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BCS

Current Report · Items 8.01, 9.01 · 8-K

Ally Financial Inc.

ALLYNYSEEQUITYCurrent

Other Events

Item 8.01 Other Events. On September 9, 2026, Ally Financial Inc. (“Ally”) entered into an Underwriting Agreement incorporating Ally’s Underwriting Agreement Standard Provisions (Debt Securities) (together, the “Underwriting Agreement”) with BofA Securities, Inc., J.P.…

Filed Sep 16, 2026Accepted Sep 16, 2026, 4:06 PM EDTCIK 40729Accession 0001193125-26-393065
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Company context

Inc. Ally Financial Inc. (NYSE: ALLY) includes the nation’s largest all-digital bank and auto finance business, driven by a mission to “Do It Right” for its customers and communities. Ally is a U.S. financial holding company with $203 billion in assets and 9.7 million customers (as of September 30, 2026). Ally Bank, Member FDIC, offers online banking products, including high-yield savings and no hidden fee checking, and was the first major U.S. bank to eliminate overdraft fees. Ally also provides investing solutions through Ally Invest, including online brokerage, automated investing, IRAs and personal advice. As a leader in auto finance, Ally provides consumer and dealer financing, insurance, and vehicle remarketing services. Ally’s seasoned corporate finance business provides capital to equity sponsors and middle-market companies. Visit ally.com

Current securities

Recent company filings

  1. 10-Q filingNov 2, 2026
  2. Results of Operations and Financial ConditionOct 20, 2026
  3. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearOct 7, 2026
  4. 424B2 filingSep 10, 2026
  5. FWP - filed by Ally Financial Inc. regarding Ally Financial Inc.Sep 9, 2026

Registered securities in this filing

Ally Financial Inc. · 8-K · Filed 2026-09-16

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.01 per share

Symbol
ALLY
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: duration_2026-09-16_to_2026-09-16

Dimensions: Not supplied

Accession 000119312526393065 · 1 registered-security cover member

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Disclosure sections

Items 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. On September 9, 2026, Ally Financial Inc. (“Ally”) entered into an Underwriting Agreement incorporating Ally’s Underwriting Agreement Standard Provisions (Debt Securities) (together, the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several Underwriters named therein (the “Underwriters”), pursuant to which Ally agreed to sell to the Underwriters $750,000,000 aggregate principal amount of 5.525% Fixed-to-Floating Rate Senior Notes due 2030 (the “Notes”, and such offer and sale of the Notes, the “Offering”). The Notes were registered pursuant to Ally’s shelf registration statement on Form S-3 (File No. 333-290659) (the “Registration Statement”), which became automatically effective on October 1, 2025. The Underwriting Agreement contains customary representations, warranties and covenants of Ally, conditions to closing, indemnification obligations of Ally and the Underwriters, and termination and other customary provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the document which is attached as Exhibit No. 1.1 to this Current Report on Form 8-K and incorporated by reference herein. The Notes were issued on September 16, 2026 pursuant to an Indenture dated as of July 1, 1982, as supplemented and amended by the first supplemental indenture dated as of April 1, 1986, the second supplemental indenture dated as of June 15, 1987, the third supplemental indenture dated as of September 30, 1996, the fourth supplemental indenture dated as of January 1, 1998, the fifth supplemental indenture dated as of September 30, 1998 and the sixth supplemental indenture dated as of June 9, 2022 (the “Indenture”) between Ally and The Bank of New York Mellon (successor to Morgan Guaranty Trust Company of New York), as trustee, and an action of the executive committee of Ally dated as of September 9, 2026 (the “Executive Committee Action”). In connection with the Offering, Ally is filing the Underwriting Agreement, the Executive Committee Action, the form of Note, a legal opinion and a consent as, respectively, Exhibit No. 1.1, Exhibit No. 4.1, Exhibit No. 4.2, Exhibit No. 5.1 and Exhibit No. 23.1 to this Form 8-K, each of which is incorporated by reference in its entirety into the Registration Statement. The Indenture is filed as an exhibit to the Registration Statement.
Filed exhibits (2)
EX-4.1 (by filename) d169200dex41.htm

EX-4.1 3 d169200dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 ALLY FINANCIAL INC. AND ALLY BANK EXECUTIVE COMMITTEE Unanimous Written Consent The undersigned, being all the members of the Ally Financial Inc. (“Ally”) and Ally Bank Executive Committee (the “Executive Committee”), without the formality of convening a meeting, do hereby consent to the adoption of, and do hereby adopt, the following resolutions: Approval of Terms; Establishment of Series RESOLVED that a series of securities is hereby established, the title of which shall be 5.525% Fixed-to-Floating Rate Senior Notes due 2030 (the “Notes”), which shall be issued pursuant to the indenture dated as of July 1, 1982 (as supplemented or otherwise modified from time to time, the “Notes Indenture”), between Ally and The Bank of New York Mellon (successor to Morgan Guaranty Trust Company of New York), as trustee, and shall have the terms (the “Pricing Terms”) set forth in the preliminary prospectus supplement dated September 9, 2026 (the “Preliminary Prospectus Supplement”), attached hereto as Exhibit A, as supplemented by the pricing term sheet attached hereto as Exhibit B; RESOLVED that the form and terms of the Notes subst…

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EX-4.2 (by filename) d169200dex42.htm

EX-4.2 4 d169200dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Ally Financial Inc. or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. No. [__________] CUSIP No.: 02005N CC2 ISIN No.: US02005NCC20 5.525% Fixed-to-Floating Rate Senior Note due 2030 Ally Financial Inc. promises to pay to Cede & Co. or registered assigns, the principal sum of [__________] MILLION DOLLARS ($[__________],000,000) on September 16, 2030. Interest Payment Dates: During the Fixed Rate Period (as defined on the reverse side of this note), March 16 and September 16 of each year, beginning on March 16, 2027, and ending on September 16, 20…

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