ALLY Ally Financial Inc

A Message From

the Chairman of Our Board and Our CEO

March 21, 2025

		Dear Fellow Shareholders:   As we reflect on the year, we are energized by the talented team we have in place and their unwavering commitment to reinforce Ally’s market leading positions and strengthen our foundation for the years ahead. We would like to start by thanking you—our shareholders—for your continued trust in the Ally team as we execute on our strategy to deliver long-term shareholder value.   Living our purpose. We believe that our long-term success is underpinned by our purpose-driven “Do It Right” culture and relentless focus on delivering for our employees, customers, communities, and shareholders. This dedication to our employees is recognized by Ally ranking in the top 10% of companies for employee engagement for the fifth consecutive year—seven points higher than the financial services benchmark. We believe that when employees are all-in, our culture thrives, and our customers benefit. For our customers, we continued to offer best-in-class customer experiences, evidenced by our 90% bank customer satisfaction rate, leading deposit customer retention rates of over 95%, and 14% growth in engaged savers for the year. And within our communities, our employees volunteered over 61,000 hours, and we matched employee donations resulting in $2.4 million to local nonprofit organizations. These examples highlight the lasting impact we continue to create for our stakeholders.   Driving our financial and operational results. One of our highest priorities over the last year was evaluating all aspects of the business to ensure we are delivering long-term shareholder value. We are focused on allocating resources to our highest returning businesses while controlling expenses and investing in our employees and customer experiences to drive productivity and efficiency. In 2024, we achieved full year Adjusted EPS(a) of $2.35 (GAAP EPS of $1.80) and Core ROTCE(a) of 8.5% (GAAP return on common equity of 4.8%) as we navigated an environment pressured from the combination of volatile interest rates and a consumer burdened by the cumulative effects of inflation. Core franchises demonstrated strong operating performance including consumer auto originations of $39.2 billion sourced from 14.6 million applications, and 232 thousand net new deposit customers, now totaling 3.3 million total deposit customers. Management took several actions to leverage the power of focus and bolster Ally’s capital position, such as closing on the sale of Ally Lending, issuing our inaugural credit risk transfer transactions, and in 2025, announcing an agreement to sell our Credit Card business while also ceasing new mortgage loan originations. Through the power of focus, Ally is well positioned to deliver meaningful shareholder value by maintaining disciplined capital and expense management while prudently managing credit. Looking ahead, we are pursuing a more focused approach in our core businesses where we have demonstrated competitive advantages—Dealer Financial Services, Corporate Finance and Deposits.

Notice of

Annual

Meeting of

Shareholders

MEETING DATE: Tuesday, May 6, 2025

TIME: 9:00 a.m. Eastern Daylight Time

RECORD DATE: Thursday, March 13, 2025

WEBSITE: www.virtualshareholdermeeting.com /ALLY2025

Matters to be voted on at the meeting

Only shareholders of record at the close of business on March 13, 2025, the record date fixed by the Board of Directors of the Company, will be entitled to notice of and to vote at the meeting or any adjournment thereof. A list of all shareholders of record entitled to vote is on file at the principal executive office of the Company located at 500 Woodward Avenue, MC: MI-01-10-CORPSEC, Detroit, Michigan 48226.

We use the internet as our primary means of furnishing proxy materials to our shareholders, including the notice and proxy statement, a proxy card, and our 2024 annual report. Consequently, most shareholders will not receive paper copies of our proxy materials. We will instead send to shareholders a notice with instructions for accessing the proxy materials and voting via the internet. The notice will also explain how shareholders may obtain paper copies of our proxy materials if they so choose. Internet transmission and voting are designed to be efficient, minimize cost, and conserve natural resources.

Voting procedures are described in the proxy statement. If you wish to attend the virtual-meeting internet webcast, you will need to follow the instructions set forth on page 90 of the proxy statement and otherwise satisfy the eligibility criteria described there.

Shareholders of record or their proxies and beneficial owners of our common stock may attend the Annual Meeting by logging in at www.virtualshareholdermeeting.com/ALLY2025 and entering the 16-digit control number included in the notice of internet availability of proxy materials, on the proxy card, or in the instructions included with the proxy materials. Refer to Meeting Admission later in this proxy statement for more information.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 6, 2025. This proxy statement, our annual report to shareholders for fiscal year 2024, and our Form 10-K for fiscal year 2024 are available electronically at www.proxyvote.com/ALLY.

By Order of the Board of Directors.

Jeffrey A. Belisle

Corporate Secretary

March 21, 2025

Table of

contents

		2025 Proxy Statement

New For This

Year’s Proxy

Statement

During recent engagements, our shareholders expressed appreciation for the robust enhancements in disclosures and the design and flow of our 2024 proxy statement. Last year, we augmented the scope of disclosures, particularly with respect to:

In this year’s proxy statement, we carried forward these disclosures and expanded further to provide enhanced transparency on certain governance topics that were discussed in our most recent engagements with shareholders. This includes:

We have been intentional in presenting this information to shareholders in an easily digestible, comprehensive manner. We included new graphics and charts this year to further enhance and simplify the reader experience, including new graphics illustrating:

We are committed to ongoing shareholder engagement and will continue to seek feedback on our proxy disclosures and design to provide a best-in-class experience for shareholders. We hope you read our proxy in its entirety and encourage you to vote at our 2025 Annual Meeting.

Proxy

Summary

Business Overview and

Company Performance

Our Business

Ally Financial Inc. (together with its consolidated subsidiaries unless the context otherwise requires, Ally, the Company, we, us, or our) is a financial-services company with $191.8 billion in assets as of December 31, 2024. The Company comprises the nation’s largest all-digital bank and an industry-leading automotive financing and insurance business, driven by a mission to “Do It Right” and be a relentless ally for customers and communities. The Company serves customers with deposits and securities brokerage and investment advisory services as well as automotive financing and insurance offerings. The Company also includes a robust corporate finance business that offers capital for equity sponsors and middle-market companies.

Ally is a Delaware corporation and is registered as a Bank Holding Company (BHC) under the BHC Act and a Financial Holding Company (FHC) under the Gramm-Leach-Bliley (GLB) Act. Our primary business lines are Dealer Financial Services, which is comprised of our Automotive Finance and Insurance operations, and Corporate Finance. Corporate and Other primarily consists of centralized corporate treasury activities, deposits, the management of our consumer mortgage portfolio, the activity related to Ally Invest, Ally Lending, and Ally Credit Card, and reclassifications and eliminations between the reportable operating segments. During the first quarter of 2024, we closed the sale of Ally Lending. Additionally, during the first quarter of 2025, we announced that we will cease new mortgage loan originations, and we entered into a definitive agreement to divest our credit card business.

