Ally
Financial Inc. |
Offering Date: Tuesday, February 20, 2024 through Monday, February
26, 2024
Trade Date: Monday, February 26, 2024 @ 12:00 PM ET
Settle Date: Thursday, February 29, 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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