UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

July 28 31, 2025

(Date of report; date of earliest event reported)

earliest event reported)

Commission file number: 1-3754

Ally Financial Inc.

(Exact name of registrant as specified in its charter)

Delaware

38-0572512

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Ally Detroit Center

500 Woodward Avenue, Floor 10

~~Floor 10~~ Detroit, Michigan 48226

48226

(Address of principal executive offices)

(Zip Code)

(866) 710-4623

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act ~~(listed on the New York Stock Exchange)~~:

Title of each class		Tradingsymbols		Name of each exchangeon which registered
Common Stock, par value $0.01 per share		ALLY		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On July 1831, 2025, Ally Financial Inc. (~~the~~ “~~Company~~Ally”) ~~announced~~entered ~~its~~into ~~second~~an ~~quarter~~Underwriting ~~2025~~Agreement ~~earnings~~incorporating ~~and~~Ally’s ~~furnished~~Underwriting onAgreement ~~Form~~Standard ~~8-K~~Provisions ~~its~~(Debt ~~earnings~~Securities) ~~release~~(together, ~~investor~~the ~~presentation~~“Underwriting ~~and~~Agreement”) ~~supplemental~~with ~~financial~~Barclays ~~data~~Capital Inc., ~~The~~Citigroup ~~Company’s~~Global ~~earnings~~Markets ~~results~~Inc., Goldman Sachs & Co. LLC and ~~portions~~RBC Capital Markets, LLC, as representatives of ~~its~~the ~~supplemental~~several ~~financial~~Underwriters ~~data~~named ~~for~~therein (the ~~second~~“Underwriters”), ~~quarter~~pursuant ~~2025~~to ~~are~~which ~~being~~Ally ~~filed~~agreed asto ~~Exhibits~~sell 99to the Underwriters $600,000,000 aggregate principal amount of 5.1548% Fixed-to-Floating Rate Senior Notes due 2033 (the “Notes”, and 99such offer and sale of the Notes, the “Offering”).2 The Notes were registered pursuant to Ally’s shelf registration statement on Form S-3 (File No. 333-268013) (the “Registration Statement”), ~~respectively~~which became automatically effective on October 26, 2022.

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 July 31, 2025 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 July 28, 2025 (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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as part of this Report.

ExhibitNo.		Description of Exhibits
Exhibit No.		Description of Exhibits
99.1		Ally Financial Inc. earnings results for second quarter 2025.
1.1		Underwriting Agreement, dated as of July 28, 2025, among Ally Financial Inc. and Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and RBC Capital Markets, LLC, as representatives of the several Underwriters named therein (including Ally’s Underwriting Agreement Standard Provisions (Debt Securities)).
99.2		Selected Supplemental Financial Data of Ally Financial Inc. for second quarter 2025.
4.1		Action of the Executive Committee of Ally Financial Inc. dated as of July 28, 2025.
4.2		Form of Note.
5.1		Opinion of Sullivan & Cromwell LLP.
23.1		Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Ally Financial Inc.
	Ally Financial Inc.(Registrant)
	(Registrant)
Date: July 31, 2025	By:	/s/ David J. DeBrunner
Date: July 28, 2025	By:	/s/ David J. DeBrunner
		Name:	David J. DeBrunner
	Name:	David J. DeBrunner
		Title:	Vice President, Chief Accounting Officer and Controller
	Title:	Vice President, Chief Accounting Officer and Controller

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