| Ally Financial Inc. |
Offering Date: Tuesday, October 22, 2024 through Monday, October 28, 2024
Trade Date: Monday, October 28, 2024 @ 12:00 PM ET
Settle Date: Thursday, October 31, 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. |
Ally
Financial Inc.
Ally Financial Term Notes, Series A
Prospectus dated August 13, 2024 |