Ally
Financial Inc.
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Offering
Date: Monday, March 8, 2021 through Monday, March 15, 2021
Trade
Date: Monday, March 15, 2021 @ 12:00 PM ET
Settle
Date: Thursday, March 18, 2021
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, Wells Fargo Advisors, LLC
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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