporation

(5)

Radius Recycling was acquired by Toyota Tsusho America, Inc. on July 10, 2025; trailing 1-yearand 3-yearfigures reflect most recently reported data prior to acquisition.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  27

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Corporate
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 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

SECTION 4 - ELEMENTS OF COMPENSATION: PAY MIX, OPPORTUNITY AND LEVERAGE

The total direct compensation opportunity for each NEO in 2025 was based on the NEO's annual base salary, annual target cash incentive award opportunity and annual target long-term incentive award opportunity. In making its decisions, the Compensation Committee considered both the Peer Group and General Industry survey data for each NEO's position. The Compensation Committee retains the flexibility to adjust compensation levels based upon other factors such as individual experience and performance.

Our philosophy is to drive a performance-oriented culture. To this end, performance-based compensation makes up a meaningful portion of each NEO's compensation as demonstrated in the chart below. We consider the compensation we pay through annual cash incentives under the Annual Incentive Plan, or AIP, and Long Term Incentives, or LTI grants, to be performance-based.

These percentages reflect annualized salary and annual and long-term incentive targets for 2025.

Base Salary

Base salary is the only fixed portion of total direct compensation for our NEOs. We focus on setting base salaries that are market-based, though actual positioning may vary based on factors such as individual performance, responsibilities associated with the position, experience in the position and more broadly, internal equity.

The Compensation Committee considers adjustments to the base salaries of executive officers on an annual basis. The Compensation Committee approved the increase in Ms. Gates' base salary to align her base salary with comparable peer group data. This increase, along with 3% merit-based increases for Messrs. Hardesty, Marinko, and Quanci were approved in February 2025.

  Named Executive Officer 2025 Annual
Base Salary ($)
2024 Annual
Base Salary ($)
Percentage
Increase (%)

Ms. Gates

975,000      900,000      8.3    

Mr. Marinko

503,464      488,800      3.0    

Mr. Hardesty

516,203      501,168      3.0    

Ms. Albert(1)

450,000      -      -    

Mr. Quanci

456,650      443,349      4.0    
(1)

The figure shown in the foregoing table for Ms. Albert's 2025 base salary became effective in June 2025, in conjunction with her promotion as SunCoke's Senior Vice President, Chief Legal and Administrative Officer.

28  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

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Matters
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Three
Q&A Other
Information

Annual Cash Incentive Awards

Overview: The NEOs participated in the SunCoke Annual Incentive Plan, or AIP, which is a performance-based annual cash incentive plan designed to promote the achievement of our annual business objectives by providing competitive incentive opportunities to employees who can significantly impact our performance. The payout under the AIP for each NEO is based on a combination of financial and operating goals detailed below, as well as individual performance. The payout if any, may not exceed 200% of a NEO's target incentive opportunity.

Target Incentive Opportunity: Each executive has a target incentive opportunity expressed as a percentage of annual salary. The Compensation Committee approved a market-based increase for Ms. Gates' target cash incentive to align her compensation with the peer group median effective January 1, 2025. For 2025, our NEO's target incentive opportunities were as shown in the table below. The Committee also approved an increase in Mr. Quanci's annual target cash incentive (from 70% to 75% of his base salary) to align his annual cash incentive opportunity with that of SunCoke's other NEOs.

Named Executive Officer

Annual Base

Salary ($)

Target Incentive
as % of Salary

Ms. Gates

975,000 110

Mr. Marinko

503,464  75

Mr. Hardesty

516,203  75

Ms. Albert

450,000  75

Mr. Quanci

456,650  75

For 2025, the AIP used the following corporate performance measures and weighting, which are unchanged from 2024:

Metric

Weighting Rationale and Definition

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)

70%

Adjusted EBITDA was selected as the primary measure since it best aligns with key measures of our business strategy and strongly correlates with shareholder value creation.

As defined in Item 7 of the Company's Form 10K, Adjusted EBITDA is earnings before interest, taxes, depreciation and amortization ("EBITDA"), adjusted for any impairments, and (gain) loss on extinguishment of debt.

Operating Cash Flow

10%

Operating cash flow measures the cash generated by our business activities. The cash generated by our business activities includes receipts from customers and payments for operating expenses.

Safety Performance

10%

Safety performance consists of an all-companytarget (Coke, Corporate and Logistics), which is measured using the regulatory Occupational Safety and Health Administration Total Recordable Incident Rate or TRIR (actual recordable incidents x 200,000, which is the approximate number of hours a person works each year multiplied by 100, divided by total man-hoursworked). In addition, to achieve performance more than 100%, there must be no high severity incidents. High severity is defined as an injury resulting in permanent and total disability or resulting in a fatality.

Environmental Performance

10%

Environmental performance is determined by a comprehensive assessment of (i) venting levels relative to each plant's operating permit or other agreements or allowances; (ii) the number of preventable "deviations," which are defined as nonconformance with an Environmental Protection Agency air permit term; and (iii) consideration of other relevant factors. In conducting its assessment of these factors, the Compensation Committee uses a formulaic approach for (i) and (ii), but also applies its judgment when considering (iii) as a modifier.

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Beneficial
Stock
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Matters
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Q&A Other
Information

The AIP threshold, or 25% achievement, is set at a level that represents minimum acceptable performance by the Company in the context of the business conditions, and other challenges. The target, or 100% achievement, is set at a level that represents performance that is demanding but attainable. The maximum, or 200% achievement, is set at a level that represents extraordinary performance.

The 100% achievement factor for financial and operational metrics is set at the level of the Board-approved operating plan. The threshold (25% of target payout) and maximum (200% of target payout) achievement factors represent 80% and 110% of the target level performance, and a curve is utilized to establish payout levels between the threshold and maximum. The safety metric is based on annual performance relative to an internal target set each year, which is based on internal performance and external benchmarks. The environmental metric is based on permit compliance, including air emissions and deviations, as well as other factors important to the Company's environmental results.

The Company's payout curve is designed to incentivize executives to find every opportunity, no matter how small, to increase Adjusted EBITDA, without sacrificing safety or environmental performance. SunCoke typically sets guidance within a $10 million to $15 million range, so increases of even $2 million of Adjusted EBITDA should be encouraged and recognized.

AIP Compensation Decisions and Results: With respect to each performance measure, the table below shows the weighting, quantitative performance goals (at threshold, target and maximum) and actual performance. In addition, the table shows the weighted percentage of target incentive opportunity earned for each performance measure, and the total percentage of target incentive opportunity earned for 2025. These metrics and results do not include the impact of the Phoenix acquisition on consolidated Adjusted EBITDA or Operating Cash Flow in 2025.

Metric

Weighting Performance Goals (in millions)

Actual

Performance

Weighted % 

of Target 

Incentive 

Opportunity 

Threshold Target Maximum
25% of
target
200% of
target

Adjusted EBITDA ($MM)

70%   $ 163.40   $ 204.20   $ 224.70     $177.4   35.77% 

Operating Cash Flow ($MM)

10%   $ 116.20   $ 157.00   $ 177.50     $149.5    8.39% 

Safety Performance

10% 1.10   0.80 0.30        0.55   12.50% 

Environmental Performance

10% Comprehensive Assessment    170.00% 17.00% 

Aggregate % of Target Incentive Opportunity Earned

73.66% 

In approving the final payout of the Annual Incentive, the Compensation Committee, in its discretion, considers potential adjustments to the results. These adjustments, which can be positive or negative, may include unbudgeted initiatives which will have a benefit in future periods, or are deemed in the best interests of stockholders, as well as items that either were not anticipated in SunCoke's 2025 budget, or were unplanned events completely beyond management's control.

In determining the final 2025 AIP payout, the Committee excluded from the Adjusted EBITDA and Operating Cash Flow results certain primarily favorable impacts related to (i) the Phoenix acquisition and the ongoing integration of Phoenix into SunCoke's operations; (ii) lower than budgeted expenses related to our Black Lung reserves from legacy operations; and (iii) a Domestic Coke customer's default on its obligations under a coke purchase agreement. These adjustments are consistent with the Committee's previous practice when determining the final AIP payouts for years in which SunCoke's results were significantly affected by unplanned and/or uncontrollable events.

The Committee also considered SunCoke's:

record safety performance, with a best-in-classTRIR of 0.55, which is meaningfully stronger compared to our industry benchmarks;

strong and reliable operational performance in both the Domestic Coke and Industrial Services business segments;

domestic metallurgical coke production being in a "sold out" position (but for the customer default noted above), despite an extremely challenging year for the domestic spot coke market; and

30  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

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The Board &
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Corporate
Governance
Director
Compensation
 Executive
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Proposal
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Beneficial
Stock
Ownership
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Matters
Proposal
Three
Q&A Other
Information

exceptional environmental performance through maximizing our objective metrics, coupled with achieving difficult goals for environmental matters.

Consistent with SunCoke's historical practice for addressing unplanned and unforeseen events as they occur, the Compensation Committee approved a payout percentage of 73.66% of target for the 2025 annual cash incentive. The Committee considers this payout level to be reasonable to recognize the achievements and performance of the management team, and to align with enterprise and shareholder interests. The table below shows the 2025 AIP bonus amounts that were paid to each NEO:

Named Executive Officer

Target Award ($) Actual Award ($)

Ms. Gates

1,072,500    838,640   

Mr. Marinko

377,598    278,139   

Mr. Hardesty

387,183    285,177   

Ms. Albert

257,243    189,485   

Mr. Quanci

334,562    246,438   

For our 2026 AIP targets, we will follow our typical process and establish goals based on our business plan and guidance to stockholders. The plan reflects the expected earnings and cash flow based on (a) the terms of our contracts, (b) foundry, and/or spot blast furnace coke sales, and (c) volumes and pricing for our logistics segment. The rigorous metrics for Safety and Environmental performance will continue.

Long-Term Incentives

Each year, the Compensation Committee reviews the Peer Group and General Industry survey data regarding the typical mix of short and long-term incentive awards. Based upon the NEO's position, Peer Group practices and our compensation philosophy, the Compensation Committee determines each NEO's target long-term incentive compensation (expressed as a percentage of base salary) and the allocation of target long-term incentive compensation among a mix of long-term incentive awards. For 2025, long-term incentive awards granted to our NEOs included performance share units, restricted share units, and long-term cash awards.

Long-Term Equity Incentive Awards

Equity awards are designed to align our NEOs' compensation with the interests of stockholders by providing: (1) a direct link between the NEOs' incentive pay and stockholders' gains, (2) the ability for management to increase equity ownership in the Company, (3) competitive compensation opportunities that can be realized through attainment of key performance goals, and (4) an incentive that will attract and retain executives. There are two elements to our 2025 equity incentive program:

Restricted Share Units: Restricted share units, or RSUs, represent rights to receive shares of our Common Stock, with vesting conditioned upon continued employment with the Company through the end of the applicable restriction period. RSU awards generally vest ratably over three years on each anniversary of the grant date.

Performance Share Units: Performance share units, or PSUs, represent rights to receive shares of our Common Stock, with vesting conditioned upon the attainment of performance goals established by the Compensation Committee for the applicable performance period, as well as the participant's continued employment with the Company.

The Compensation Committee determines the performance metrics for the long-term awards based on the financial measures most relevant to the Company's performance and generation of long-term value for stockholders. The Compensation Committee determined that the two most important drivers of SunCoke's long-term performance are cumulative Adjusted EBITDA and pre-taxReturn on Invested Capital (ROIC), and therefore both are included as metrics in the PSUs and long-term performance cash awards. A Total Shareholder Return, or TSR, modifier also is used to partially adjust the performance share unit award value to reflect shareholder return, regardless of the underlying generation of three-year cumulative Adjusted EBITDA or three-year average pre-taxROIC.

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Q&A Other
Information

2025-2027 PSU Award

The 2025-2027 PSU awards may be earned over the three-year performance period ending on December 31, 2027. Each NEO may earn between zero percent and 200% of his or her target 2025-2027 PSU grant based on achieved performance against pre-determinedperformance goals, which are shown in the below table:

Metric

Threshold 25% Target 100% Maximum 200%

Cumulative Adjusted EBITDA (weighted 50%)

$ 499.4 million $ 624.3 million $ 668.0 million

Average Pre-TaxROIC (Coke, Logistics & Unallocated Corporate)
(weighted 50%)

12.6% 15.7% 16.8%

Adjusted EBITDA is an important measure in assessing operating performance. Our management, as well as certain investors, uses this measure to analyze our current and expected future financial performance. Adjusted EBITDA provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on other measures and because it eliminates items that have less bearing on our operating performance.

Our long-term goals for Adjusted EBITDA and pre-taxROIC are determined based on our contracts and capital investment. For our Domestic Coke segment, Adjusted EBITDA is based on our long-term contracts and spot coke pricing. We set spot coke pricing based on what we know about spot blast and foundry coke market conditions, which fluctuate and in turn will affect the amount of EBITDA we make. Our Industrial Services segment includes our logistics business, primarily driven by commodity pricing and global demand for coal, and our steel mill services business, conducted through our Phoenix subsidiaries under long-term contracts with guaranteed fixed revenue and pass-through components, and limited exposure to commodity price volatility. We set 2025 through 2027 financial targets to be aggressive and require continuous improvement in operations.

