Ally
Financial Inc.
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Offering
Date: Monday, August 6, 2018 through Monday, August 13, 2018
Trade Date: Monday,
August 13, 2018 @ 12:00 PM ET
Settle Date: Thursday,
August 16, 2018
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: Incapital
LLC, Citigroup, RBC Capital Markets, Morgan Stanley, J.P. Morgan
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 10, 2015
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