Our Strategic Priorities

In January of 2025, we announced strategic actions that refine our focus to our core businesses that have durable and diversified revenue streams, attractive returns, and relevant scale. Our long-term strategic objectives are centered around:

Auto Finance is well-positioned for success with scale, deep industry relationships and established partnerships with innovators moving the auto industry forward. Ally Insurance has a substantial and well-established presence in the U.S. and Canada as a leading Finance & Insurance (F&I) provider and is a market leader for commercial insurance products sold directly to U.S. dealers. Ally Insurance’s value proposition is highly complementary to our Auto Finance Business and

drives dealer growth through unmatched products, training, service, and consulting. Within our Automotive Finance and Insurance operations, we are focused on strengthening our network of dealer relationships and increasing engagement by leveraging our pricing power and sophisticated underwriting—all while building for long-term profitability and maintaining an appropriate level of risk appetite. Within Corporate Finance, we have established strong relationships with leading sponsors and borrowers with a value proposition centered around providing creative solutions, speed, certainty of delivery, and a long-term relationship orientation. We seek to expand our relationships with known private equity sponsors while exploring growth across all verticals. Within our commercial lending portfolios, we focus on real estate lending primarily to automotive dealerships, skilled nursing facilities, senior housing, memory care facilities, and medical office buildings. Within Ally Bank, we are focused on investing in our deposits platform by optimizing the portfolio and driving engaged customer growth. The deposit franchise generates significant economic value for the enterprise through stable and reliable deposit funding. At Ally Invest, we seek to augment our securities-brokerage and investment-advisory services to more comprehensively assist our customers in managing their savings and growing their wealth.

Our Values

We recognize our long-term success is underpinned by the strength of our purpose-driven culture—a culture we believe sets us apart from the competition and gives us an advantage as we recruit and retain talented team members. Our people-first approach enables a winning, customer-centric philosophy focused on resiliency, adaptability, and a growth mindset oriented drive to be a better version of ourselves every day. We strive to uphold our “Do it Right” ethos through decisions and deeds at all levels of the organization, and we collectively commit to work with integrity and accountability and to uphold our core values in the workplace, the marketplace, and the community. Our culture is driven by our “LEAD” core values, which create a nimble and ever-evolving approach to meet the needs of our stakeholders, emphasizing our employees to:

Financial and Operational Performance Highlights

In 2024, Ally continued to navigate a dynamic operating environment that included volatility in interest rates and a consumer burdened by the cumulative effects of inflation. These near-term headwinds impacted our financial results, but strong operational trends within our core franchises reaffirmed our market leading positions. Within Dealer Financial Services, $39.2 billion of consumer auto originations were sourced from a record 14.6 million applications. Within Ally Bank, our Deposit franchise continued to demonstrate success. We added more than 230 thousand customers and now serve 3.3 million retail depositors with $143.4 billion of balances, of which, 92% are FDIC insured as of December 31, 2024. Corporate Finance delivered record core pre-tax income of $433 million and a 37% return on equity with zero net-charge-offs, demonstrating the high quality of our loan book.

Ally’s leadership team remained focused on prioritizing risk-adjusted returns, strategically allocating capital and resources to our highest returning businesses, and maintaining disciplined expense management. We took intentional capital actions to build excess capital and grow shareholder value. In 2024, these actions included:

Other notable actions include:

(a) This is a non-GAAP financial measure. Refer to Appendix A for applicable definitions and reconciliations.

Shareholder Engagement

Shareholder Engagement Program

Ally regularly engages with our shareholders as a key component of our governance practices. Our ongoing engagement includes interactions with many of our largest shareholders and regular participation by several members of our executive leadership. Our shareholders also have an opportunity to provide feedback at our annual meetings. In 2024, we continued outreach through our governance-focused engagement program to understand investor perspectives on key corporate governance, executive compensation, and corporate social responsibility matters. The following graphics provide an overview of our engagements and key topics discussed.

2024 Outreach and Engagement

Governance-focused Engagement and Responsiveness

The Board considers shareholder engagement on corporate governance, executive compensation, and corporate social responsibility topics a critical part of its stewardship responsibilities. Ally has established a robust, year-round shareholder engagement program, through which we engage in dialogue and seek shareholder perspectives on matters of interest to inform decision-making.

In 2024, we conducted two rounds of engagement, both prior to our May Annual Meeting and again in early fall. Ally conducted broad outreach to investors and the leading proxy advisory firms, meeting with each shareholder and proxy advisor who accepted our requests. Mr. Fennebresque, the CNGC Chair, participated in select engagements.

Overview of 2024 Shareholder Engagement

Note: Represents reported holdings as of time of engagement.

In the spring of 2024, engagements focused on topics related to our Annual Meeting. Investors broadly appreciated the actions Ally took in response to their feedback from prior meetings – most notably the enhanced disclosure around the incentive scorecard process and how pay outcomes are determined by the CNGC. This support carried through to the 2024 Annual Meeting where our say-on-pay proposal received 91% of votes cast and directors averaged 97% support.

In the fall of 2024, engagements covered a range of topics including leadership transitions, Board composition and oversight, executive compensation, and corporate social responsibility. The below table outlines common discussion topics and areas of feedback during fall 2024 engagements, as well as our responses and actions to address each feedback topic.

Executive Compensation Highlights

Ally’s executive compensation program is designed to have a strong link between pay and performance, with a substantial emphasis on long-term performance to align with shareholder interests. Ally’s program, as designed by the CNGC, uses a scorecard approach to establish performance expectations, to assess performance, and to inform compensation to ensure that incentive compensation drives performance in a manner that prioritizes safety and soundness and appropriately manages risk, which is essential to long-term value creation in highly regulated financial institutions. The CNGC believes this holistic approach to determining total incentive compensation is appropriate as it provides flexibility to navigate the dynamics of a fluid macroeconomic environment while incentivizing NEOs to focus on risk management and execution of our long-term strategic priorities. Once approved, each NEO’s total incentive compensation is allocated across annual cash incentive, performance stock units, and restricted stock units, according to a formulaic mix that is significantly weighted towards long-term compensation.

Ally achieved above-target performance in three of the five scorecard pillars—risk management, consumer and cultural, performed at-target for business metrics, and performed below-target on certain key financial metrics. Operationally, many aspects of our business performed at record levels indicative of our underlying momentum and support for return expansion over time. The 2024 financial performance was impacted, however, by a dynamic operating environment that included volatility in interest rates and a consumer burdened by cumulative inflationary pressure. Given the heavier weighting the scorecard places on financial performance, the incentive pool was funded below target. The 2024 scorecard and performance outcomes are detailed in the CD&A, along with context for performance within each of the pillars that was considered by the CNGC in assessing overall achievement.

Overview of Board of Directors Nominees

The CNGC has recommended, and the Board has nominated, the following 10 director candidates for election at the Annual Meeting to hold office until the next annual meeting of shareholders in 2026. Each has agreed to be nominated and named in this proxy statement and to serve if elected. The Board believes this is currently the appropriate size and that the director nominees listed below possess the right mix of perspectives, backgrounds, skills, and experiences in order to fulfill the Board’s duties and oversee Ally’s corporate strategy. The Board regularly assesses its composition and governance structure. For more information on each nominee, refer to Director Qualifications and Responsibilities later in this proxy statement. For more information on the director recruitment and refreshment process, refer to Director Recruitment and Refreshment later in this proxy statement.

