| Ally Financial Inc. |
Offering Date: Monday, November 18, 2024 through Monday, November 25, 2024
Trade Date: Monday, November 25, 2024 @ 12:00 PM ET
Settle
Date: Friday, November 29, 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 |