Ally Financial
Inc.
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Offering Date: Monday, March 29, 2021
through Monday, April 5, 2021
Trade Date: Monday, April 5, 2021 @ 12:00
PM ET
Settle
Date: Thursday, April 8, 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
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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