Corporate Governance Highlights

The Board understands strong corporate governance practices are critical to Ally achieving its strategic objectives and maintaining the trust and confidence of its shareholders, regulators, customers, and other key stakeholders. Key governing documents, including the Board’s Governance Guidelines, are available on the Company’s website at www.ally.com/about/investor/policies-charters/. Select corporate governance highlights include the following:

Proposal 1

Election of Directors

Board Composition

The Board currently has 10 seats. The Board believes that this size is appropriate at the present time based on its assessment of the need for particular talents or other qualities, the benefits associated with a mix of perspectives and backgrounds, the availability of qualified candidates, the workloads and needs of the Board’s committees, and other relevant factors. The Board also assesses whether its composition, governance structure, and practices support Ally’s safety and soundness and its ability to promote compliance with applicable law while taking into account its asset size, complexity, scope of operations, risk appetite, risk capacity, and changes in these factors. All seats on the Board are up for election annually. The Compensation, Nominating, and Governance Committee (CNGC) has recommended, and the Board has nominated, the following 10 director candidates for election at the Annual Meeting to hold office until the next annual meeting of shareholders in 2026. Each has agreed to be nominated and named in this proxy statement and to serve if elected. The nominees below comprise all the current directors of Ally, except for Kenneth J. Bacon, whose term will end at the time of the election of directors at the Annual Meeting, and Michelle J. Goldberg, who is being nominated for election at the Annual Meeting.

 Audit committee financial expert    Risk management expert under the Federal Reserve’s Regulation YY

		2025 Proxy Statement • 1

Under Delaware law and our Bylaws, each director will hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, or removal. The Company has adopted a director resignation policy providing that, if an incumbent director nominee fails to receive a majority of the votes cast in an uncontested election, the director must promptly tender a notice of resignation to the Company’s Chief Executive Officer (CEO) or Secretary, which will become effective only upon acceptance by the Board. The CEO or the Secretary, as applicable, will relay a copy of the notice to the Chair of the Board and the Chair of the CNGC. The CNGC will make a recommendation to the Board as to whether the resignation should be accepted or rejected or whether other action should be taken. The affected director will not take part in any deliberations or actions of the CNGC or the Board relating to the resignation. Within 90 days following certification of the election results, the Board will act on the resignation, taking into account the CNGC’s recommendation and any other information judged by the Board to be relevant, and publicly disclose its decision in a filing with the U.S. Securities and Exchange Commission (SEC). If the Board rejects the director’s resignation, under Delaware law, the director will continue to serve on the Board. If the Board accepts the director’s resignation, the Board may fill the resulting vacancy or may reduce the size of the Board.

No cumulative voting rights exist in this election. If you are a beneficial owner of shares, your broker, bank, or other nominee is not permitted to vote your shares on this matter if no instruction is received from you.

We do not anticipate that any nominee will become unavailable for election. If that were to happen for any reason, however, the shares represented by proxies and voting for a nominee who unexpectedly becomes unavailable will be voted instead for a substitute candidate nominated by the Board, unless the Board elects to reduce its size.

The Board recommends that shareholders vote FOR the election of each of the 10 nominees to our Board.

		2025 Proxy Statement • 2

Director Qualifications and Responsibilities

The Board and CNGC believe that the Company’s director nominees possess the qualifications, skills, and experience necessary to oversee Ally’s long-term strategy and priorities in the context of its risk profile. All of the director nominees have experience identifying, assessing, and overseeing risk management programs. Almost all of the director nominees have senior executive leadership experience and experience in the financial-services industry. We believe these experiences, along with those listed in the chart below, are important for the Board’s ability to oversee management’s execution of Ally’s business strategy, and to understand the opportunities and challenges specific to our industry, the products and services that we offer, and the competition that we face. While not intended to be exhaustive, the following matrix highlights a number of relevant skills and qualifications possessed by some or all of the 10 nominees. Descriptions of the skills and qualifications are on the following page. The Board and CNGC takes into account these skills when considering existing directors and potential director candidates to nominate to the Board. See “Director Recruitment and Refreshment” later in this proxy statement for more information on the factors considered in the director nomination process.

Skills and Qualifications

Senior Executive Leadership 90%

✓

✓

✓

✓

✓

✓

✓

✓

✓

Financial-Services Industry 90%

✓

✓

✓

✓

✓

✓

✓

✓

✓

Regulatory / Governmental 90%

✓

✓

✓

✓

✓

✓

✓

✓

✓

Risk Management 100%

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Finance / Accounting 90%

✓

✓

✓

✓

✓

✓

✓

✓

✓

Other Public- Company Board 90%

✓

✓

✓

✓

✓

✓

✓

✓

✓

Technology and Digital Innovation 70%

✓

✓

✓

✓

✓

✓

✓

Cybersecurity 40%

✓

✓

✓

✓

Human Capital Management 90%

✓

✓

✓

✓

✓

✓

✓

✓

✓

		2025 Proxy Statement • 3

The following table includes additional details with respect to each skill, including how each enhances the effectiveness of our Board.

The CNGC and the Board strive to complement the institutional knowledge of more seasoned directors with fresh perspectives brought by newer directors and believe that the mix of perspectives and backgrounds of our nominees contributes to enhancing the efficacy of the Board, increasing the fundamental value of our Company, and creating long-term value for shareholders. The table below provides an overview of the Board’s composition.

		2025 Proxy Statement • 4

In its oversight role, the Board’s primary responsibilities are the following:

The CNGC and the Board are dedicated to assembling directors who excel in fulfilling these responsibilities, exercise independent leadership and oversight of management, and operate in a cohesive and effective manner. Each director candidate possesses valued backgrounds, skills, qualifications, and other characteristics, and collectively, these director candidates are positioned to meaningfully contribute to increasing the fundamental value of Ally and creating long-term value for shareholders.

The Board has affirmatively determined in its business judgment that each of Mr. Hobbs, Mr. Cary, Ms. Clark, Mr. Fennebresque, Mr. Gibbons, Ms. Goldberg, Ms. Magner, Mr. Reilly, and Mr. Sharples is independent as defined in the New York Stock Exchange (NYSE) listing standards and applicable SEC rules (each independent and an independent director). In evaluating the independence of each director candidate, transactions, relationships, and arrangements between the director candidate or any related person or interest and the Company or any of its subsidiaries were assessed. These included certain relationships that were determined not to impact director independence and the provision of services in the ordinary course of business to Ally. All of these transactions, relationships, and arrangements were judged to have been made on terms and under circumstances at least as favorable to the Company or its subsidiaries as those that were prevailing at the time for comparable transactions, relationships, or arrangements with unrelated persons or interests or those that would have applied to unrelated persons or interests. In addition, none of these transactions, relationships, or arrangements were determined to require disclosure under Item 404(a) of SEC Regulation S-K. The Board concluded as well that no independent director has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. No familial relationships exist among the directors.

		2025 Proxy Statement • 5

Director Candidate Biographies

Set forth here is a brief description of the backgrounds and other characteristics of each director candidate. The skills and experiences listed below are not exhaustive and reflect those most relevant to the directorship role at Ally. These, along with factors described earlier in this section, led the Board and CNGC to conclude that the director candidates should be nominated for election at the Annual Meeting.

		2025 Proxy Statement • 6

Board Governance Matters

Director Recruitment and Refreshment

The Board and CNGC are dedicated to assembling directors who excel in fulfilling the Board’s responsibilities, exercising independent leadership and oversight of management, and operating in a cohesive and effective manner. The Board and CNGC believe that the Board should consist of directors with an array of backgrounds, skills, and qualifications, whether in terms of education, business acumen, accounting and financial expertise, risk-management experience, or experience with other organizations. In considering director candidates, the Board and CNGC take into account these factors as well as other characteristics that, in their judgment, will enhance the effectiveness of the Board. These characteristics include independence, the ability to understand Ally’s primary risks and to advise management on Ally’s strategic plan and objectives in the context of its risk profile, the ability to make independent and disinterested decisions in the balanced and best interests of Ally’s shareholders as a whole, the ability and willingness to devote sufficient time and attention to Ally, personal and professional integrity, honesty, ethics, and values, and the candidate’s overall fit within the existing mix of director characteristics.