PSUs are subject to a modifier that can increase or decrease the PSU payout by a multiplier of +/- 20% based on the Company's TSR performance over the three-year performance period. The Company's TSR is ranked relative to the TSR of each company included in the NASDAQ Iron & Steel Index over the same period on a non-weightedbasis. Performance between threshold, target or maximum levels will be determined by straight-line interpolation. The PSU Award payout is capped at 200% (excluding the TSR modifier) of the target units. The Compensation Committee determines the level of achievement of the goals after the end of the performance period.

2023-2025 PSU Award

The three-year performance period for PSUs granted under the SunCoke Energy, Inc. Omnibus Long-Term Incentive Plan in 2023, ended on December 31, 2025. Ms. Gates, Mr. Marinko and Mr. Hardesty each received a payout under these PSUs. The payout for the PSUs was based on achievement against three-year cumulative Adjusted EBITDA performance goals (weighted 50%), and on achievement against three-year average pre-taxROIC plus unallocated corporate income performance goals (weighted 50%).

In addition, the PSUs granted in 2023 contained a TSR modifier that can increase or decrease the PSU payout by a multiplier of +/- 20% based on the Company's TSR performance over the three-year performance period. The Company's TSR is ranked relative to the TSR of each company included in the NASDAQ Iron & Steel Index over the same period on a non-weightedbasis. If SunCoke achieved maximum performance levels on all metrics and the modifier, the payout would be capped at 240% of the target.

In approving the final payout of the 2023 PSU Award, the Compensation Committee approved adjustments to Adjusted EBITDA and pre-taxROIC consistent with our general principles of how to treat unusual, unplanned items as they occur. In calculating Adjusted EBITDA and pre-taxROIC applicable to the payout of this award, the Compensation Committee excluded: (i) the favorable impacts of the Phoenix acquisition on operating results since August 2025; and (ii) the unfavorable impacts of a Domestic Coke customer's default on its obligations under a coke purchase agreement and related legal expenses.

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Compensation
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 Compensation
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Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Based upon performance as shown in the following table, the NEOs received 71.6% of their target PSU grant and accumulated dividends.

SunCoke 2023 - 2025 Metrics for PSUs (Adj. EBITDA)

Threshold Target Maximum

% of

Award

0% 100% 200% Results Performance
Payout%

Three-year cumulative earnings before interest, taxes, depreciation and amortization ("Adj. EBITDA").

50% 624.4  780.5  835.2 764.1 92.1%

SunCoke 2023 - 2025 Metrics for PSUs (Pre-taxROIC)

Threshold Target Maximum

% of

Award

0% 100% 200% Results Performance
Payout%

Three-year average pre-taxreturn on invested capital ("ROIC"), including coke, logistics and unallocated corporate cost, but excluding discontinued operations and legacy costs [e.g., Black Lung, pensions and other postemployment benefits]

50% 11.5%  14.4%  15.4% 13.3% 72.0%

SunCoke 2023 - 2025 TSR Modifier and Final PSU Award Payout

At the end of the three-year performance period (December 31, 2025), the number of vested PSUs was determined as set forth above. Performance between threshold, target and maximum values were adjusted proportionately. Once determined, the number of vested PSUs was multiplied by a TSR Modifier, and the product is the number of shares of SunCoke common stock to be paid in settlement of the vested PSUs. In the event that SunCoke's TSR performance is negative, the overall payout of the award is capped at 100%. The TSR Modifier can range from 80% to 120% based on the 3-yearTSR of SunCoke Common Stock relative to the common stock of companies within the NASDAQ Iron & Steel Index. Based on the TSR of SunCoke Common Stock for the 2023 - 2025 period, the TSR modifier was 87.3%.

Payout Pre-
TSR Modifier

(.5 x 200.0%)
+ (.5 x 200.0%)

82.0%

TSR Modifier

87.3%

Final PSU

Award Payout

71.6%

2025-2027 Long-Term Performance Cash Incentive Awards

The 2025-2027 long-term performance cash incentive awards are designed to align the executives' compensation with the interests of stockholders by providing competitive compensation opportunities that can be realized through attainment of performance goals and provide an incentive to attract and retain executives. Awards are granted with vesting conditioned upon the attainment of performance goals established by the Compensation Committee for the applicable performance period, as well as the participant's continued employment with SunCoke.

The 2025-2027 long-term performance cash incentive awards may be earned over the three-year performance period ending on December 31, 2027. Each NEO may earn between zero percent and 200% of his or her target long-term performance cash incentive awards based on achieved performance against pre-determinedperformance goals, which are shown in the table below:

Metric

Threshold 0% Target 100% Maximum 200%

Cumulative Adjusted EBITDA (weighted 50%)

$ 499.4 million $ 624.3 million $ 668.0 million

Average Pre-TaxROIC (Coke, Logistics & Unallocated Corporate) (weighted 50%)

12.6% 15.7% 16.8%

Our long-term goals on Adjusted EBITDA and pre-taxROIC are determined based on our contracts and capital investment. We set goals that are aggressive and require continuous improvement in operations. In addition, our long- term cash incentive awards are subject to other terms and conditions set forth in the applicable award agreements.

2023-2025 Long-Term Cash Incentive Award

The three-year performance period for the long-term cash incentive awards granted in 2023 under the Omnibus Plan ended on December 31, 2025. Ms. Gates, Mr. Marinko and Mr. Hardesty each received a payout under

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  33

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Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

these long-term cash incentive awards, based on achievement against three-year cumulative Adjusted EBITDA performance goals (weighted 50%), and on achievement against three-year average pre-taxROIC plus unallocated corporate income performance goals (weighted 50%). Unlike the PSUs, these long-term cash incentive grants do not contain a modifier that can increase or decrease the payout based on the Company's TSR performance over the three-year performance period. Based upon performance during the three-year performance period, the NEOs received 81.6% of their target long-term cash incentive award.

34  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

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Proposal
Three
Q&A Other
Information

SECTION 5 - OTHER COMPENSATION INFORMATION

Perquisites

We do not provide our NEOs with perquisites or other personal benefits such as vehicles, club memberships, financial planning assistance or tax preparation. The Company may reimburse relocation costs for newly retained or relocated NEOs or provide a commuting allowance.

Stock Ownership Guidelines

Under our stock ownership guidelines, our executives are required to maintain direct ownership in our Common Stock in the following amounts:

CEO: Five times annual base salary

Senior Vice Presidents and above: Three times annual base salary

Vice Presidents: One times annual base salary

A newly hired executive has five years to meet the ownership requirements. If an executive's ownership requirement increases due to a promotion, the executive has five years to meet the increased level. NEOs are required to hold 100% of any newly vested shares (other than shares sold to pay taxes) until they meet 100% of the share ownership guidelines. Other executives must hold at least 50% of any newly vested shares (other than shares sold to pay taxes) until they meet 100% of the share ownership guidelines. Time-based restricted share units and shares held directly or indirectly, including shares acquired upon exercise of stock options, count toward these guidelines. Outstanding stock options as well as unearned performance-based restricted share units do not count toward these guidelines. As of December 31, 2025, all of our executives either have met in full or are on track to meet their ownership requirements at the end of their guideline period.

Hedging and Pledging Policies

Our Insider Trading Policy prohibits short sales of Company stock, as well as the purchase, sale, or exercise of any puts, calls, or other options (other than options granted pursuant to any incentive compensation plan of the Company) on Company stock, or "hedging." Our Insider Trading Policy also prohibits employees, officers and directors of the Company from pledging Company stock as collateral for any loan or depositing any Company stock in a margin account.

Recoupment Policies

Under our Incentive Compensation Recoupment Policy, which was adopted, effective as of September 6, 2023, in accordance with SEC and NYSE requirements (the "NYSE Clawback Policy"), incentive compensation for our executives is subject to recovery in the event of a financial restatement. The NYSE Clawback Policy generally requires the Compensation Committee to recoup "excess" incentive-based compensation from any current or former executive officer if the payment was predicated on achieving certain financial results that were subsequently the subject of a restatement of Company financial statements due to material non-compliancewith financial reporting requirements. In such a case, the Compensation Committee generally will recoup all incentive-based compensation paid within the three-year period prior to the date that the Company is required to prepare the restatement to the extent that incentive-based compensation received exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts.

In addition to the NYSE Clawback Policy, the Company also has a comprehensive conduct-based forfeiture and recovery policy. Under this policy, if an executive violates a Company policy or confidentiality covenant, or engages in conduct detrimental to the Company's business or reputation, the Compensation Committee has the discretion to cancel such executive's outstanding awards of, or opportunities to receive, cash or equity incentive compensation and to recoup incentive compensation already paid or awarded during the three-year period preceding the date of the executive's misconduct. This policy is intended to hold our executives accountable and to discourage imprudent behavior.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  35

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Compensation
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Matters
Proposal
Three
Q&A
Other
Information
Policies and Practices Related to the Grant and Timing of Certain Equity Awards
The Company has not granted stock options, or share appreciation rights, since 2019 and therefore does not have a formal policy regarding the timing of such awards in relation to our disclosure of material
non-public
information. Although we do not have a formal policy with respect to the timing of such long-term incentive awards, we generally approve annual equity awards on a consistent and
pre-determined
schedule, aligned with the Compensation Committee's first regular meeting in February each year, after we have issued our earnings release announcing our fourth quarter and full-year financial results.
Occasionally, in connection with specific circumstances, we also may issue
off-cycle
grants of equity-based compensation to executives who join the Company or are promoted during the year. The timing of any equity-based grants to executive officers in connection with new hires, promotions, or otherwise is tied to the event giving rise to the award. As a result, in all cases, the timing of such equity-based grants is independent of the release of any material
non-public
information. The Company has never granted, and has no plans to grant, any equity-based compensation to current or new employees in anticipation of the release of material
non-public
information, and we do not accelerate or delay the release of material
non-public
information based on equity award grant dates or for the purpose of affecting the value of executive compensation.
Retirement Benefits
SunCoke 401(k) Plan:
SunCoke Energy offers all its employees, including the NEOs, the opportunity to participate in the SunCoke 401(k) Plan, which is a defined contribution plan with 401(k) and profit-sharing features designed primarily to help participating employees accumulate funds for retirement. Our employees may make elective contributions of up to 80% of eligible pay up to annual IRS limits, and we make Company contributions, generally consisting of a matching contribution equal to 100% of employee contributions up to 5% of eligible compensation and another Company contribution equal to 3% of eligible compensation. All NEOs are eligible to receive these contributions.
Savings Restoration Plan:
The Savings Restoration Plan, or SRP, is an unfunded, nonqualified deferred compensation plan that is made available to participants in the SunCoke 401(k) Plan whose compensation exceeds the IRS limits on compensation that can be considered under that Plan ($350,000 for 2025). Under the SRP, employees can make an advance election to defer on a
pre-tax
basis up to 50% of the portion of their salary and bonus that exceeds the compensation limit. Company contributions will be credited to the accounts of each employee who elects to defer compensation and they consist of a matching Company contribution equal to 100% of the first 5% of compensation deferred by the participant under the SRP and (2) an additional Company contribution equal to 3% of the compensation deferred by the participant under the SRP. SunCoke Energy can also make additional discretionary contributions.
The 401(k) Plan and the Savings Restoration Plan are the only Company-sponsored retirement income vehicles for NEOs. Our NEOs have no defined benefit pension or other post-retirement benefits.
Severance and Change in Control Benefits
Our NEOs participate in the SunCoke Energy Executive Involuntary Severance Plan and the SunCoke Energy Special Executive Severance Plan. The purpose of these plans is to recognize an executive's service to SunCoke Energy and provide a market-competitive level of protection and assistance if an executive is involuntarily terminated. The Special Executive Severance Plan is also designed to reinforce and encourage the continued attention and dedication of senior executives of SunCoke Energy in the event of a possible major transaction. These plans are described in detail in the "Potential Payments upon Termination or Change in Control" section of this proxy statement.
Other SunCoke Energy Benefits
Our NEOs participate in the same basic benefits package and on the same terms as other eligible SunCoke Energy employees. The benefits package includes the savings program described above, as well as medical and dental benefits, disability benefits, insurance (life and travel), death benefits and vacations and holidays, among other things.
36  
SUNCOKE ENERGY, INC.
2026 PROXY STATEMENT

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Proposal
Three
Q&A Other
Information

Assessment of Risk Related to Compensation Practices

During 2025, Meridian Compensation Partners, LLC ("Meridian"), independent compensation consultants to the Compensation Committee, conducted a risk assessment of our compensation programs, policies and processes for all employees, reviewing our practices relative to market "best practice" and considering risk mitigation factors. Meridian concluded that our compensation programs and practices do not create risks that are reasonably likely to have a material adverse effect on SunCoke.

