Company Update

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 (Date of report; date of earliest event reported) February 13, 2023 (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 incorporation or organization)   (I.R.S. Employer 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 symbols   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 8.01 Other Events. On February 8, 2023, Ally Financial Inc. (“Ally”) entered into an Underwriting Agreement incorporating Ally’s Underwriting Agreement Standard Provisions (Subordinated Debt Securities) (together, the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several Underwriters named therein (the “Underwriters”), pursuant to which Ally agreed to sell to the Underwriters $500,000,000 aggregate principal amount of 6.700% Subordinated Notes due 2033 (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. 333-268013) (the “Registration Statement”), 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 1.1 to this Current Report on Form 8-K and incorporated by reference herein. The Notes were issued on February 13, 2023 pursuant to an Indenture dated as of November 20, 2015 (the “Indenture”) between Ally and The Bank of New York Mellon, as trustee, and an action of the executive committee of Ally dated as of February 8, 2023 (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.   Exhibit     No.        Description of Exhibits   1.1    Underwriting Agreement, dated as of February 8, 2023, among Ally Financial Inc. and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several Underwriters named therein (including Ally’s Underwriting Agreement Standard Provisions (Subordinated Debt Securities)).   4.1    Action of the Executive Committee of Ally Financial Inc. dated as of February 8, 2023.   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.     (Registrant) Date: February 13, 2023     By:   /s/ David J. DeBrunner     Name:   David J. DeBrunner     Title:   Vice President, Controller and Chief Accounting Officer