Ally
Financial Inc. |
Offering
Date: Monday, February 12, 2024 through Tuesday, February 20, 2024
Trade Date: Tuesday, February 20, 2024 @ 12:00 PM ET
Settle Date: Friday, February 23, 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
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 31, 2022
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