Overall, we believe that our compensation programs contain an appropriate balance of fixed and variable features and short- and long-term incentives, as well as complementary metrics with reasonable, performance-based goals and payout curves under our incentive programs. We believe that these factors, combined with effective Board and management oversight, operate to mitigate risk and reduce the likelihood of employees engaging in excessive risk-taking behavior with respect to the compensation-related aspects of their jobs.

In the case of employees below the Senior Vice President level, salary is generally a significant portion of compensation. In the case of the NEOs, annual cash incentive compensation awards were based on multiple metrics, target goals were set at appropriate levels, and payments were capped at 200% of an individual target. Long-term cash incentive awards, and grants of restricted share units and performance share units, all contain multi-year vesting periods, thus promoting employee retention and aligning management's interest with those of our stockholders. Our stock ownership requirements help further align the interests of executives with those of stockholders.

Accounting and Tax Considerations

While the tax impact of any compensation arrangement is one factor to be considered, such impact is evaluated in light of the Company's overall compensation philosophy and objectives. The Company believes that maintaining the discretion to evaluate the performance of executive officers is an important part of the Company's responsibilities and benefits stockholders. As a result, the Company may award compensation to NEOs that is not fully deductible if it is determined that such compensation is consistent with the Company's compensation philosophy and benefits stockholders.

Section 409A of the Internal Revenue Code requires that "nonqualified deferred compensation" be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments, and certain other matters. Accordingly, as a general matter, it is the Company's intention to design and administer its compensation and benefits plans and arrangements for all employees and other service providers, including the executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Internal Revenue Code.

Any equity awards granted to our employees, including those to executive officers, are reflected in the Company's consolidated financial statements, based upon the applicable accounting guidance, at fair market value on the grant date in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification, Topic 718, "Compensation - Stock Compensation."

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Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Summary Compensation Table

The following table sets forth compensation information for our NEOs for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023:

Named Executive Officer

Year Salary
($)

Bonus

($)

Stock
Awards
($) (1)
Option
Awards
($) (2)

Non-Equity
Incentive Plan

Compensation
($) (3)

All Other
Compensation
($)

Total

($)

Katherine T. Gates

President & Chief

Executive Officer

2025 975,000 - 2,047,011 1,028,706 350,648  (4) 4,401,365 
2024 900,000 1,929,568 1,571,513 186,731  4,587,812 
2023 661,502 - 759,486 930,794 146,049  2,497,829 

Mark Marinko (5)

Former SVP & CFO

2025 503,464 352,340 513,139 102,352  (6) 1,471,294 
2024 488,800 - 381,091 777,898 76,510  1,724,299 
2023 470,000 - 359,749 470,129 76,654  1,376,532 

P. Michael Hardesty

SVP, Com Ops, BD

Int'l Coke & Terminals

2025 516,203 361,256 514,649 154,791  (7) 1,546,899 
2024 501,168 - 390,730 786,108 146,518  1,824,524 
2023 481,893 - 368,859 698,325 139,789  1,688,866 

Sarah E. Albert (8)

SVP, Chief Legal and

Administrative Officer

2025 450,000 - 334,203 303,981 58,588  (9) 1,146,773 

John F. Quanci

VP, Chief Technology Officer

2025 456,650 152,738 447,155 88,753  (10) 1,348,766 
2024 443,349 - 163,184 654,477 87,756  1,348,766 
2023 426,297 153,310 655,809 75,768  1,311,184 
(1)

The amounts reported in this column reflect the grant date fair value of restricted share unit and performance share unit awards made under our long-term incentive plans to the NEOs listed in this table, determined in accordance with FASB ASC Topic 718. The performance share unit amounts are based on the probable outcome of the performance conditions. See Note 15 to Item 8 of the Company's 2025 Form 10-Kfor a complete description of the assumptions used for these valuations. For 2025, the grant date fair value of the performance share unit awards was as follows, assuming the performance conditions of such awards are achieved at their maximum potential levels:

Named Executive Officer

2025 ($)

Ms. Gates

1,651,787

Mr. Marinko

284,320

Mr. Hardesty

291,500

Ms. Albert

269,729
(2)

The Company did not grant any stock options to NEOs in 2023, 2024, or 2025.

(3)

The amounts in this column reflect annual cash incentive payments to each NEO under the AIP. A description of this plan can be found in the Compensation Discussion and Analysis section of this proxy statement. The 2023 long-term cash incentive awards to these NEOs vested, with payout based upon Company performance of cumulative adjusted EBITDA and pre-taxROIC, weighted equally, during the three-year period from January 1, 2023 through December 31, 2025.

(4)

The All Other Compensation column for 2025 includes (i) $179,648 representing Company matching and annual contributions to the Savings Restoration Plan; (ii) $28,000 representing Company matching contributions to the SunCoke 401(k) Plan; and (iii) $143,000 as a commuting allowance.

(5)

Mr. Marinko retired as Senior Vice President and Chief Financial Officer, effective March 13, 2026. As part of SunCoke's planned leadership succession process, Shantanu Agrawal has succeeded Mr. Marinko as Senior Vice President and Chief Financial Officer.

(6)

The All Other Compensation column for 2025 includes (i) $74,352 representing Company matching and annual contributions to the Savings Restoration Plan; and (ii) $28,000 representing Company matching contributions to the SunCoke 401(k) Plan.

(7)

The All Other Compensation column for 2025 includes (i) $76,791 representing Company matching and annual contributions to the Savings Restoration Plan; and (ii) $28,000 representing Company matching contributions to the SunCoke 401(k) Plan; and (iii) $50,000 as a commuting allowance.

(8)

Ms. Albert was promoted to Senior Vice President, Chief Legal and Administrative Officer, effective June 17, 2025.

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Stock
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Committee
Matters
Proposal
Three
Q&A Other
Information
(9)

The All Other Compensation column for 2025 includes (i) $30,588 representing Company matching and annual contributions to the Savings Restoration Plan; and (ii) $28,000 representing Company matching contributions to the SunCoke 401(k) Plan.

(10)

The All Other Compensation column for 2024 includes (i) $60,753 representing Company matching and annual contributions to the Savings Restoration Plan; and (ii) $28,000 representing Company matching contributions to the SunCoke 401(k) Plan.

2025 Grant of Plan-Based Awards Table

The following table sets forth the plan-based grants made during the fiscal year ended December 31, 2025:

Estimated Future Payouts Under

Non-Equity Incentive Plan awards

Estimated Future Payouts Under 

Equity Incentive Plan Awards (1)

All Other
Stock
Awards:

No. of
Shares of
Stock or
Units

(#) (3)

All Other
Option
Awards:

No. of
Securities
Underlying
Options

(#) (4)

Exercise or
Base Price
of Option
Awards
($/Share)

Grant Date
Fair Value
of Stock
and Option
Awards
($) (5)

Named

Executive

Officer

Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#) (2)
Target
(#)
Maximum
(#)

Ms. Gates

268,125(6) 1,072,500(7) 2,145,000
- (8) 731,250 (9) 1,462,500
02/21/2025 - 73,846 177,230 688,245
02/21/2025 147,692 1,358,766

Mr. Marinko

94,400 (6) 377,598 (7) 755,196
- (8) 125,866(9) 251,732
02/21/2025 - 12,711 30,506 118,467
02/21/2025 25,421 233,873

Mr. Hardesty

96,788(6) 387,152(7) 774,305
- (8) 129,051(9) 258,102
02/21/2025 - 13,032 31,277 121,458
02/21/2025 26,065 239,798

Mr. Quanci

85,622(6) 342,498(7) 684,975
- (8) 109,596(9) 219,192
02/21/2025 - - - 16,602 152,738

Ms. Albert

84,375(6) 337,500(7) 675,000
- (8) 1112,500(9) 225,000
02/21/2025 - 13,267 31,841 112,387
02/21/2025 26,533 244,104
(1)

The amounts reported in these columns represent the target number of performance share units granted to each NEO, and the range of the potential number of performance share units that may be issued to each NEO for the 2025 - 2027 performance period. Each unit represents the right to receive a share of Company Common Stock. Terms applicable to the performance share units grant reported in this column are described in the Compensation Discussion and Analysis. In general, these performance share units vest on the third anniversary date of the grant subject to a risk of forfeiture by participant, with the payout of such PSUs being conditioned upon performance goals and continued employment at SunCoke Energy until the date the Compensation Committee determines the payout levels. The awards are also subject to pro rata vesting upon retirement and accelerated vesting of the target amount upon death, disability, or a qualifying termination following a change in control of SunCoke Energy. Dividend equivalents are paid to the extent the award vests.

(2)

Under the performance share unit award agreement, no payment is made until a minimum performance level is met, and performance at or above such level will result in a payment ranging from one share to the maximum amount, subject to the approval of the Compensation Committee.

(3)

This column reflects the number of restricted share units granted to our NEOs. In general, these awards vest on the first, second and third anniversary date of the grant, subject to continued employment with SunCoke Energy (or continued vesting upon retirement after the year of grant), and accelerated vesting upon death, disability or a qualifying termination following a change in control of SunCoke Energy.

(4)

No stock options were granted in 2025, as described in the Omnibus Plan section of the Compensation Discussion and Analysis.

(5)

The grant date fair value was calculated in accordance with FASB ASC Topic 718. See Note 15 to Item 8 of the Company's 2025 Form 10-Kfor a complete description of the assumptions used for these valuations.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  39

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information
(6)

Under the AIP, no payment is made based on corporate performance until a minimum performance level is met, and performance at or above such level will result in a payment ranging from 25% to the maximum amount, subject to the approval of the Compensation Committee.

(7)

The amounts in these columns were established under the AIP. These estimated payouts were based on pre-establishedgoals for 2025. Thus, the amounts shown in the columns reflect the range of potential payments when the performance goals were set in early 2025. Actual earned amounts paid for 2025 are shown in the Summary Compensation Table. A description of the AIP can be found in the Compensation Discussion and Analysis section of this proxy statement.

(8)

Under the terms of the long-term cash incentive awards granted pursuant to the Omnibus Plan, no payment is made until a minimum performance level is met, and performance at or above such level will result in a payment ranging from one dollar to the maximum amount, subject to the approval of the Compensation Committee.

(9)

Amounts reflect a long-term performance cash award made under the Omnibus Plan. Awards will vest based on performance during the period of 2025 - 2027 and consists of 50% three-year cumulative Adjusted EBITDA and 50% three-year pre-taxROIC. In general, these long-term performance cash awards vest on the third anniversary of the grant date, subject to a risk of forfeiture by participant, with the payout of such award being conditioned upon performance goals and continued employment with the Company until the date the Compensation Committee determines the payout levels. The awards are also subject to pro ratavesting upon retirement and accelerated vesting of the target amount upon death, disability, or a qualifying termination following a change in control of the Company.

2025 Outstanding Equity Awards at Fiscal Year-EndTable

The following table sets forth the outstanding equity awards as of December 31, 2025:

Option Awards Stock Awards

Named Executive

Officer

No. of
Securities
Underlying
Unexercised
Options
Exercisable

(#)

No. of
Securities
Underlying
Unexercised
Options
UnExercisable
(#)

Option
Exercise Price

($) (1)

Option
Expiration
Date

No. of Shares
or Units of
Stock That
Have Not
Vested

(#)

Market Value
of Shares or
Units of Stock
That Have Not
Vested

($) (2)

Equity
Incentive Plan
Awards:
Number
of Unearned
Shares, Units
or other
Rights that
Have Not
Vested

(#) (3)

Equity
Incentive Plan
Awards:
Market Value,
Units or other
Rights that
Have Not
Vested

($) (2)

Ms. Gates

242,529 (4) 1,746,209 131,566 947,275
5,512 9.85 2/15/2027
14,126 10.49 2/14/2028
20,537 9.87 2/13/2029

Mr. Marinko

- - - - 49,088 (5) 353,434 24,111 173,599

Mr. Hardesty

50,332 (6) 362,390 24,720 177,984
4,410 9.85 2/15/2027
14,126 10.49 2/14/2028
20,537 9.87 2/13/2029

Ms. Albert

- - - - 36,254 (7) 261,029 13,267 95,522

Mr. Quanci

32,058 (8) 230,818 - -
2,630 9.85 2/15/2027
3,905 10.49 2/14/2028
8,175 9.87 2/13/2029
(1)

Vesting of these options is continued upon retirement after the year of grant and is accelerated upon death, disability or a qualifying termination following a change in control of the Company.

(2)

The market value of these shares is based on the closing price of the Company's Common Stock on December 31, 2025, which was $7.20 per share.

(3)

These shares reflect the target number of performance share units granted on February 22, 2024 for the 2024 - 2026 performance period and the target number of performance share units granted on February 21, 2025 for the 2025 -2027 performance period.

(4)

17,879 of these restricted share units were granted on February 23, 2023, which will vest on the third anniversary of the grant date. 76,958 of these restricted share units were granted on February 22, 2024, of which one-halfwill vest on each of the second and third anniversary of the grant date. 147,692 of these restricted share units were granted on February 21, 2025, of which one-thirdwill vest on each of the first, second and third anniversary of the grant date.

