Executive Change · Shareholder Vote

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 May 6, 2026 (Date of report; date of 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   (I.R.S. Employer incorporation or organization)   Identification No.) Ally Detroit Center 500 Woodward Avenue , Floor 10 Detroit , Michigan 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: Title of each class Trading Symbol(s) Name of each exchange on 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 6, 2026, Ally Financial Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Ally Financial Inc. Incentive Compensation Omnibus Plan (the “2026 ICP”), which amended and restated and combined the existing Ally Financial Inc. Incentive Compensation Plan and Ally Financial Inc. Non-Employee Directors Equity Compensation Plan (together, the “Prior Plans”). Any employee of the Company (including its named executed officers) and each non-employee member of the Company’s Board of Directors is eligible to receive awards under the 2026 ICP. The Company is authorized to issue 25,217,502 shares of the Company’s common stock, $0.01 par value (“Common Stock”) under the 2026 ICP, which consists of (i) 13,917,502 shares of Common Stock that remained available for issuance under the Prior Plans as of May 6, 2026 plus (ii) 11,300,000 additional shares of Common Stock approved by the shareholders of the Company at the Annual Meeting. A description of the 2026 ICP was included in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 18, 2026 (the “Proxy Statement”) in the section titled “Proposal 4: Approval of the Ally Financial Inc. Incentive Compensation Omnibus Plan”. The descriptions of the 2026 ICP contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2026 ICP, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Item 5.07    Submission of Matters to a Vote of Security Holders. On May 6, 2026, Ally Financial Inc. held its Annual Meeting of Shareholders. The results of voting on matters brought before stockholders are shown below. Proposal 1 — Election of directors For Against Abstain Broker Non-Votes Gunther T. Bright 266,466,385  709,261  252,236  11,106,599 William H. Cary 260,412,065  6,825,208  190,609  11,106,599 Mayree C. Clark 261,821,386  5,281,413  325,083  11,106,599 Kim S. Fennebresque 243,769,317  22,832,027  826,538  11,106,599 Thomas P. Gibbons 265,763,121  1,422,430  242,331  11,106,599 Michelle J. Goldberg 266,563,595  630,533  233,754  11,106,599 Franklin W. Hobbs 260,641,138  6,455,276  331,468  11,106,599 Allan P. Merrill 265,347,415  1,828,397  252,070  11,106,599 David Reilly 265,957,234  1,273,733  196,915  11,106,599 Michael G. Rhodes 266,604,567  633,621  189,694  11,106,599 Brian H. Sharples 265,799,815  1,427,206  200,861  11,106,599 Tracey D. Weber 266,572,560  611,564  243,758  11,106,599 Proposal 2 — Advisory vote on executive compensation For Against Abstain Broker Non-Votes 259,445,810 7,542,099 439,973 11,106,599 Proposal 3 — Ratification of the Audit Committee's engagement of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026 For Against Abstain 272,462,325 5,879,439 192,717 Proposal 4 — Approval of the Ally Financial Inc. Incentive Compensation Omnibus Plan For Against Abstain Broker Non-Votes 256,726,564 10,380,360 320,958 11,106,599 Proposal 5 — Approval of the Ally Financial Inc. Employee Stock Purchase Plan For Against Abstain Broker Non-Votes 265,739,874 1,569,844 118,164 11,106,599 Proposal 6 — Shareholder Proposal to Reduce Threshold for Shareholders to Call Special Meetings For Against Abstain Broker Non-Votes 78,514,072 188,464,656 449,154 11,106,599 Item 9.01    Exhibits. Exhibit No. Description of Exhibits 10.1 Ally Financial Inc. Incentive Compensation Omnibus Plan (incorporated herein by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 18, 2026 (Exchange Act File No. 001-03754) ) 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. (Registrant) Dated: May 8, 2026 /s/ Austin T. McGrath Austin T. McGrath Vice President, Controller, and Chief Accounting Officer