Ally
Financial Inc.
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Offering
Date: Monday, May 13, 2019 through Monday, May 20, 2019
Trade
Date: Monday, May 20, 2019 @ 12:00 PM ET
Settle
Date: Thursday, May 23, 2019
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 7, 2018
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