40  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information
(5)

8,469 of these restricted share units were granted on February 23, 2023, which will vest on the third anniversary of the grant date. 15,199 of these restricted share units were granted on February 22, 2024, of which one-halfwill vest on each of the second and third anniversary of the grant date. 35,421 of these restricted share units were granted on February 21, 2025, of which one-thirdwill vest on each of the first, second and third anniversary of the grant date.

(6)

8,683 of these restricted share units were granted on February 23, 2023, which will vest on the third anniversary of the grant date. 15,584 of these restricted share units were granted on February 22, 2024, of which one-halfwill vest on each of the second and third anniversary of the grant date. 26,065 of these restricted share units were granted on February 21, 2025, of which one-thirdwill vest on each of the first, second and third anniversary of the grant date.

(7)

26,533 of these restricted share units were granted on June 17, 2025, of which one-thirdwill vest on each of the first, second and third anniversary of the grant date.

(8)

5,531 of these restricted share units were granted on February 23, 2023, which will vest on the third anniversary of the grant date. 9,926 of these restricted share units were granted on February 22, 2024, of which one-halfwill vest on each of the second and third anniversary of the grant date. 16,602 of these restricted share units were granted on February 21, 2025, of which one-thirdwill vest on each of the first, second and third anniversary of the grant date.

2025 Option Exercises and Stock Vested Table

The following table sets forth the exercises of options and vested awards for the fiscal year ended December 31, 2025:

Option Awards Stock Awards

Name

No. of Shares
Acquired on
Exercise

(#)

Value
Realized on
Exercise

($) (1)

No. of Shares
Acquired on
Vesting

(#)

Value  

Realized on  

Vesting  

($) (2)  

Ms. Gates

- - 103,413 1,049,392  

Mr. Marinko

- - 55,270 571,891  

Mr. Hardesty

- - 61,710 641,360  

Mr. Quanci

- - 16,955 170,474  

Ms. Albert

9,457 94,704  
(1)

The amounts in this column represent the value realized by multiplying the number of shares acquired upon option exercise by the amount by which the share value exceeded the exercise price upon exercise.

(2)

The amounts in this column represent the value realized by multiplying the closing price of our Common Stock on the date of vesting by the number of shares vested. Also, included for Ms. Gates and Mr. Hardesty are the vested PSUs from the February 23, 2023 PSU award, which vested at 71.6%, as approved by the Compensation Committee on February 18, 2026.

Savings Restoration Plan

The Savings Restoration Plan ("SRP") is an unfunded, nonqualified deferred compensation plan that is made available to participants in our 401(k) Plan whose compensation is expected to exceed the IRS limit on compensation that can be considered under that Plan ($350,000 for 2025). Under the SRP, employees can make an advance election to defer on a pre-taxbasis up to 50% of the portion of their salary and bonus that exceeds the applicable IRS compensation limit. Such amounts will be credited to a bookkeeping account established for each participant as of the date the amounts would otherwise have been paid to the participant. Employer contributions will be credited to the accounts of each employee who elects to defer compensation, and they consist of (1) a matching contribution equal to 100% of the first 5% of compensation deferred by the participant under the SRP and (2) an additional contribution equal to 3% of the participant's eligible compensation for the calendar year for which the participant makes contributions to the SRP.

Participants are always fully vested in their own deferrals as well as the 3% employer "safe harbor" contribution, and they will vest in the employer matching contributions and discretionary contributions in accordance with the vesting schedule in the 401(k) Plan, which provides for 100% vesting after three years of service. Participants can direct the investment of their bookkeeping accounts among the same investment alternatives available under the 401(k) Plan. Unless the participant elects otherwise, distributions are made in a lump sum on the first day of the seventh month following termination of employment (or immediately to the participant's beneficiary in the event of the participant's earlier death). The participant can elect, prior to his or her first year of participation, to receive a

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  41

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

distribution in installments over two to ten years instead of a lump sum if he or she terminates due to retirement, defined under the SRP as termination after attaining age 55 with 10 years of service, or age 60 with 5 years of service. In addition, a participant can elect, concurrently with the annual deferral election, to receive an in-servicelump sum distribution of the amount he or she elects to defer for such year, with such with such payment date not earlier than three years from the end of the year in which the election is made. A participant can change the time or method of distribution in limited circumstances. Upon a change in control, the SRP will automatically terminate, and all account balances will be distributed to participants.

2025 Nonqualified Deferred Compensation Table

The following table sets forth information regarding the contributions, earnings and account balances under our Savings Restoration Plan, or SRP, for 2025:

Named Executive Officer

Executive
Contributions

in 2025

($) (1)

Registrant
Contributions
in 2025

($) (2)

Aggregate
Earnings

(Losses)

in 2025

($) (3)

Aggregate
Withdrawals/
Distributions
in 2025

($)

Aggregate
Balance

as of

December 31,
2025

($) (4)

Ms. Gates

112,280 179,648 270,750 - 1,618,218

Mr. Marinko

46,470 74,352 35,689 - 362,495

Mr. Hardesty

117,707 76,791 219,822 - 1,606,708

Mr. Quanci

37,971 60,753 152,883 - 1,120,133

Ms. Albert

19,117 30,588 105,934 - 628,681
(1)

These amounts represent elective executive deferrals of salary or non-equityincentive compensation under our SRP from the amounts included in the Summary Compensation Table under "Salary" or "Non-EquityIncentive Plan Compensation", respectively.

(2)

These amounts represent contributions made under our SRP, which include matching contributions equal to 100% of the first 5% and an annual contribution equal to 3% of compensation deferred by the participant under the SRP. These amounts are reported in the Summary Compensation Table under "All Other Compensation".

(3)

The earnings/(losses) in this column are not included in the Summary Compensation Table.

(4)

The aggregate balances reported in this column for each NEO include amounts reported previously in prior years' Summary Compensation Tables, as well as: (i) contributions for 2025 (reported in the Summary Compensation Table of this proxy statement), and (ii) the following earnings: Ms. Gates: $270,750; Mr. Marinko: $35,689; Mr. Hardesty: $219,822; Mr. Quanci: $152,883; and Ms. Albert: 105,934.

Potential Payments upon Termination or Change in Control

We provide benefits to our NEOs upon termination of employment under certain circumstances. These benefits are in addition to the benefits to which the NEOs would be entitled upon a termination of employment generally (which include vested retirement benefits accrued as of the date of termination, stock-based awards that are vested as of the date of termination, accrued and unused vacation and the right to elect continued health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act, or COBRA). The incremental benefits payable to the NEOs are described as follows:

Executive Involuntary Severance Plan

The Executive Involuntary Severance Plan provides severance to designated executives whose employment is terminated by SunCoke Energy other than for cause (as defined in the Plan), death or disability. Severance is paid in monthly installments and ranges from one (for each VP), one and a half times (for each SVP), and two times (for CEO) of the sum of the executive's annual base salary and target annual incentive, depending on the executive's position. In addition, if termination occurs after the first quarter of the calendar year, executives are eligible for the cash annual incentive, prorated based on full months worked and paid out based on Company performance. Executives are also entitled to the continuation of medical plan benefits (excluding dental and

42  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

vision) at active employee rates for the salary continuation period of one to one and a half years (which runs concurrently with COBRA); continuation of life insurance coverage equal to one time's the executive's base salary; and outplacement services. Severance is subject to the execution of a release of claims against SunCoke Energy at the time of termination of the executive's employment.

Special Executive Severance Plan

The Special Executive Severance Plan provides severance to designated executives whose employment is terminated by SunCoke Energy other than for cause, death or disability, or who resign for good reason (as such terms are defined in the Plan) within two years following a change in control of SunCoke Energy. Severance is generally payable in a lump sum, having a value equal to two times the sum of the executive's annual base salary and the greater of (i) 100% of the executive's target annual incentive in effect immediately before the change in control or, if higher, employment termination date, or (ii) the average annual incentive awarded to the executive with respect to the three years ending before the change in control or, if higher, ending before the employment termination date. In addition, if termination occurs after the first quarter of the calendar year, executives are eligible for the cash annual incentive, prorated based on full months worked and paid out based on Company performance. Executives are also entitled to the continuation of medical, dental and vision plan benefits at active employee rates for two years (with COBRA eligibility beginning at the end of the applicable continuation period), continuation of life insurance coverage equal to one time's the executive's base salary, and outplacement services. If the benefits received by an executive upon a change in control would trigger an excise tax under Section 280G of the Internal Revenue Code, the benefits under the plan will either (i) be paid to the executive, in which case he or she will be responsible for the tax or, (ii) if it would result in a greater after-taxbenefit to the executive, be reduced so that no excise tax is triggered.

Omnibus Long-Term Incentive Plan

Under the Omnibus Plan, if within 24 months following a change in control a participant's employment is terminated by SunCoke Energy other than for cause, death or disability or by the participant for good reason (as such terms are defined in the Omnibus Plan), all equity awards will vest under the terms of the award agreements, and stock options continue to be exercisable for one year following such termination. In addition, stock options continue to vest if retirement occurs on or after December 31 of the calendar year in which the stock option was granted, and fully vest upon death or disability. In the case of retirement, death or disability, vested options remain exercisable for the remaining term of the grant. For all other terminations, unvested options are forfeited, and the employee has three years from the date of termination to exercise any vested options. RSUs fully vest upon death or disability.

In the case of retirement for participants who have (i) attained of at least age 55, and (ii) and whose actual age plus years of service equals at least 65, RSU grants made in the year of retirement continue to vest based on a quarterly proration schedule from the date of grant (Q1: 0%, Q2: 25%, Q3: 50%, Q4: 75%). If retirement occurs in the year following the RSU grant, all unvested RSUs continue to vest. PSUs vest at target upon death or disability and, in the case of retirement, are prorated monthly based on time worked and are paid out based on Company performance. However, beginning in 2021, PSU and LTI Cash grants for executives that retire and have attained at least 65 years of age and completed five years of credited service with SunCoke Energy, will continue to vest without proration, and will be paid out at Company performance at the end of the performance period.

In the case of termination for just cause, all unvested equity will be forfeited and vested but unexercised stock options will be cancelled.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  43

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Potential Payments upon Termination or Change in Control Table

The table set forth below quantifies the benefits payments that would be paid to each current NEO pursuant to the arrangements described above, assuming a termination of employment and/or change in control occurred on December 31, 2025:

Named Executive Officer

Death/Disability
($)

Termination

Prior to a

Change in

Control

($)

Termination in

Connection

with a Change

in Control

($)

Ms. Gates

Cash Severance (1)

- 3,071,250 4,095,000

Annual Incentive (2)

1,072,500 1,072,500 1,072,500

Health & Welfare Continuation (3)

1,620 2,491

Stock Option Acceleration Value (4)

- - -

Restricted Share Units Acceleration Value (4)

1,746,209 - 1,746,209

Performance Share Units Acceleration Value (4)

947,275 - 947,275

Long-Term Cash Incentive (5)

1,350,000 - 1,350,000

Outplacement (6)

- 8,900 8,900
TOTAL 5,115,984 4,154,270 9,222,375

Mr. Marinko

Cash Severance (1)

- 881,062 1,762,124

Annual Incentive (2)

377,598 377,598 377,598

Health & Welfare Continuation (3)

36,840 50,232

Stock Option Acceleration Value (4)

- - -

Restricted Share Units Acceleration Value (4)

353,434 353,434 353,434

Performance Share Units Acceleration Value (4)

173,599 55,131 173,599

Long-Term Cash Incentive (5)

248,066 94,734 248,066

Outplacement (6)

- 8,900 8,900
TOTAL 1,152,697 1,807,699 2,973,953

Mr. Hardesty

Cash Severance (1)

- 903,355 1,806,710

Annual Incentive (2)

387,152 387,152 387,152

Health & Welfare Continuation (3)

37,821 51,540

Stock Option Acceleration Value (4)

- - -

Restricted Share Units Acceleration Value (4)

362,390 362,390 362,390

Performance Share Units Acceleration Value (4)

177,984 56,524 177,984

Long-Term Cash Incentive (5)

254,343 97,131 254,343

Outplacement (6)

- 8,900 8,900
TOTAL 1,181,869 1,853,273 3,049,019

Ms. Albert

Cash Severance (1)

- 787,500 1,575,000

Annual Incentive (2)

337,500 337,500 337,500

Health & Welfare Continuation (3)

- -

Stock Option Acceleration Value (4)

- - -

Restricted Share Units Acceleration Value (4)

261,029 - 261,029

Performance Share Units Acceleration Value (4)

95,522 - 95,522

Long-Term Cash Incentive (5)

179,424 179,424 179,424

Outplacement (6)

- 8,900 8,900
TOTAL 873,475 1,133,900 2,457,375

44  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Named Executive Officer

Death/Disability
($)

Termination

Prior to a

Change in

Control

($)

Termination in

Connection

with a Change

in Control

($)

Mr. Quanci

Cash Severance (1)

- 799,138 1,598,276

Annual Incentive (2)

342,488 342,488 342,488

Health & Welfare Continuation (3)

36,739 50,097

Stock Option Acceleration Value (4)

- - -

Restricted Share Units Acceleration Value (4)

230,818 230,818 230,818

Performance Share Units Acceleration Value (4)

- - -

Long-Term Cash Incentive (5)

216,000 82,488 216,000

Outplacement (6)

- 8,900 8,900
TOTAL 789,306 1,500,571 2,446,579
(1)

These amounts represent the salary continuation made in accordance with the Executive Involuntary Severance Plan for termination prior to a change in control and the Special Executive Severance Plan on or after a change in control.