In identifying and recommending candidates to stand for election to the Board, the CNGC may consider existing directors for renomination and also considers potential director candidates who are recommended by shareholders in compliance with applicable law and listing rules and our Bylaws. The CNGC may use search firms to identify potential candidates. The same criteria is used to evaluate all potential director candidates regardless of how they have been identified. The effectiveness of these policies and processes for identifying and considering potential director candidates is assessed by the CNGC in connection with its annual evaluation of the performance of the Board and each committee as contemplated by the Board’s Governance Guidelines (Governance Guidelines). The typical process used in the recruitment of director candidates is illustrated below.

		2025 Proxy Statement • 11

The Board regularly refreshes its composition to ensure alignment with business strategy and has welcomed three new directors over the past three years with extensive technology and cybersecurity experience and retail and consumer banking backgrounds. This year, we are pleased to nominate Michelle J. Goldberg for election as a director at the 2025 annual meeting. Ms. Goldberg brings extensive experience in technology, investment, finance, and digital media, contributing a fresh perspective alongside the critical institutional knowledge of our more seasoned directors. An overview of the Board’s recent refreshment efforts is illustrated below.

Meeting Attendance

Directors are strongly encouraged to attend each annual meeting of shareholders in order to provide an opportunity for informal communication between directors and shareholders and to enhance the Board’s understanding of shareholder priorities and perspectives. All existing directors attended the last annual meeting of shareholders on May 7, 2024. The Board met 9 times during 2024. Each nominee who is currently a director attended at least 75% of the aggregate of (1) the total number of meetings held in 2024 by the Board during the period when the director was serving in that capacity and (2) the total number of meetings held in 2024 by all applicable committees during the period when the director was serving on those committees.

The Board’s Leadership Structure

Under our Bylaws, a majority of the full Board elects the chairperson. Whenever the chairperson does not qualify as an independent director, the independent directors—by a majority vote at a meeting consisting solely of independent directors—elects one of the independent directors as lead director. Mr. Hobbs currently serves as the Chairman of the Board and is a non-executive and independent director.

The Board believes that a non-executive and independent Chair is currently in the best interests of the Company and its shareholders because, based on the Company’s present circumstances, the structure provides a balance between strategic development and independent oversight of management. The Board, however, maintains its flexibility to make this determination at any time to provide appropriate leadership for the Company as circumstances warrant. The CNGC reviews the Board structure at least annually.

		2025 Proxy Statement • 12

Our Bylaws provide that the chairperson (or in the chairperson’s absence, the lead director) will preside at Board meetings. Under the Governance Guidelines, the chairperson also has the following responsibilities: (1) serve as a liaison between the independent directors and management, (2) periodically communicate with the CEO to discuss matters of importance to the independent directors, (3) provide for adequate deliberations on all agenda items and other matters properly brought before the Board, and (4) perform other duties that are appropriate for a non-executive chair and that a majority of the independent directors may identify from time to time.

Board Governance Practices

Director Outside Board Commitments

In selecting director candidates, the Board and CNGC consider the other demands on each candidate to assess the candidate’s ability to devote the necessary time and effort required for service on our Board and its committees. As part of its annual self-assessment process, the Board evaluates individual director performance, including attendance at, preparedness for, and participation in meetings of the Board and its committees. See The Board’s Self-Assessment Process described below for additional information. The Governance Guidelines, which are reviewed annually by the CNGC, include limitations on the number of outside boards on which our directors may serve. The following table sets forth these limitations, which all director nominees meet.

In addition, under Ally’s Code of Conduct and Ethics, the CEO may serve on the board of another for-profit company only with approval from the Chair of the Board, the Chair of the CNGC, and the General Counsel.

The Board’s Self-Assessment Process

The Board conducts an annual self-assessment to assess effectiveness at the Board and committee levels. As provided in the Governance Guidelines, the CNGC is responsible for developing, recommending to the Board for approval, and oversight of the self-assessment process for the Board and its committees. The following graphic illustrates the key steps for the Board’s self-assessment process.

Historically, the self-assessment process has consisted of a written questionnaire that solicited the director’s views on a variety of topics. For 2024, the Board determined to conduct the self-assessment through one-on-one interviews administered by a third party. In future years, the Board may consider one or a combination of assessment approaches.

The Board’s annual self-assessment process covers a variety of topics, which may include:

		2025 Proxy Statement • 13

In addition, directors may be asked to identify priorities, desired training, and opportunities for the Board and its committees.

The Board and its committees discuss the results of the evaluation, including with respect to Board composition, practices and processes, and management assists with implementing any identified action items.

Director Onboarding and Education

New directors are provided with the opportunity for a comprehensive orientation to educate them about Ally’s business activities, strategic direction, risk profile, financial results, and key policies and procedures through presentations, reading materials, meetings with officers and employees, visits to Ally’s facilities, or other means as appropriate. In recognition of the evolving nature and continued importance of governance issues and practices, each director is encouraged to participate in continuing education programs to maintain a level of expertise that is appropriate for performing the responsibilities of a director or committee member and to continually enhance their skills and remain abreast of Company and industry matters. In 2024, our directors received training on a variety of topics, including fair lending, the Bank Secrecy Act / anti-money laundering, transaction with affiliates, complaints management, and cybersecurity awareness.

Committees of the Board

The CNGC annually reviews the structure and membership of the Board’s committees and recommends any appropriate changes to the Board. The Board’s governance structure is designed to support effective oversight (including oversight of senior management), timely access to information, and sound decision-making. The membership of each committee is driven by its purpose, the expertise or experience needed to achieve that purpose, any requirements of applicable law or listing rules, and other factors that are expected to enhance the effectiveness of the committee. The standing committees of the Board are currently the CNGC, the AC, the RC, and the Technology Committee (TC). The membership of these committees during 2024 and the total number of their meetings in 2024 are detailed in the following summaries, except that Melissa Goldman also served as a member of the RC and the TC until her departure from the Board on August 27, 2024 and Michael F. Steib also served as a member of the RC and the TC until his departure from the Board on May 7, 2024.

		2025 Proxy Statement • 14

Compensation, Nominating, and Governance Committee

Number of Meetings in 2024: 7

The Board has determined all members of the CNGC are qualified to serve on the CNGC under applicable SEC rules and NYSE listing standards (including the independence and non-employee-director requirements for compensation-committee members).

Responsibilities: The CNGC assists the Board in overseeing:

A narrative description of the processes for considering and determining executive and director compensation—including (1) the CNGC’s authority and the extent to which that authority may be delegated and (2) the roles of Ally’s executive officers and compensation consultants in determining or recommending the amount or form of executive and director compensation—can be found in Compensation Discussion and Analysis and Director Compensation later in this proxy statement.

The CNGC’s policies on the nomination process for directors can be found in Director Recruitment and Refreshment earlier in this proxy statement.

