| Ally Financial Inc. |
Offering
Date: Monday, March 21, 2022 through Monday, March 28, 2022
Trade Date: Monday, March 28, 2022
@ 12:00 PM ET
Settle Date: Thursday, March 31,
2022
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,
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. |
Ally
Financial Inc.
Ally
Financial Term Notes, Series A
Prospectus dated
August 6, 2021 |