(2)

These amounts represent the current year annual incentive made in accordance with the Executive Involuntary Severance Plan for termination prior to a change in control, the Special Executive Severance Plan on or after a change in control and the AIP for termination for death or disability.

(3)

These amounts reflect the continuation of medical benefits and life insurance coverage under the Executive Involuntary Severance Plan and the continuation of medical, vision, dental benefits and life insurance coverage under the Special Executive Severance Plan.

(4)

The market value of stock options, RSUs and PSUs that would vest under our equity plans is calculated based on the closing price of our Common Stock on December 31, 2025, which was $7.20, and PSU performance as of December 31, 2025. Any NEO who is retirement eligible as of December 31, 2025 is entitled to continued vesting of stock options, RSUs, PSUs and long-term performance cash pursuant to the retirement provisions of the applicable award agreements.

(5)

These amounts represent the value of long-term performance cash awards that would vest and is based on performance as of December 31, 2025.

(6)

These amounts represent the outplacement benefit our executives are eligible to receive under each termination Plan.

CEO Pay Ratio

As provided for by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC requires companies to disclose the ratio of the median employee's total annual compensation relative to total annual compensation of the CEO. As disclosed in the "Summary Compensation Table", the 2025 total annual compensation for our CEO, Katherine T. Gates, was $4,211,299. We estimate that the 2025 total annual compensation for the median employee out of all our employees, excluding our CEO, calculated in the same manner that the total compensation of our CEO was calculated and reported in the Summary Compensation Table, was $109,998. The resulting ratio of our CEO's total annual compensation to that of the median employee, excluding our CEO, for 2025 is approximately 38.3 to 1.

To identify the median of our employees, we ranked employees from highest to lowest with respect to the gross annual earnings reported to taxing authorities. Our calculation included full-time, part-time, and temporary employees of SunCoke Energy and its consolidated subsidiaries employed as of December 31, 2025 (other than the CEO). Employee data was annualized for new hires and employees with a leave of absence. As permitted by applicable SEC rules, our non-U.S. employees were excluded from the data.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee's total annual compensation provides for companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to ours, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  45

Table of Contents

Proposal

One
The Board &
Committees
Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A
Other
Information
Pay versus Performance Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation
S-K,
we are providing the following information about the relationship between "compensation actually paid" to our CEO and to our other NEOs and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company's
pay-for-performance
philosophy and how the Company aligns executive compensation with the Company's performance, refer to the Compensation Discussion and Analysis.
Pay versus Performance Table
Value of Initial Fixed
$100 Investment Based
on:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
Year
Summary
Compensation
Table Total for
First PEO
(1)
($)
Compensation
Actually Paid to
First PEO
(2)
($)
Summary
Compensation
Table Total for
Second PEO
(1)
($)
Compensation
Actually Paid
to Second
PEO
(2)
($)
Average
Summary
Compensation
Table Total for
Non-PEO

NEOs
(3)
($)
Average
Compensation
Actually Paid to
Non-PEO

NEOs
(4)
($)
Total
Shareholder
Return
($)
Peer Group
Total
Shareholder
Return
(5)
($)
Net
Income
(6)
($mm)
Adjusted
EBITDA
(7)
($mm)
2025
0 0 4,401,365 2,957,855 1,327,566 1,087,415 205 335 (44.2 ) 219.2
2024
4,355,777 4,791,731 4,587,812 4,624,570 1,632,530 1,672,071 213 252 95.9 272.8
2023
7,036,958 9,716,485 0 0 1,718,603 1,999,733 205 301 57.5 268.8
2022
7,479,976 10,983,862 0 0 1,255,461 1,490,330 158 222 100.7 297.7
2021
5,410,975 8,598,532 0 0 1,092,805 1,010,626 116 190 43.4 275.4
(1)
From January 1, 2020 until his retirement effective May 15, 2024, the Principal Executive Officer ("PEO") was Michael G. Rippey. As part of the Company's long-term succession planning process, Katherine T. Gates became PEO coincident with Mr. Rippey's retirement. The dollar amounts reported in columns (b) and (d) are the amounts of total compensation reported in the "Total" column of the Summary Compensation Table ("SCT") for Mr. Rippey and Ms. Gates, respectively, as PEO during corresponding year.
(2)
The dollar amounts reported in columns (c) and (e) represent the amount of "compensation actually paid" ("CAP") to the PEO computed in accordance with Item 402(v) of Regulation
S-K.
As required, these dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, these dollar amounts do not reflect the actual amount of compensation earned by, or paid to, the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to the PEO's total compensation to determine the CAP:
Year
Reported Summary
Compensation Table
Total for PEO
($)
Minus: Reported Summary
Compensation Table Value
of Equity Awards
($)
(i)
Plus:
Equity Award
Adjustments
($)
(ii)
Compensation
Actually Paid
to PEO
($)
2025
4,401,365 2,047,011 603,501 2,957,855
2024
4,587,812 1,929,568 1,966,326 4,624,570
(i)
The amounts included in this column are the amounts reported in "Stock Awards" column of the SCT for each applicable year.
46  
SUNCOKE ENERGY, INC.
2026 PROXY STATEMENT
Table of Contents
Proposal

One
The Board &
Committees
Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A
Other
Information
(ii)
The equity award adjustments were calculated in accordance with the methodology required by Item 402(v) of Regulation
S-K,
to include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during the applicable year, instead of the grant date value of awards granted during the applicable year and include accrued dividend equivalents. Since the Company does not provide a defined benefit pension plan for its executives, there is no adjustment required for this element. The amounts deducted or added in calculating the equity award adjustments for the PEOs are provided in the tables below
PEO Equity Award Adjustment Breakout:
Year
Year-End

Fair Value of
Current

Year
Awards

Outstanding
as of
Year End
($)
Change in
Value as of
Year-End

for
Prior

Year
Awards

Outstanding
as of
Year-End
($)
Change in
Value as of
Vesting Date
for
Prior

Year Awards

that Vested
During
the Year
($)
Value as of
Vesting Date
for
Current

Year Awards

that Vested
During
the Year
($)
Value as of
Vesting
Date for
Dividend
Equivalents
that Vested
During
the Year
($)
Value as of
Prior
Year-End

for Prior
Year Awards
Forfeited
During
the Year
($)
Value of
Equity for
Purpose of
Reporting
"Compensation
Actually Paid"
($)
2025
1,420,988
(862,051
)
(154,706
)
0
199,349
0
603,501
*
We generally do not issue equity awards that vest in the year of grant.
(3)
The dollar amounts reported in column (f) represent the average of the amounts reported for the Company's NEOs as a group (excluding the PEO) in the "Total" column of the SCT in each applicable year. Our
non-PEO
NEOs included in the table above are the following individuals:
for 2025: Mark W. Marinko, P. Michael Hardesty, Sarah E. Albert, and John F. Quanci
for 2024
: Mark W. Marinko, P. Michael Hardesty, and John F. Quanci;
for 2023 and 2022
: Katherine T. Gates, Mark W. Marinko, P. Michael Hardesty, and John F. Quanci;
for 2021
: Katherine T. Gates, Fay West, Allison S. Lausas, P. Michael Hardesty, and John F. Quanci; and
for 2020
: Katherine T. Gates, Fay West, P. Michael Hardesty, and John F. Quanci
(4)
The dollar amounts reported in column (g) represent the average amount of "compensation actually paid" to the
Non-PEO
NEOs as a group, as computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, the
Non-PEO
NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to average total compensation for the
Non-PEO
NEOs as a group to determine the compensation actually paid:
Year
Average Reported
Summary Compensation
Table Total for
Non-PEO
NEOs
($)
Minus:
Average Reported
Summary Compensation
Table Value of Equity
Awards for
Non-PEO NEOs
(i)
($)
Plus:
Average Equity
Award
Adjustments
(ii)
($)
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2025
1,327,566 300,134 59,984 1,087,415
2024
1,632,530 307,435 346,976 1,672,071
2023
1,718,603 410,351 691,481 1,999,733
2022
1,255,461 240,336 475,205 1,490,330
2021
1,092,805 385,980 303,801 1,010,626
(i)
Represents the average total of the amounts reported in the "Stock Awards" column of the Summary Compensation Table for the
Non-PEO
NEOs for the applicable year.
SUNCOKE ENERGY, INC.
2026 PROXY STATEMENT  47
Table of Contents
Proposal

One
The Board &
Committees
Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A
Other
Information
(ii)
The equity award adjustments for 2025 were calculated using the same methodology described above in footnote (2) with respect to reconciliation of Summary Compensation Table total amounts to total "Compensation Actually Paid" for the PEOs. Since the Company does not provide a defined benefit pension plan to its executives, there is no adjustment required for this element. The amounts deducted or added in calculating the equity award adjustments for the
Non-PEO
NEOs are provided in the table below:
Year
Average
Year-End

Fair Value of
Current

Year
Awards

Outstanding
as of
End Year
($)
Average
Change in
Value as of
Year-End

for
Prior

Year
Awards

Outstanding
as of
Year-End

($)
Average
Change in
Value as of
Vesting Date
for
Prior

Year
Awards

that Vested
During
the Year
($)
Average
Value as of
Vesting Date
for
Current

Year Awards

that Vested
During
the Year*
($)
Average
Value as of
Vesting
Date for
Dividend
Equivalents
that Vested
During
the Year
($)
Average
Value as of
Prior
Year-End for

Prior
Year Awards
Forfeited
During
the Year
($)
Average
Value of
Equity for
Purpose of
Reporting
"Compensation
Actually Paid"
($)
2025
217,545 + (143,635 ) + (53,948 ) + 0 + 40,021 - 0 = 59,984
*
We generally do not issue equity awards that vest in the year of grant.
(5)
The cumulative TSR depicts a hypothetical $100 investment in SunCoke Energy common stock on December 31, 2019, and shows the value of that investment over time (assuming the reinvestment of dividends) for each calendar year. A hypothetical $100 investment in the peer group using the same methodology is shown for comparison. As permitted by SEC rules, for the period from 2020 through 2024, the Company utilized the NASDAQ U.S. Benchmark Iron & Steel Index, which is the industry peer group we used for purposes of Item 201(e) of Regulation
S-K.
The dollar values shown in column (i) of the table thus reflect the NASDAQ U.S. Benchmark Iron & Steel Index TSR. The fourteen companies currently included in this index are: Carpenter Technology Corp., Cleveland-Cliffs Inc., Commercial Metals Co., Metallus, Inc., Northwest Pipe Co., Nucor Corp., Olympic Steel Inc., Radius Recycling, Inc., Reliance, Inc., Ryerson Holding Corp., Steel Dynamics Inc., United States Steel Corp., Worthington Enterprises, Inc., and Worthington Steel, Inc. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 27 of this proxy statement.
(6)
Presented in millions. Net income is as listed in the Company's financial statements in accordance with U.S. GAAP.
(7)
In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the "most important" financial performance measure (as determined by the Company) used to link compensation actually paid to our executive officers to company performance for the most recently completed fiscal year. The Company has determined that
Adjusted EBITDA
, which is a metric included in our long-term and short-term incentive programs, is the "most important" financial performance measure for this purpose. Management believes that Adjusted EBITDA best reflects the ongoing performance of the Company during the periods presented and provides relevant and meaningful insight to investors regarding the Company's operating results. We therefore have included this performance measure in the Pay versus Performance table. Adjusted EBITDA is a
non-GAAP
measure used to supplement the Company's U.S. GAAP disclosures and should not be viewed as alternatives to U.S. GAAP measures of performance. Furthermore, such
non-GAAP
measures may not be consistent with similar measures provided or used by other companies.
Most Important Performance Measures Linking Compensation Actually Paid During 2025 to Company Performance
As required, we disclose below the most important measures used by the Company to link compensation actually paid to our NEOs to Company performance for the 2025 fiscal year. For further information regarding these performance metrics and their function in our executive compensation program, please see "Compensation Discussion and Analysis" beginning on page 21.
Most Important Performance Measures (Unranked)
Adjusted EBITDA
Operating Cash Flow
Pre-tax
Return on Invested Capital (ROIC)
Safety Performance
Environmental Performance
48  
SUNCOKE ENERGY, INC.
2026 PROXY STATEMENT
Table of Contents
Proposal