Board oversight of compensation and governance matters have been combined under the purview of the CNGC since Ally’s initial public offering in 2014 and has been an effective structure to facilitate strong oversight. The Board believes there are meaningful synergies between compensation and governance matters that continue to make this structure effective for Ally and outweigh the benefits of allocating these functions to separate committees. The Board annually reviews the structure and membership of its committees and has not identified inefficiencies or gaps in the current committee structure.

		2025 Proxy Statement • 15

Audit Committee

Number of Meetings in 2024: 9

The AC is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 as amended (Exchange Act).

The Board has determined all members of the AC are qualified to serve on the AC under applicable SEC rules and NYSE listing standards (including the independence and financial-literacy requirements for audit-committee members) and have accounting or related financial-management expertise under applicable NYSE listing standards. The Board also has determined that Messrs. Cary and Gibbons and Ms. Clark are audit-committee financial experts under applicable SEC rules. None of the members of the AC simultaneously serve on more than three public-company audit committees.

Responsibilities: The AC assists the Board in overseeing:

Additional information about the AC can be found in the Audit Committee Report later in this proxy statement.

		2025 Proxy Statement • 16

Risk Committee

(a) Mr. Bacon’s term will end at the time of the election of directors at the Annual Meeting.

Number of Meetings in 2024: 6

The RC assists the Board in overseeing Ally’s risk-management policies and global risk-management framework, including its risk-appetite statement and its program for managing compliance risk. More specifically, the RC approves and oversees Ally’s enterprise-risk-management framework, including the material-risk taxonomy, and approves and monitors a clear risk appetite for Ally that aligns with its strategy and risk capacity. In addition, the RC oversees management’s responsibility for ensuring that the enterprise-risk-management framework is commensurate with Ally’s structure, risk profile, complexity, activities, and size. The RC also monitors the qualifications, stature, and independence of the Chief Risk Officer—who directly reports and has unrestricted access to both the RC and the CEO—and through its Chair, reviews and approves the appointment, retention, performance evaluation, and compensation of the Chief Risk Officer.

Additional information about the RC can be found in Risk Management Oversight later in this proxy statement.

Technology Committee

Number of Meetings in 2024: 5

The TC was created in December of 2021 to assist the Board in overseeing (1) the execution of digital and other technology strategies (including the use of artificial intelligence), (2) the technology infrastructure and significant investments in it, and (3) information-technology risks, information-security risks (including cybersecurity risk), and data risks. Among its oversight responsibilities of information-technology, information-security, and data risks, the TC will:

The TC meets with the RC in a joint session at least annually.

		2025 Proxy Statement • 17

Risk Management Oversight

Role of the Board

A holistic, integrated, and proactive approach to risk management is cultivated in the tone at the top that is set and communicated by the Board, the CEO, and other members of senior management. Together, these leaders establish and regularly reinforce risk-based performance as one of Ally’s strategic priorities. The Board aligns Ally’s strategy with its risk appetite and, as a result, fosters an environment that does not encourage excessive risk taking. The Board also holds senior management accountable for maintaining the risk appetite framework and supports the independence and stature of independent-risk-management and internal-audit functions. One of the Board’s primary responsibilities include, through the RC, overseeing Ally’s risk-management policies and global risk-management framework, including its risk-appetite statement and its program for managing compliance risk, commensurate with its structure, risk profile, complexity, activities, and size.

Role of the Board’s Committees

Each of the Board committees are responsible for evaluating specified risks and overseeing the management of those risks, and the full Board is regularly updated by management on the state of Ally’s risk appetite, risk capacity, and enterprise-risk-management framework—including management’s ongoing assessment of identified top and emerging risks—and considers them in assessing and directing Ally’s strategy and business. The RC also meets in joint sessions with each of the AC and TC, at least annually, to discuss with management the guidelines and policies for assessing and managing Ally’s exposure to risks, including major financial risk exposures, and the steps management has taken to monitor, control, report on, and, as necessary, disclose those exposures. Additional details of how the Board’s risk oversight responsibilities are carried out through its committees is illustrated below.

		2025 Proxy Statement • 18

Information Technology/Cybersecurity/Data Risk

Information technology/cybersecurity/data is one of our primary risks, which we define as risks resulting from the failure of, or insufficiency in, information technology (for example, a system outage) or intentional or accidental unauthorized access, sharing, removal, tampering, or disposal of company and customer data or records (for example, a cybersecurity incident), or the lack of data governance, the mismanagement of data, or poor data privacy and protection. We and our service providers rely extensively on digital communications, data management, and other operating systems and infrastructure to conduct our business and operations. Disruptions to these systems or their infrastructure from cyberattacks, or failures in the management of information underlying these systems, may impede our ability to conduct business and operations and may result in business, reputational, financial, regulatory, or other harm. We and other financial institutions continue to be the target of various cyberattacks, including through phishing, the introduction of malware, denial-of-service, or other means. These cyberattacks often are intended to disrupt the operations of financial institutions or obtain confidential, proprietary, or other information or assets of Ally, our customers, employees, or other third parties with whom we transact.

Information technology/cybersecurity operational metrics and data are monitored on an ongoing basis and assessed against established risk-appetite limits. An inventory of information technology/cybersecurity/data processes, risks, and controls is maintained, which is derived utilizing regulatory and industry guidance, including the Federal Financial Institutions Examination Council Information Technology Examination Handbook and the National Institute of Standards and Technology Cybersecurity Framework. This inventory is used to assist in the identification and assessment of information technology/cybersecurity/data risks. In addition, information protection and risk management teams managed by our CISO are responsible for the administration, governance, and ongoing assessment of information technology/cybersecurity/data risks that pertain to their areas of responsibility. Cyber-related risks continue to evolve, including through the emergence of artificial intelligence, and have become increasingly sophisticated. As a result we continuously evaluate the adequacy of our preventive and detective measures. Additional information can be found in our December 31, 2024 Form 10-K.

As part of its responsibilities, the TC reviews the information-technology, information-security, and data risk appetite statements approved by the Risk Committee for alignment with the Company’s strategy and risk capacity (including Committee-set limits). The RC, however, is ultimately responsible for the oversight of information-technology, information-security, and data risks. Refer to Committees of the Board earlier in this proxy statement for additional information.

Management Succession Planning

The strength of our leadership has been a key factor in helping drive our historical accomplishments. The CNGC has oversight responsibility for Ally’s executive leadership development and management succession planning intended to support the development of executives and continuity of key leadership positions, which is important in our efforts to execute on our long-term strategic objectives.

In support of this, leaders across the enterprise are focused on developing potential future leaders and top performers to assist in identifying internal candidates. Our aim is to have the right talent, in the right roles, at the right time to mitigate talent risks as we strive to develop our next generation of leaders through intentional growth and internal mobility opportunities. Required skill sets and other criteria for key positions are established to assist in the identification of external candidates where required, and search firms or other resources may be utilized.

The CNGC reviews at least annually with the CEO and the Chief Human Resources Officer the leadership development and succession plans relating to the positions of CEO and other key executives. The succession plan identifies a “readiness” level and ranking for internal candidates and incorporates flexibility for the Board to define an external hire as a succession option. In addition, the CNGC maintains a C-Suite temporary succession plan which identifies executives ready to serve in respective C-Suite roles in an interim capacity, as requested by the Board.

A number of leadership updates took place in 2024, including the appointment of our new CEO in April and further changes later in the year to support the delivery of increased value for our customers, employees, and shareholders. The CNGC engaged an independent search firm to facilitate the search for a CEO. See “Leadership Updates” in the CD&A for more information.

