| Ally Financial Inc. |
Offering Date: Monday, February 3, 2025 through Monday, February 10, 2025
Trade Date: Monday, February 10, 2025 @ 12:00 PM ET
Settle Date:
Thursday, February 13, 2025
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 |