One
The Board &
Committees
Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A
Other
Information
Set forth below are charts showing the relationship between "Compensation Actually Paid" and the financial performance metrics set forth in the Pay versus Performance table above, as well as the relationship of the Company's Total Shareholder Return ("TSR") compared to our Peer Groups' TSR. As noted above, "Compensation Actually Paid" for purposes of the tabular disclosure and the following charts was calculated in accordance with SEC rules and does not fully represent the actual final amount of compensation earned by, or actually paid to, our NEOs during the applicable years.
GRAPHICAL REPRESENTATION: COMPANY-SELECTED METRIC (Adjusted EBITDA) versus CAP
As noted above, we believe long-term, performance-based equity incentive awards create alignment with stockholders' interests. The Company's Adjusted EBITDA demonstrates generation of earnings from core operations:
SUNCOKE ENERGY, INC.
2026 PROXY STATEMENT  49
Table of Contents
Proposal

One
The Board &
Committees
Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A
Other
Information
GRAPHICAL REPRESENTATION: NET INCOME versus CAP
Set forth below in accordance with Item 402(v) of Regulation
S-K
is a graphical representation of Net Income compared to CAP. This measure is somewhat aligned with the calculated CAP for both the PEOs and the
Non-PEO
NEOs, although the correlation related to Net Income impact is overshadowed by the impact of changes in the Company's stock price on CAP primarily due to the Company's use of equity incentives that are tied directly to stock price, as described above. Notably, the Company does not use Net Income to determine compensation levels or long-term incentive plan payouts.
50  
SUNCOKE ENERGY, INC.
2026 PROXY STATEMENT
Table of Contents
Proposal

One
The Board &
Committees
Corporate
Governance
Director
Compensation
 Executive
 Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A
Other
Information
GRAPHICAL REPRESENTATION: TSR versus CAP
As shown in the chart below, the calculated CAP for both the PEOs and the
Non-PEO
NEOs is correlated with the Company's TSR for each of the years set forth in the table above. This is due primarily to the Company's use of equity awards in the long-term incentive compensation granted pursuant to the Omnibus Plan, which results in the alignment of the value of our executives' outstanding and unvested awards with shareholders' interests. As described in detail in the Compensation Discussion and Analysis beginning on page 21, awards issued under our long-term incentive compensation program are directly linked to stock price and represent a substantial portion of our NEOs' compensation which serves to align our executives' interests with our shareholders' interests. The impact of equity incentive compensation is greater for the PEOs' CAP calculation because the portion of PEOs' compensation delivered in the form of equity incentives is greater than that for the
Non-PEO
NEOs. Set forth below in accordance with Item 402(v) of Regulation
S-K
is a graphical representation of cumulative total shareholder return compared to CAP:
SUNCOKE ENERGY, INC.
2026 PROXY STATEMENT  51

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
 Proposal
 Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

PROPOSAL 2:

ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

The Dodd-Frank Act enables our stockholders to vote to approve, on a non-binding,advisory basis, the compensation of our NEOs as disclosed in this proxy statement pursuant to Item 402 of Regulation S-Kunder the Securities Exchange Act of 1934, as amended, or Exchange Act, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure.

Our strategy with respect to compensation of our NEOs focuses upon paying for performance and aligning pay with the long-term interests of our stockholders. Our structure has a strong performance orientation with a significant portion of pay at risk. The level of pay at risk increases progressively at positions of greater responsibility. We focus on market-based pay and use the median of the market as a reference point, with flexibility for individual experience and performance. The market is defined by reference to general industry, as well as a specific peer group. NEO compensation aligns with shareholder interests through higher compensation when financial and operational goals are met or exceeded and decreased compensation when the Company fails to perform. The compensation structure further supports our need to attract and retain top level talent and individuals with critical skills. We provide competitive benefits in a manner that emphasizes flexibility and the avoidance of legacy liabilities (for example, no defined benefit plan or retiree medical plan).

We are asking our stockholders to indicate their support for our NEO compensation structure as described in this proxy statement. This proposal, commonly known as a "say-on-pay"proposal, gives stockholders the opportunity to express their views on our NEOs' compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement.

The say-on-payvote to approve our executive compensation is advisory, and therefore not binding on SunCoke Energy, the Compensation Committee, or the Board of Directors. Our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, we will consider our stockholders' concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

The current frequency of our shareholder advisory vote on executive compensation is annually.


RECOMMENDATION

We believe our stockholders should support our compensation structure for the following reasons:

•   Our compensation structure is aligned with the interests of our stockholders. Our annual incentive has a corporate balance of 80% financial operational metrics and 20% safety and environmental operational metrics. Both our long-standing safety and environmental metrics are based on objective performance criteria.

•   Our mix of performance-based equity is consistent with our peer group and industry practices, and rewards cumulative financial performance, as well as shareholder return.

•   Our metrics and targets are based on the demanding business plan and challenging safety and environmental targets approved by the Board of Directors.

•   We do not have practices or provisions in our plans that are considered excessive or inappropriate.

•   During periods of underperformance, we have taken decisive action to control costs, including compensation costs.

•   Our executives have been appropriately rewarded or penalized for financial, safety and environmental operational performance and share price performance.

The Board of Directors recommends you vote "FOR"the advisory approval of our executive compensation.

52  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
 Beneficial

 Stock

 Ownership

Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

BENEFICIAL STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PERSONS OWNING MORE THAN FIVE PERCENT OF COMMON STOCK

The following table shows the amount of our Common Stock beneficially owned by stockholders whom we know to be the beneficial owners of more than 5% of the outstanding shares of Common Stock. The nature of beneficial ownership is sole voting and dispositive power, unless otherwise noted.

Name

Shares of Common

Stock

Percent of Common 
 Stock

Outstanding 

BlackRock, Inc. (1)

13,001,418 15.40 %

The Vanguard Group (2)

6,765,652 8.08 %

State Street Corporation (3)

6,561,503 7.75 %

Dimensional Fund Advisors LP (4)

5,529,872 6.53 %
(1)

Number is as of March 31, 2025 and is based on information contained in an amended Schedule 13G filed with the SEC on April 28, 2025. BlackRock, Inc. reported sole voting power with respect to 12,809,763 shares, and sole dispositive power with respect to 13,001,418 shares. The mailing address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

(2)

Number is as of December 31, 2023 and is based on information contained in an amended Schedule 13G filed with the SEC on February 13, 2024. The Vanguard Group reported shared voting power with respect to 127,847 shares, sole dispositive power with respect to 6,559,584 shares, and shared dispositive power with respect to 206,068 shares. The principal business office address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(3)

Number is as of June 30, 2025 and is based on information contained in a Schedule 13G filed with the SEC on August 8, 2025. State Street Corporation reported shared voting power with respect to 6,312,168 shares and shared dispositive power with respect to 6,561,503 shares. The mailing address of State Street Corporation is State Street Financial Center, 1 Congress Street, Suite 1, Boston, MA 02111.

(4)

Number is as of June 30, 2025 and is based on information contained in an amended Schedule 13G filed with the SEC on July 15, 2025. Dimensional Fund Advisors LP reported sole voting power with respect to 5,374,566 shares and sole dispositive power with respect to 5,529,872 shares. The mailing address of Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  53

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
 Beneficial

 Stock

 Ownership

Audit
Committee
Matters
Proposal
Three
Q&A Other
Information

Beneficial Stock Ownership of Directors and Executive Officers

The following table shows the amount of Common Stock beneficially owned as of March 31, 2026 by each of the Company's directors, including director-nominees, by each of our current NEOs and by all current directors and executive officers of SunCoke Energy as a group. Each person has sole investment and voting power over the securities listed in the table.

Name

Shares of
Common

Stock (1)

Right to
Acquire Within
60 days after

March 15, 2026(2)

Total

Percent of 
Common 
Stock 

Outstanding 

Arthur F. Anton

99,902 - 99,902 *

Martha Z. Carnes

112,191 - 112,191 *

Ralph M. Della Ratta, Jr.

122,883 - 122,883 *

Susan R. Landahl

141,378 - 141,378 *

Michael W. Lewis

76,219 - 76,219 *

Andrei A. Mikhalevsky

48,269 - 48,269 *

Katherine T. Gates

316,676 40,175 356,851 *

Mark W. Marinko

71,798 - 71,798 *

P. Michael Hardesty

298,677 39,073 337,750 *

Sarah E. Albert

6,599 - 6,599 *

John F. Quanci

19,922 14,170 34,092 *

All directors and executive officers as a group (11 persons)

1,314,514 93,418 1,407,932 1.66 %
*

Less than one percent of our outstanding Common Stock.

(1)

The amounts shown in this column include common stock units held by non-managementdirectors. Certain directors elected to defer their stock awards into share units under the Directors' Deferred Compensation Plan, which was replaced by the Omnibus Plan in May 2022. The following directors hold such deferred share units: Mr. Anton: 25,983 units; Ms. Carnes: 56,235 units; Ms. Landahl: 87,816 units; and Mr. Lewis: 22,657 units. These directors also hold restricted stock units, or RSUs, that have been granted under the Omnibus Plan after May 2022: Ms. Carnes: 53,562 RSUs; Mr. Della Ratta: 36,590 RSUs; Ms. Landahl: 53,562 RSUs; Mr. Lewis: 53,562 RSUs; and Mr. Mikhalevsky: 41,269 RSUs. Each of the deferred share units and RSUs is treated as if it were invested in shares of Common Stock, but neither the deferred share units nor the RSUs have voting rights. The deferred share units and RSUs are settled in shares of Common Stock following termination of the director's service on the Board of Directors.

(2)

The amounts shown in this column reflect shares of Common Stock which the persons listed have the right to acquire as a result of the exercise of stock options, and/or conversion of restricted share units, within 60 days after March 15, 2026 under certain plans, including the Omnibus Plan.

54  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

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One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
 Audit

 Committee

 Matters

Proposal
Three
Q&A Other
Information

AUDIT COMMITTEE MATTERS

Audit Committee Report

The following is the report of the Audit Committee with respect to SunCoke Energy's audited financial statements for the year ended December 31, 2025. The information contained in this report shall not be deemed "soliciting material" or otherwise considered "filed" with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or under the Exchange Act, except to the extent that SunCoke Energy specifically incorporates such information by reference in such filing:

The Audit Committee assists the Board in fulfilling its oversight responsibility of reviewing the Company's financial statements. Management has the primary responsibility for the financial statements, the reporting process and maintaining an effective system of internal controls over financial reporting. The Company's independent auditors are engaged to audit and express opinions on the conformity of the Company's financial statements to United States generally accepted accounting principles.

In addition to fulfilling its oversight responsibilities as set forth in its charter and further described above in the section titled "Audit Committee," the Audit Committee has performed the following:

Prior to the filing of our Annual Report on Form 10-Kfor the fiscal year ended December 31, 2025, reviewed and discussed the audited financial statements for the year ended December 31, 2025 with SunCoke Energy's management and KPMG LLP ("KPMG").

Discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC.

Evaluated KPMG's qualifications, performance and independence (consistent with SEC requirements), which included the receipt and review of the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding KPMG's communications with the audit committee concerning independence and discussions with KPMG regarding its independence.

Based on the reviews and discussions with management and KPMG referred to above, including the review of KPMG's disclosures and letter to the Audit Committee and review of the representations of management and the reports of KPMG, the Audit Committee recommended to the Board that the financial statements referred to above be included in the Annual Report on Form 10-Kfor the year ended December 31, 2025 filed with the SEC.

Audit Committee of the Board:

Martha Z. Carnes (Chair)

Ralph M. Della Ratta, Jr.

Michael W. Lewis

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  55

Table of Contents

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One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
 Audit

 Committee

 Matters

Proposal
Three
Q&A Other
Information

Audit Fees

The following table sets forth the fees billed by our independent registered public accounting firm for the years ended December 31, 2025 and December 31, 2024. KPMG LLP served as our principal independent registered public accountant for the fiscal years ended December 31, 2025 and December 31, 2024. The following table shows the fees billed for audit, audit-related services and all other services for each of the last two years:

Audit and Non-AuditFees

KPMG LLP
2025
KPMG LLP 
2024

Audit Fees (1)

$ 2,137,625 $ 1603,375

Audit-Related Fees (2)

158,201 -

Tax Fees (3)

690,000 303,000

All Other Fees

15,000 -

Total

$ 3,000,826 $ 1,906,375
(1)

Audit fees relate to professional services rendered in connection with the audit of our annual financial statements, audits of our internal control over financial reporting, quarterly review of financial statements included in our Quarterly Reports on Form 10-Q,preparation of comfort letters and consents and fees for reviews of our registration statements filed with the SEC, and audit services provided in connection with other statutory and regulatory filings. The amount shown in the foregoing table with respect to 2025 Audit Fees includes fees for audit work performed in connection with SunCoke Energy's acquisition of Phoenix and the subsequent period, as well as related out-of-pocket expenses.

(2)

Audit-related fees relate to assurance and related services (e.g., transactional accounting research-related fees), that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor (but not included in the audit fees set forth under "Audit Fees" above), such as employee benefit plan audits, and agreed-upon procedures required to comply with financial, accounting or regulatory reporting. The amount shown in the foregoing table with respect to 2025 Audit-RelatedFees includes fees for audit-related tax due diligence work in connection with the Phoenix acquisition.