Compensation Committee Interlocks and Insider Participation

No person who served as a member of the CNGC during the year ended December 31, 2024—Kim S. Fennebresque, Franklin W. Hobbs, Mayree C. Clark, and Marjorie Magner—(1) was an officer or employee of the Company during 2024, (2) was a former officer of the Company, or (3) had any relationship requiring disclosure by the Company under any paragraph of Item 404 of SEC Regulation S-K. No executive officer of Ally served on any board of directors or compensation committee of any other entity for which any of our directors served as an executive officer at any time during the year ended December 31, 2024.

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Pillars for Impact

At Ally, we firmly believe it’s our responsibility as corporate citizens to make a positive impact on the world around us. This belief is embedded in the very fabric of our business and culture, and is based on four pillars: employees, customers, communities, and environment.

Four Key Pillars

We ground our approach on a simple equation: If you care for your employees, they will care for your customers. That will drive results and have a positive impact in your communities. Collectively, Ally teammates have helped each other, our customers, and our communities thrive—driving a sustainable, positive impact for our stakeholders.

For our employees, we emphasize a working environment and company culture that embraces a broad range of talents, backgrounds, and perspectives and where colleagues feel valued as both individuals and members of the team.

We continue to be relentless for our customers’ financial well-being, translating into products, services, and initiatives that make financial services and financial empowerment accessible to the people we serve.

Our DNA is also defined by our commitment to the communities where we live and work through volunteering, employee donations, employer-matched grants, and corporate grants and sponsorships. Our three key areas of giving are affordable housing, financial education, and workforce development.

As Ally seeks to evolve and mature our environmental strategy, we are evaluating climate-related opportunities which deliver value for our stakeholders, including developing products and services to create environmental and social benefits; a focus on more sustainable operations; employee engagement and training; and evaluation of sustainable finance opportunities.

		2025 Proxy Statement • 20

A Culture That Promotes Belonging

Our people-first human capital approach is guided by a philosophy that emphasizes care for our employees through professional and personal support, and offerings that drive them to better care for our customers and positively impact our communities. We believe these components combine to propel our operational and financial results and a strategic advantage through our distinctive culture. We emphasize a working environment and company culture that embrace a broad range of talents, backgrounds, and perspectives and where colleagues feel valued as both individuals and members of the team. In doing so, we believe the best ideas and solutions are able to be heard, advancing our efforts for all of our stakeholders. We measure human capital success through regular enterprise-wide engagement surveys and external workplace recognition. In 2024, we placed in the Top 10% of global workplaces for employee engagement for the 5th consecutive year, as measured by a third-party provider. We also were named to Fortune’s 100 Best Places to Work.

We recognize our long-term success is underpinned by the strength of our purpose-driven culture—a culture we believe sets us apart from the competition and gives us an advantage as we recruit and retain talented team members. Our people-first approach enables a winning, customer-centric philosophy focused on resiliency, adaptability, and a growth-mindset-oriented drive to be a better version of ourselves every day. We strive to uphold our “Do it Right” ethos through decisions and deeds at all levels of the organization, and we collectively commit to work with integrity and accountability and to uphold our core values in the workplace, the marketplace, and the community. Our culture is driven by our “LEAD” core values, which create a nimble and ever-evolving approach to meet the needs of our stakeholders, emphasizing our employees to:

Employee Engagement

Sustaining high levels of employee engagement and belonging are key measures of our workplace success as we continue to build a company where our employees want to work, have purposeful careers, and feel empowered to make a difference. Throughout the year, a third-party provider administers confidential employee surveys to provide feedback on key strengths and opportunity areas for action-taking to improve our culture. The results of these surveys are shared with the Board and help guide individual team engagement planning across the organization to drive enterprise change and empowerment through localized efforts.

In 2024, our employee engagement scores were within the top 10% of all global companies that participated in the survey for the fifth consecutive year, and we were seven points higher than the financial services industry benchmark. We believe high levels of employee engagement reflect a productive and engaged workforce that contributes to our voluntary attrition rate of 8% for the year ended December 31, 2024.

Additionally, we internally monitor and provide opportunities for our employees to provide feedback outside of our company-wide engagement survey. We recently deployed a method of consistently collecting employee feedback on our internal website. This survey asks a rotating series of questions that employees answer, and management uses those answers to better understand our enterprise and align strategic priorities.

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We share these quotes to highlight employee sentiment in employee’s own words submitted anonymously in our annual engagement survey.

We empower our employees and encourage internal mobility: 19% of our existing eligible workforce with at least one year of tenure received promotions or transitioned into new roles during the year ended December 31, 2024. Our internal hiring rate reached 48% in 2024, further supporting employee career development and mobility. Our deliberate focus on mobility supports our ongoing retention efforts for top talent across the organization. The retention rate for employees that we determine to be high performers through year-end evaluation ratings was 93% for the year ended December 31, 2024. On a routine basis, we perform talent and succession planning to develop and retain our top talent, including critical roles throughout the organization.

We empower our employees to act as founders with an ownership mindset across all levels of the organization and across all aspects of the business. This philosophy is reinforced through our shared equity program. In August 2021, we announced that all eligible employees may be awarded Ally stock annually through our discretionary #OwnIt Annual Grant Program dependent upon our financial performance and Board approval. In December 2024, for the sixth consecutive year, we awarded all active, regular Ally employees, who do not already receive equity as part of their compensation package, with 100 restricted stock units, up to a maximum grant date value of $5,000, and subject to a 3-year cliff vesting schedule, in recognition of our notable accomplishments and to support enterprise-wide ownership. This benefit provides shared equity to our employees and to further encourage the mindset of an owner, we also maintain an employee stock purchase plan that provides employees with the opportunity to purchase Ally stock at a discount.

Resource Groups for Employees

We have eight resource groups for employees (Resource Groups). Membership in our Resource Groups is voluntary and open to all employees. As we celebrated our seventh anniversary of Resource Groups in 2024, employee participation grew to 64% of our workforce belonging to at least one Resource Group as of December 31, 2024. Our Resource Groups may offer employees a sense of belonging, enhanced networking, and opportunities to learn and grow. They also support local community outreach initiatives through volunteering. Through dedicated focus months, each Resource Group has delivered education and awareness that expands understanding and collaboration throughout the organization. Our objective across all the groups is to foster a workplace environment where all employees have a sense of belonging and know their opinions count.

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2024 Highlights

Living our purpose helped deliver meaningful results for our shareholders and made a real difference for our employees, customers, communities, and the environment. Here are some of the ways we made an impact in 2024.

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Director Compensation

Our director compensation program is designed to attract and retain directors with the characteristics described in Director Qualifications and Responsibilities earlier in this proxy statement and to provide fair compensation for the work required of a director in a company with Ally’s asset size, complexity, scope of operations, risk appetite, and risk capacity. The program is reviewed annually by the CNGC—with advice from its independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook)—and approved by the Board.

Details of the director compensation program for 2024 are set forth in the following table.

(a) Paid in quarterly installments.

(b) Consists of director deferred stock units, each of which vests immediately and represents the right to receive one share of our common stock upon the director’s departure from the Board (Director DSUs). This amount is prorated for directors who join the Board after the annual meeting of shareholders.

