| Ally
Financial Inc. |
Offering
Date: Monday, August 26, 2024 through Tuesday, September 3, 2024
Trade Date: Tuesday, September 3, 2024 @ 12:00 PM ET
Settle Date: Friday, September 6, 2024
Minimum Denomination/Increments: $1,000.00/$1,000.00
Initial trades settle flat and clear SDFS: DTC Book Entry only
DTC Number 0235 via RBC Dain Rauscher Inc
Agents: InspereX LLC, Citigroup, J.P. Morgan, BofA Securities,
Morgan Stanley, RBC Capital Markets
Except for Notes sold to level-fee accounts, Notes offered
to the public will be offered at the public offering price set forth in this Pricing Supplement. Selected dealers purchasing Notes on
an agency basis for non-level fee client accounts shall purchase Notes at the public offering price. Notes purchased by the selected
dealers for their own account may be purchased at the public offering price less the applicable concession. Notes purchased by the selected
dealers on behalf of level-fee accounts may be sold to such accounts at the applicable concession to the public offering price, in which
case, such selected dealers will not retain any portion of the sales price as compensation.
If the maturity date or an interest payment date for any note
is not a business day (as term is defined in prospectus), principal, premium, if any, and interest for that note is paid on the next
business day, and no interest will accrue from, and after, the maturity date or interest payment date.
Legal Matters-
Validity of the Notes:
In the opinion
of counsel to Ally Financial Inc. (the “Company”), when the notes offered by this pricing supplement have been executed and
issued by the Company and authenticated by the trustee pursuant to the indenture dated as of September 24, 1996, with The Bank of New
York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”), as amended and supplemented from time
to time (the “Indenture”), and delivered against payment as contemplated herein, such notes will be valid and binding obligations
of the Company, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of
reasonableness and equitable principles of general applicability, and provided that I express no opinion as to (i) the enforceability
of any waiver of rights under any usury or stay law, (ii) the effect of fraudulent conveyance, fraudulent transfer or similar provision
of applicable law on the conclusions expressed above and (ii) the validity, legally binding effect or enforceability of any provision
that permits holders to collect any portion of stated principal amount upon acceleration of the notes to the extent determined to constitute
unearned interest. This opinion is given as of the date hereof and is limited to Federal laws of the United States of America, the law
of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary
assumptions about the Trustee’s authorization, execution and delivery of the Indenture, the Trustee’s authentication of the
notes, and the validity, binding nature and enforceability of the Indenture with respect to the Trustee, and the genuineness of signatures
and to such counsel’s reliance on the Company and other sources as to certain factual matters, all as stated in the letter of such
counsel dated August 24, 2012, which has been filed as Exhibit 5.1 to the Registration Statement.
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Ally
Financial Inc.
Ally Financial Term
Notes, Series A
Prospectus
dated August 13, 2024
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