(3)

Tax fees relate to professional services rendered in connection with tax audits, preparation of tax returns, other tax compliance services, and/or tax planning services. The amount shown in the foregoing table with respect to 2025 Tax Fees includes fees for audit work performed in connection with energy tax credits available under Section 48 of the Internal Revenue Code.

Audit Committee Pre-ApprovalPolicy

SunCoke Energy maintains an auditor independence policy that mandates that the Audit Committee pre-approvethe audit and non-auditservices and related budget in advance. The policy:

identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the auditor's independence is not impaired;

describes the audit, audit-related and tax services that may be provided and the non-auditservices that are prohibited; and

sets forth pre-approvalrequirements for all permitted services.

In some cases, pre-approvalis provided by the full Audit Committee for the applicable fiscal year for a particular category or group of services, subject to an authorized amount. In other cases, the Audit Committee specifically pre-approvesservices. To ensure compliance with the policy, the policy requires that our Vice President and Controller report the amount of fees incurred for the various services provided by the auditor not less frequently than semi-annually. The Audit Committee has delegated authority to its Chair to pre-approveone or more individual audit or permitted non-auditservices for which estimated fees do not exceed $100,000, as well as adjustments to any estimated pre-approvalfee thresholds up to $50,000 for any individual service. Any such pre-approvalsmust then be reported at the next scheduled meeting of the Audit Committee.

56  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

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Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
 Proposal

 Three

Q&A Other
Information

PROPOSAL 3:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed KPMG LLP to serve as SunCoke Energy's independent registered public accounting firm for the fiscal year ending December 31, 2026. The Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the appointment, compensation and oversight of the audit work of the independent registered public accounting firm. The Board is submitting the appointment of KPMG to the stockholders for ratification as a matter of good corporate practice. Should the stockholders fail to ratify the appointment of KPMG, the Audit Committee may reconsider the appointment and may retain KPMG or another accounting firm without resubmitting the matter to stockholders.

Even if the stockholders ratify the appointment of KPMG, the Audit Committee may select another firm if it determines such selection to be in the best interests of SunCoke Energy and our stockholders. Representatives from KPMG are expected to be present at the 2026 Annual Meeting. The representatives will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from our stockholders.

RECOMMENDATION

The Board unanimously recommends that you vote "FOR"the ratification of the Audit Committee's appointment of KPMG as SunCoke Energy's independent registered public accounting firm for the fiscal year ending December 31, 2026.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  57

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
 Q&A Other
Information

QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING

References to "the Company", "SunCoke Energy", "we", "us" and "our" in this proxy statement mean SunCoke Energy, Inc.

Q:

Who is soliciting my vote?

A:

The Board, on behalf of the Company, is soliciting your proxy to vote your shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock") on all matters scheduled to come before the 2026 Annual Meeting, whether or not you attend. By completing, signing, dating and returning a proxy card or voting instructions form, or by submitting your proxy and voting instructions by telephone or via the Internet, you are authorizing the persons named as proxies to vote your shares of Common Stock at the 2026 Annual Meeting as you have instructed. The Company has retained Sodali & Co., a proxy solicitation firm, which may solicit proxies on the Board's behalf. Information contained on our corporate website is not part of this proxy statement. In addition, none of the information on other websites, if any, listed in this proxy statement is part of this proxy statement.

Q:

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A:

Pursuant to rules adopted by the Securities and Exchange Commission, or SEC, we have elected to furnish our proxy statement and other proxy materials to stockholders on the Internet rather than mailing paper copies to each stockholder. If you received a Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, in the mail, you will not receive a paper copy of these materials unless you have requested to receive paper copies. All stockholders can access our proxy statement and other proxy materials. Instructions on how to do so, or to request a printed copy, may be found on the Notice of Internet Availability. In addition, stockholders may request to receive these materials in printed form by mail on an ongoing basis. The Notice of Internet Availability also will instruct you on how you may vote your shares and how you may vote over the Internet.

Q:

What am I voting on?

A:

You are voting on the following proposals:

Proposal 1: Election of Ms. Martha Z. Carnes and Ms. Katherine T. Gates to the class of directors whose term expires in 2029 (see pages 5 through 6);

Proposal 2: Non-bindingadvisory vote to approve the compensation of our named executive officers (see Page 52);

Proposal 3: Ratification of the Audit Committee's appointment of KPMG LLP, or KPMG, as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (see page 57); and

Any other business properly coming before the meeting.

Q:

How does the Board of Directors recommend that I vote my shares?

A:

The Board of Directors' recommendations can be found with the description of each Proposal in this proxy statement. In summary, the Board of Directors recommends that you vote:

Proposal 1: "FOR" the election of each of the nominees for director;

58  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
 Q&A Other
Information

Proposal 2: "FOR" the non-bindingadvisory vote to approve the compensation of our named executive officers; and

Proposal 3: "FOR" the ratification of the Audit Committee's appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Q:

Who is entitled to vote?

A:

Only stockholders of record at the close of business on March 18, 2026 are entitled to vote at the 2026 Annual Meeting. As of that date, there were 84,843,774 shares of our Common Stock outstanding. Each share of Common Stock is entitled to one vote. There is no cumulative voting.

Q:

How many votes must be present to hold the meeting?

A:

Your shares are counted as present at the 2026 Annual Meeting if you attend the meeting and vote or if you properly return a proxy by telephone, internet or mail. In order for us to conduct our meeting, holders of a majority of our outstanding shares of Common Stock as of the close of business on March 18, 2026 must be present live or by proxy at the meeting. This is referred to as a quorum. Proxy cards or voting instruction forms that reflect abstentions will be counted as shares present to determine whether a quorum exists to hold the 2026 Annual Meeting.

Q:

How are votes counted? How many votes are needed to approve each of the proposals?

A:

For Proposal 1, you may vote "FOR," "AGAINST," or "ABSTAIN" for each director-nominee. The affirmative vote of a majority of the votes cast for the election of directors at the 2026 Annual Meeting is required to elect a nominee as a director. Abstentions and broker non-votesare not counted as a vote cast either "FOR" or "AGAINST" a nominee and thus have no effect. Our By-lawsset forth the procedures if a nominee does not receive at least a majority of votes cast at a meeting for election of directors where a quorum is present. In an uncontested election, any incumbent nominee for director who does not receive at least a majority of the votes cast must submit his or her resignation. The Governance Committee will evaluate the tendered resignation and make a recommendation to the Board whether to accept or reject the resignation. The Board will act on the tendered resignation and publicly disclose its decision within ninety (90) days after the certification of the election results. If the incumbent director's resignation is not accepted by the Board, such director will continue to serve until the next annual meeting, or until his or her successor is duly elected and qualified. If the director's resignation is accepted by the Board, the Board may fill the resulting vacancy in accordance with the applicable procedures set forth in the By-laws.

For Proposals 2 and 3, you may vote "FOR", "AGAINST", or "ABSTAIN," and the affirmative vote of a majority of the shares present live or by proxy and entitled to vote on these proposals at the 2026 Annual Meeting is required for approval. Thus, in order to be approved, Proposals 2 and 3 each must receive more than fifty percent (50%) of the shares present live or represented by a proxy at the 2026 Annual Meeting and entitled to vote at the meeting. Abstentions will have the effect of a vote "AGAINST" these proposals. Broker non-voteswill have no effect on the outcome of the matters to be voted on in Proposal 2. There will be no broker non-voteswith respect to Proposal 3, since it is the only item on the agenda for which brokers may exercise their discretion to vote "FOR" or "AGAINST" the proposal in the absence of any instructions from the beneficial owners.

Q:

What is a "broker non-vote"?

A:

A broker non-voteoccurs when the beneficial owner of shares held of record by a broker, bank, trust, or other nominee fails to provide such broker, bank, trust, or other nominee with specific instructions concerning how to vote on any "non-routine"matters brought to a vote at a stockholders meeting. The New York Stock Exchange ("NYSE") rules determine whether proposals are routine or not routine. If a proposal is routine, a broker holding shares for an owner in street name may vote on the proposal without voting instructions. As a result, brokers are not entitled to vote on Proposals 1 and 2 at the 2026 Annual Meeting without receiving voting instructions from the beneficial owners. If a broker exercises its discretion to vote on Proposal 3 but

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  59

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
 Q&A Other
Information

does not have instructions from the beneficial owner on how to vote on Proposals 1 or 2, the underlying shares will be counted for establishing the presence of a quorum. If you do not provide voting instructions to your bank, broker, trustee or other nominee holding shares of Common Stock for you, your shares will not be voted with respect to Proposals 1 or 2.

Q:

How do I vote?

A:

You can vote either by attending the 2026 Annual Meeting, or by proxy without attending the meeting. Most stockholders have four options for submitting their votes:

By telephone, using the toll-free number listed on your proxy card (if you are a stockholder of record) or voting instruction form (if your shares are held by a broker, financial institution, or other nominee). The telephone voting procedures are designed to authenticate a stockholder's identity to allow stockholders to vote their shares and confirm that their instructions have been properly recorded. Voting by telephone authorizes the named proxies to vote your shares in the same manner as if you had submitted a validly executed proxy card;

Over the Internet, at the address provided on the Notice of Internet Availability or on your proxy card or voting instruction form. The Internet procedures are designed to authenticate a stockholder's identity to allow stockholders to vote their shares and confirm that their instructions have been properly recorded. Internet voting facilities for stockholders of record are available 24 hours a day. Voting via the Internet authorizes the named proxies to vote your shares in the same manner as if you had submitted a validly executed proxy card;

Through the Mail, by completing, marking, signing, dating and mailing your proxy card or voting instruction form and returning it in the envelope provided. If you return your signed proxy card or voting instruction form but do not mark the boxes showing how you wish to vote, your shares will be voted in accordance with the recommendation of the Board of Directors for each of the proposals for which you did not indicate a vote. Proxy cards submitted by mail must be received by the time of the 2026 Annual Meeting in order for your shares to be voted; or

Live at the 2026 Annual Meeting. Shares held in your name as the stockholder of record may be voted by you at the 2026 Annual Meeting. Shares held beneficially in "street name" may be voted by you at the 2026 Annual Meeting only if you obtain a legal proxy from the broker or other agent that holds your shares giving you the right to vote the shares and hold such proxy during the 2026 Annual Meeting. If you vote by proxy and also attend the 2026 Annual Meeting, you do not need to vote again at the 2026 Annual Meeting unless you wish to change your vote.

If you are the registered stockholder (that is, if you hold your stock in your own name), you can vote via telephone or over the Internet by following the instructions provided on the Notice of Internet Availability or on your proxy card. If your shares are held in "street name" (that is, they are held in the name of a broker, financial institution, or other nominee), you will receive instructions with your materials that you must follow in order to have your shares voted. Please review your voting instruction form to determine whether you will be able to vote via the telephone or over the Internet. Even if you plan to attend the 2026 Annual Meeting, we encourage you to vote your shares by proxy. If your shares are held in "street name," you must request a legal proxy from your broker, financial institution or other nominee and hold that proxy during the meeting to vote at the meeting.

60  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
 Q&A Other
Information
Q:

Can I change or revoke my vote?

A:

YES. You can change or revoke your vote at any time before the polls close at the Annual Meeting by:

re-votingvia telephone or over the internet (only your latest telephone or internet vote will be counted);

signing and dating a new proxy card and submitting it (only your latest proxy card will be counted);

if you are a registered stockholder, delivering timely notice of revocation to the Corporate Secretary, SunCoke Energy, Inc., 1011 Warrenville Road - Suite 600, Lisle, Illinois 60532; or

attending the 2026 Annual Meeting and voting.

If your shares are held in "street name," please contact your broker, financial institution or other nominee and comply with the broker's, financial institution's or other nominee's procedures if you want to change or revoke your previous voting instructions. Attending the 2026 Annual Meeting will not in and of itself revoke a previously submitted proxy unless you specifically request it.

Q:

Who counts the votes?

A:

We have retained Computershare Trust Company, N.A., our transfer agent, to act as independent inspector of election and as proxy vote tabulator to count the votes represented by proxies cast by telephone, the Internet and ballot. A representative of Computershare will act as the Inspector of Election. Computershare will determine whether or not a quorum is present, will count the shares voted (including shares voted during the 2026 Annual Meeting) and will certify the election results.

Q:

Can other matters be decided at the 2026 Annual Meeting?

A:

As of the date of this Proxy Statement, we are not aware of any business to be brought before the 2026 Annual Meeting, other than the matters described in our Notice of Annual Meeting of Stockholders. If any other matters properly come before the 2026 Annual Meeting, the named proxies will vote in accordance with their best judgment.

Q:

Who can attend the meeting?

A:

The 2026 Annual Meeting is open to SunCoke Energy stockholders of record and beneficial owners with proof of their proxy power (legal proxy).

Q:

How can I attend the Annual Meeting?