Consistent with the Governance Guidelines, non-employee directors are reimbursed for reasonable out-of-pocket expenses related to their service on the Board. Furthermore, under our Certificate of Incorporation, directors are limited in their liability and indemnified to the fullest extent permitted by Delaware law for their service in that capacity.

Ally allows its non-employee directors to defer from 0% to 100% of their cash retainers in 25% increments. These deferrals can be made into either fully vested Director DSUs or a cash account that is credited with interest quarterly. Interest earned on a cash account is based on the average rate offered by Ally Bank for deposits in its online savings accounts.

The following table describes compensation for non-employee directors who served during fiscal year 2024.

2024 Director Compensation Table

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(a) Includes Director DSUs received during 2024. The number of Director DSUs granted is determined by the fair market value of Ally’s common stock on the applicable grant date.

(b) Mr. Gibbons elected to defer 100% of his cash retainer payments in the form of Director DSUs.

(c) Ms. Goldman ceased serving on the Board on August 26, 2024.

(d) Mr. Reilly elected to defer 100% of his cash retainer payments in the form of Director DSUs.

(e) Mr. Sharples began service as the Technology Chair on March 4, 2024. The earnings reflect the prorated amounts based on service dates.

(f) Mr. Steib ceased serving on the Board on May 6, 2024. This amount includes the reimbursement of approximately $35,000 in legal fees.

The following table sets forth the aggregate number of Director DSUs held by each non-employee director at December 31, 2024.

Director DSU Balances as of December 31, 2024

(a) Includes Director DSUs received as part of the annual retainer payments.

(b) Includes Director DSUs received resulting from an election to defer cash payments owed to the director in the form of Director DSUs. The number of Director DSUs granted is determined by the fair market value of Ally’s common stock on the applicable grant date.

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Other Governance Policies

and Practices

Code of Conduct and Ethics

Our Board has adopted a Code of Conduct and Ethics to promote integrity in the workplace, in the marketplace, and in our society and communities. The Code of Conduct and Ethics applies to all of Ally’s officers and employees, including the CEO, the Chief Financial Officer (CFO), and the Controller. We will post any amendment to the Code of Conduct and Ethics, as well as any waiver that is required to be disclosed under applicable SEC rules or NYSE listing standards, on the Company’s website at www.ally.com/about/investor/policies-charters/. There were no waivers from any provision of the Code of Conduct and Ethics in 2024 that were required to be disclosed.

Political Engagement and Disclosure

Ally believes it is important to have an open dialogue with policymakers to best represent the goals and interests of our customers, stakeholders, employees, and communities. As part of representing Ally’s goals and interests, we regularly engage in the public policy process at the state and federal level. Ally works with policymakers and staff to share our story and respond to any questions regarding the potential impact of certain policies. Ally engages in direct and indirect lobbying activity by employing internal lobbyists and external consultants who engage on behalf of Ally. One way Ally engages in direct lobbying is through the regulatory agencies public comment process. Ally maintains a robust compliance and monitoring program to ensure both its employees and consultants abide by all appropriate conduct, reporting and disclosure requirements. Ally files all required reports regarding our federal lobbying activity in compliance with the Lobbying Disclosure Act of 1995, as amended by the Honest Leadership and Open Government Act of 2007. This information is publicly available on a quarterly basis. The CNGC, which is composed entirely of independent directors, oversees Ally’s public policy activities, including lobbying activities, memberships in trade associations, coalitions, and industry organizations.

Transactions with Related Persons

The Board has adopted a written Related-Person Transaction Policy (Related-Person Transaction Policy), which is included within the Governance Guidelines and which requires the CNGC to review and approve or ratify any related-person transaction.

A related-person transaction is any existing or proposed transaction, arrangement, or relationship, or any existing or proposed series of similar transactions, arrangements, or relationships, where (a) Ally or any of its subsidiaries was or will be a participant, (b) the amount involved exceeds $120,000, and (c) any related person had or will have a direct or indirect material interest. A related person is any Ally director or director nominee, any executive officer of Ally under Rule 3b-7 of the Exchange Act, any beneficial owner of more than 5% of any class of Ally’s voting securities, and any immediate family member of any of the foregoing. An immediate family member is any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law—including, in each case, adoptive relationships—and any person (other than a tenant or employee) sharing the same household.

The related person involved in a potential related-person transaction must promptly submit it to Ally’s General Counsel for initial review. The submission must describe (a) the related person’s name and relationship to Ally, (b) all of the related person’s direct and indirect interests in the transaction, including the related person’s positions and relationships with, and ownership interests in, any firm, corporation, or other entity that is involved in the transaction, (c) the approximate dollar value of the amount involved in the transaction and the amount of all of the related person’s direct and indirect interests in the transaction, in each case, determined without regard to the amount of profit or loss, and (d) all other material information about the transaction and the related person’s involvement in it.

The General Counsel will refer submitted related-person transactions to the CNGC for review and approval or ratification. Facts and circumstances taken into account by the CNGC when determining whether to approve or ratify a related-person transaction may include (a) its terms, (b) the nature and extent of the related person’s interest in it, (c) the benefits likely to accrue to Ally, (d) whether its consummation is consistent with the best interests of Ally and its shareholders, (e) whether it presents a heightened risk of conflicts of interest, an improper valuation, or the perception of such a conflict or improper valuation, (f) any impact on a director’s independence, (g) the availability of other comparable transactions, arrangements, or relationships, and (h) whether it is on terms no less favorable than those generally available to an unaffiliated third party under the same or similar circumstances or on terms comparable to those provided to Ally’s employees generally. If the CNGC does not approve or ratify a related-person transaction or if any conditions imposed on the approval or ratification are not satisfied, Ally may not enter into or otherwise be involved

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in the transaction or, if already executed, must rescind or terminate the transaction as promptly and on as favorable of terms to Ally as reasonably possible. No member of the CNGC may participate in any review or consideration of any related-person transaction involving the member, the member’s immediate family, or any related entity, although the member may be counted for purposes of determining the presence of a quorum at the meeting.

No review, approval, or ratification is required for a transaction, arrangement, or relationship (a) where the rates or charges involved are determined by competitive bids, (b) involving the rendering of services as a common or contract carrier or a public utility at rates or charges fixed in conformity with law or governmental authority, (c) involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services, (d) where the interest of the related person arises solely from the ownership of a class of Ally’s equity securities and all holders of that class of equity securities receive the same benefit on a pro rata basis, or (e) involving indebtedness extended by any of Ally’s banking or broker-dealer subsidiaries if the extension of credit was made in the ordinary course of business, was made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with unrelated persons, and did not involve more than the normal risk of collectability or present other unfavorable features.

There has been no transaction since January 1, 2024, that is required to be reported under Item 404(a) of SEC Regulation S-K but that did not require review and approval or ratification under the Related-Person Transaction Policy or for which the Related-Person Transaction Policy was not followed.

Submission of Shareholder Proposals

Any proposal that a shareholder wishes to be considered for inclusion in Ally’s proxy materials for the 2026 annual meeting of shareholders pursuant to SEC Rule 14a-8 must be received in writing by Ally not later than November 21, 2025. We recommend that any shareholder proposal be delivered by means that provide proof of the date of delivery, such as certified mail (postage prepaid and return receipt requested). Please note that such a proposal must comply with all requirements of SEC Rule 14a-8, which addresses when we must include such a proposal in our proxy materials, including eligibility and procedural requirements that apply to the proponent.

Our Bylaws include a proxy-access right, which permits a shareholder or a group of up to 20 shareholders owning at least three percent of Ally’s outstanding common stock continuously for at least three years to nominate and include in Ally’s proxy materials for an annual meeting director nominees constituting up to the greater of two directors or twenty percent of the Board. This right and any exercise of it are subject to the specific provisions of our Bylaws, including procedures and other requirements applicable to the shareholders and the nominees, which are available on our website at https://www.ally.com/about/investor/policies-charters/. For the 2026 annual meeting of shareholders, notice of proxy-access director nominees as described in our Bylaws must be received by the Corporate Secretary not earlier than October 22, 2025, and not later than November 21, 2025.

Our Bylaws establish advance-notice requirements for any shareholder proposal (including a director nomination) that is not submitted for inclusion in our proxy materials for the 2026 annual meeting of shareholders under the proxy-access right in our Bylaws or under SEC Rule 14a-8 but that is sought to be presented at the 2026 annual meeting. Such a proposal (including a director nomination) must be received in writing by Ally not earlier than January 6, 2026, and not later than February 5, 2026, and must satisfy the information and other requirements in our Bylaws. In addition, any shareholder who intends to solicit proxies in support of any director nominee other than Ally’s nominees at the 2026 annual meeting must also comply with all applicable requirements of SEC Rule 14a-19. Please note that the advance-notice requirements of SEC Rule 14a-19 do not override or supersede the longer advance-notice requirements in our Bylaws.

Any shareholder proposal (including a director nomination) submitted to Ally in connection with the 2026 annual meeting of shareholders, as well as related notices and other communications to Ally, must be received at the following address: Ally Financial Inc., Corporate Secretary, 500 Woodward Avenue, Mail Code MI-01-10-CORPSEC, Detroit, Michigan 48226.

Governance Documents

Charters for the AC, the RC, the TC, and the CNGC, along with the Governance Guidelines, the Code of Conduct and Ethics, and the Bylaws, are available on the Company’s website at www.ally.com/about/investor/policies-charters/.

		2025 Proxy Statement • 28

Stock Ownership

Security Ownership of Certain Beneficial Owners

At the close of business on March 13, 2025, the following were known to the Company to be the beneficial owners (as defined in SEC Rule 13d-3) of more than five percent of the Company’s common stock, based solely on the information reported by such persons in their most recent Schedule 13D and 13G filings with the SEC:

(a) The percentage ownership of outstanding shares is based on 307,135,226 shares of common stock issued and outstanding as of March 13, 2025.

(b) This is according to information provided to the Company in a Schedule 13G/A filed as a group, by: Warren E. Buffett, Berkshire Hathaway Inc., National Indemnity Company, Berkshire Hathaway Life Insurance Company of Nebraska, BHG Life Insurance Company, British Insurance Company of Cayman, Columbia Insurance Company, GEICO Corporation, National Fire & Marine Insurance Company, Berkshire Hathaway Consolidated Pension Plan Master Trust, Precision Castparts Corp. Master Trust and BNSF Master Retirement Trust (collectively, the “Berkshire Hathaway Group”), with the SEC on February 14, 2024. Mr. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.), Berkshire Hathaway Inc. and GEICO Corporation are each a Parent Holding Company or Control Person of the other members of the Berkshire Hathaway Group. According to the Schedule 13G/A, Mr. Buffett and Berkshire Hathaway Inc. together have shared voting power over 29,000,000 shares of our common stock and shared dispositive power over 29,000,000 shares of our common stock; National Indemnity Company has shared voting power over 7,215,875 shares of our common stock and shared dispositive power over 7,215,875 shares of our common stock; Berkshire Hathaway Life Insurance Company of Nebraska has shared voting power over 2,803,875 shares of our common stock and shared dispositive power over 2,803,875 shares of our common stock; BHG Life Insurance Company has shared voting power over 462,875 shares of our common stock and shared dispositive power over 462,875 shares of our common stock; British Insurance Company of Cayman has shared voting power over 625,000 shares of our common stock and shared dispositive power over 625,000 shares of our common stock; Columbia Insurance Company has shared voting power over 4,228,200 shares of our common stock and shared dispositive power over 4,228,200 shares of our common stock; GEICO Corporation has shared voting power over 3,137,000 shares of our common stock and shared dispositive power over 3,137,000 shares of our common stock; National Fire & Marine Insurance Company has shared voting power over 4,836,250 shares of our common stock and shared dispositive power over 4,836,250 shares of our common stock; Berkshire Hathaway Consolidated Pension Plan Master Trust has shared voting power over 8,339,880 shares of our common stock and shared dispositive power over 8,339,880 shares of our common stock; Precision Castparts Corp. Master Trust has shared voting power over 2,879,795 shares of our common stock and shared dispositive power over 2,879,795 shares of our common stock; BNSF Master Retirement Trust has shared voting power over 1,500,000 shares of our common stock and shared dispositive power over 1,500,000 shares of our common stock; and the Berkshire Hathaway Group is deemed to be a group for purposes of Section 13(d) of the Exchange Act and are party to that certain Joint Filing Agreement entered into as of February 14, 2024.

(c) This is according to information provided to the Company in a Schedule 13G/A filed by Blackrock, Inc. with the SEC on January 24, 2024. According to the Schedule 13G/A, Blackrock, Inc. has sole voting power over 26,038,570 shares of our common stock and sole dispositive power over 28,541,822 shares of our common stock.

(d) This is according to information provided to the Company in a Schedule 13G/A filed by The Vanguard Group with the SEC on February 13, 2024. According to the Schedule 13G/A, The Vanguard Group has shared voting power over 219,446 shares of our common stock, sole dispositive power over 27,374,367 shares of our common stock, and shared dispositive power over 686,234 shares of our common stock, including by reason of advisory and other relationships with clients who own such shares.

(e) This is according to information provided to the Company in a Schedule 13G/A filed by Harris Associates L.P. with the SEC on February 14, 2024. According to the Schedule 13G/A, Harris Associates L.P. and its general partner Harris Associates Inc. have sole dispositive power over 23,475,675 shares of our common stock by reason of advisory and other relationships with clients who own such shares and Harris Associates L.P. has been granted the power to vote shares of our common stock in circumstances it determines to be appropriate in connection with assisting its advised clients to whom it renders financial advice in the ordinary course of business, by either providing information or advice to the persons having such power, or by exercising the power to vote.

		2025 Proxy Statement • 29

Security Ownership of Directors, Nominees, and Executive Officers

The following tables set forth information, at the close of business on March 13, 2025, concerning the number of shares of common stock and stock-settled units of the Company beneficially owned (as defined in SEC Rule 13d-3) by each director, nominee, and NEO (as defined in the Compensation Discussion and Analysis later in this proxy statement) as well as all directors and executive officers (as defined in SEC Rule 3b-7) as a group. Our executive officers under SEC Rule 3b-7 are also the individuals designated as our officers under Section 16(a) of the Exchange Act and SEC Rule 16a-1. Each of the individuals listed in the following table owns less than one percent of the outstanding shares of our common stock, and all directors and executive officers as a group own less than one percent of the outstanding shares of our common stock. The persons named have furnished this information to us.

Beneficial Ownership