A:

The 2026 Annual Meeting will be a virtual-only meeting of stockholders, conducted exclusively by live audio webcast. No physical meeting will be held. You are entitled to participate in the 2026 Annual Meeting only if you were a SunCoke Energy stockholder as of the close of business on the Record Date, or if you hold a valid proxy for the 2026 Annual Meeting. To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials.

The Meeting Center ID for the meeting is https://meetnow.global/M4PPXM5. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting https://meetnow.global/M4PPXM5. You also will be able to vote your shares online by attending the 2026 Annual Meeting by webcast. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

We recommend that you carefully review the procedures needed to gain admission in advance. If you do not comply with the procedures described for attending the 2026 Annual Meeting via live audio webcast, you will not be able to participate online.

The online meeting will begin promptly at 8:00 a.m., Central Time. We encourage you to access the meeting prior to the start time, leaving ample time for check-in.Please follow the registration instructions as outlined in this proxy statement.

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  61

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
 Q&A Other
Information
Q:

How do I register to attend the Annual Meeting virtually on the Internet?

A:

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the 2026 Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the 2026 Annual Meeting virtually on the Internet. To register to attend the 2026 Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your SunCoke Energy, Inc. holdings, along with your name and e-mailaddress, to Computershare. Requests for registration must be labeled as "Legal Proxy" and must be received no later than 5:00 p.m., Eastern Time, on May 8, 2026 (i.e., three business days in advance of the meeting). Requests for registration should be directed to Computershare at the following:

By e-mail:

  Forward the email from your broker, or attach an image

  of your legal proxy, to [email protected].

By U.S. mail:

  Computershare

  SunCoke Energy, Inc. Legal Proxy

  P.O. Box 43001

  Providence, RI 02940-3001

You will receive a confirmation of your registration by e-mailafter Computershare receives your registration materials.

Q:

What if I have technical difficulties or trouble accessing the virtual meeting website?

A:

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-dateversion of applicable software and plugins. Please note that Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. If you require technical assistance, you may call 1-888-724-2416(locally), or +1 781-575-2748(internationally).

Q:

Why are you holding a virtual meeting instead of a physical meeting?

A:

We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. We believe that hosting a virtual meeting will enable more of our stockholders to attend and participate in the meeting since our stockholders can participate from any location around the world with Internet access.

Q:

How do I submit questions or comments for the Annual Meeting?

A:

Stockholders can submit questions or comments online during the Annual Meeting via live audio webcast by visiting https://meetnow.global/M4PPXM5. We will answer timely submitted questions or comments on a matter to be voted on at the Annual Meeting before voting is closed on the matter. Questions or comments received during the Annual Meeting will be presented as submitted, uncensored and unedited, except that we may omit certain personal details for data protection issues, or we may edit profanity or other inappropriate language. Questions or comments regarding general economic, political or other views that are not directly related to the business of the meeting, that are of an individual concern to a stockholder, or that are not an appropriate subject matter for general discussion, are not pertinent to the meeting and therefore will not be presented. If we receive substantially similar questions, we may group those questions together and provide a single response to avoid repetition.

62  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
 Q&A Other
Information
Q:

Who will pay for the cost of proxy preparation and solicitation of proxies?

A:

SunCoke Energy will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this Proxy Statement, the proxy card, the Notice of Annual Meeting and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse brokerage firms, banks, trusts, or other nominees representing beneficial owners, for the reasonable charges and expenses of forwarding proxy solicitation materials to "street name" holders. We have hired Sodali & Co., 333 Ludlow Street - 5th Floor, South Tower, Stamford, Connecticut 06902, a proxy solicitation firm, to assist us in soliciting proxies for a fee of $10,250, plus reasonable out-of-pocketexpenses for proxy solicitation services.

Q:

What happens if the meeting is postponed or adjourned?

A:

If the meeting is postponed or adjourned, your proxy will still be good and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted. See "Can I change or revoke my vote?" above.

Q:

How can I obtain a stockholder list?

A:

A list of stockholders entitled to vote at the 2026 Annual Meeting will be available electronically for examination during the 2026 Annual Meeting at https://meetnow.global/M4PPXM5.

Q:

How may I obtain a copy of the Company's 2025 Annual Report on Form 10-K?

A:

A copy of our 2025 Annual Report on Form 10-Kfor the fiscal year ended December 31, 2025, is being provided to you along with this Proxy Statement. However, the Company's Annual Report on Form 10-Kis not part of the proxy soliciting materials. You also may obtain a copy of our 2025 Annual Report on Form 10-Kwithout charge by writing to: SunCoke Energy, Inc., 1011 Warrenville Road - Suite 600, Lisle, Illinois 60532, Attn: Investor Relations. Our 2025 Annual Report on Form 10-Kalso is available free of charge through our website at www.SunCoke.com, and the SEC's website at www.sec.gov.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 14, 2026:

This Proxy Statement and our Annual Report on Form 10-Kfor the year ended December 31, 2025 are available in the "Investor Relations" section of our website at the following internet address: http://www.SunCoke.com

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  63

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A  Other

 Information

OTHER INFORMATION

Equity Compensation Plan Information

The following table provides information as of December 31, 2025 regarding the number of shares of our common stock that may be issued under the Omnibus Plan.

Plan category

No. of securities to be
issued upon exercise
of outstanding options
warrants and rights

(a)

Weighted avg.
exercise price of
outstanding options
warrants and rights
(b) (1)

No. of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))

(c)

Equity compensation plans approved by security holders

1,325,541 (2)   $ 9.73 4,922,662

Equity compensation plans not approved by security holders

- - -

TOTAL

1,325,541 $ 9.73 4,922,662
(1)

Weighted-average exercise price of outstanding stock options (excludes RSUs and PSUs, which were granted at no cost to participants).

(2)

Includes shares to be issued in connection with Stock Options, RSUs and PSUs granted under the Omnibus Plan and/or prior plans. Awards granted under prior plans generally remain in effect pursuant to their existing terms and the terms of the plan under which they were originally granted.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (such as brokers and banks) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as "householding," is also permissible under the General Corporation Law of the State of Delaware and potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of banks and brokers with account holders who are our stockholders may be householding our proxy materials. A single Notice of Annual Meeting of Stockholders, Proxy Statement and 2025 Annual Report will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice of Annual Meeting of Stockholders, Proxy Statement and 2025 Annual Report please notify your bank or broker and direct your request to Corporate Secretary at SunCoke Energy, Inc., 1011 Warrenville Road - Suite 600, Lisle, Illinois 60532 or (630) 824-1000.Stockholders who currently receive multiple copies of the Proxy Statement at their address and would like to request householding of their communications should contact their bank or broker.

Future Stockholder Proposals

In order for a stockholder proposal to be considered for inclusion in our proxy materials for the 2027 Annual Meeting, the proposal must be received by our Corporate Secretary at SunCoke Energy, Inc., 1011 Warrenville Road - Suite 600, Lisle, Illinois 60532, on or before December 2, 2026, and comply with the procedures and requirements set forth in Rule 14a-8(e)(2)under the Exchange Act.

In accordance with the advance notice requirements contained in the By-laws,for director nominations or other business brought by a stockholder and to be considered for inclusion in our proxy materials for the 2027 Annual Meeting, other than Rule 14a-8proposals described above, written notice must be delivered no earlier than the close of business on January 14, 2027 and no later than the close of business on February 12, 2027 to our Corporate Secretary at SunCoke Energy, Inc., 1011 Warrenville Road, Suite 600, Lisle, Illinois 60532. These stockholder notices must comply with the requirements of the By-lawsand will not be effective otherwise.

64  SUNCOKE ENERGY, INC.2026 PROXY STATEMENT

Table of Contents

Proposal

One

The Board &
Committees
Corporate
Governance
Director
Compensation
Executive
Compensation
Proposal
Two
Beneficial
Stock
Ownership
Audit
Committee
Matters
Proposal
Three
Q&A  Other

 Information

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director-nominees other than the Company's nominees must provide written notice to the Company's Secretary no later than March 15, 2027, which is 60 calendar days prior to the anniversary of this year's meeting date. Such notice must comply with the requirements set forth in the Company's Amended and Restated By-lawsand Rule 14a-19of the Exchange Act, as applicable.

Other Matters

As of the date of this proxy statement, we do not know of any other matters that may be presented for action at the Annual Meeting. However, should other matters properly come before the meeting, the persons named as proxies will vote in a manner as they may, in their discretion, determine.

Websites

Website addresses referenced in this proxy statement are provided for convenience only, and the content on the referenced websites does not constitute a part of this proxy statement.

Solicitation of Proxies

The cost of soliciting proxies in the enclosed form will be borne by SunCoke Energy. In addition to solicitation by mail, our officers and other employees may solicit proxies personally, by telephone, by e-mailand by facsimile. We may request banks and brokers or other similar agents or fiduciaries to transmit the proxy materials to the beneficial owners for their voting instructions and will reimburse them for their expenses in so doing. We have retained Sodali & Co., 333 Ludlow Street - 5th Floor, South Tower, Stamford, Connecticut 06902, to assist us in the solicitation of proxies for an estimated fee of $10,250 plus reimbursement of certain out-of-pocketexpenses.

By order of the Board of Directors,

John J. DiRocco, Jr.

Vice President, Assistant General Counsel and Corporate Secretary

Lisle, Illinois

April 1, 2026

SUNCOKE ENERGY, INC.2026 PROXY STATEMENT  65

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SunCoke EnergyTM ENDORSEMENT_LINE_ SACKPACK 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters - here's how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/sxc or scan the QR code - login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/sxc Using a black ink pen, mark your votes with an X as shown in this example Please do not write outside the designated areas. Annual Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals - The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3. 1. To elect two directors to the class of directors whose term expires in 2029: For Against Abstain 01 - Martha Z. Carnes 02 - Katherine T. Gates For Against Abstain 2. To hold a non-binding advisory vote to approve the compensation of the Company's named executive officers ("Say-on-Pay") For Against Abstain 3. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 B Authorized Signatures - This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) - Please print date below. Signature 1 - Please keep signature within the box. Signature 2 - Please keep signature within the box.22HM 049BOB

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2026 Annual Meeting of SunCoke Energy, Inc. Stockholders The 2026 Annual Meeting of Stockholders of SunCoke Energy, Inc. will be held on Thursday, May 14, 2026 at 8:00 a.m. Central Time, virtually via the Internet at meetnow.global/M4PPXM5 To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form Important notice regarding the availability of proxy materials for the annual meeting: The proxy statement is available electronically at www.envisionreports.com/sxc Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/sxc IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy - SunCoke Energy, Inc. This proxy is solicited on behalf of the Board of Directors for the Annual Meeting of Stockholders on May 14, 2026 The undersigned hereby appoints Katherine T. Gates and Shantanu Agrawal, and each of them as attorney-in-fact, agent and proxy of the undersigned, with full powers of substitution to each, to attend and act as proxies of the undersigned at the annual meeting of stockholders of SunCoke Energy, Inc., to be held on May 14, 2026, at 8:00 a.m., Central Time, Virtual Only, and at all adjournments or postponements thereof, and to vote upon and in respect of the following matters and in accordance with the following instructions the number of shares of common stock, par value $0.01 per share, of SunCoke Energy, Inc. which the undersigned, if personally present, would be entitled to vote. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED ON THIS PROXY, OR IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2, AND 3, AND IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID REPLY ENVELOPE.

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Suncoke EnergyTM Using a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas.Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals - The Board of Directors r A ecommend a vote FOR all the nominees listed and FOR Proposals 2 and 3. 1. To elect two directors to the class of directors whose term expires in 2029:01 - Martha Z. Carnes For Against Abstain 02 - Katherine T. Gates For Against Abstain 2. To hold a non-binding advisory vote to approve the compensation of the Company's named executive officers ("Say-on-Pay") For Against Abstain 3. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 For Against Abstain B Authorized Signatures - This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) - Please print date below. Signature 1 - Please keep signature within the box. Signature 2 - Please keep signature within the box. 1 U P X 685381 049BQB

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Important notice regarding the availability of proxy materials for the annual meeting:The proxy statement is available electronically at www.edocumentview.com/sxc IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.This proxy is solicited on behalf of the Board of Directors for the Annual Meeting of Stockholders on May 14, 2026 Proxy - SunCoke Energy, Inc. The undersigned hereby appoints Katherine T. Gates and Shantanu Agrawal, and each of them as attorney-in-fact, agent and proxy of the undersigned, with full powers of substitution to each, to attend and act as proxies of the undersigned at the annual meeting of stockholders of SunCoke Energy, Inc., to be held on May 14, 2026, at 8:00 a.m., Central Time, Virtual Only, and at all adjournments or postponements thereof, and to vote upon and in respect of the following matters and in accordance with the following instructions the number of shares of common stock, par value $0.01 per share, of SunCoke Energy, Inc. which the undersigned, if personally present, would be entitled to vote. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED ON THIS PROXY, OR IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED "FOR"PROPOSALS 1, 2, AND 3, AND IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID REPLY ENVELOPE.

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