Item 8.01 Other Events.

On November 7, 2022, Ally Financial Inc. ("Ally") entered into an Underwriting Agreement incorporating Ally's Underwriting Agreement Standard Provisions (Debt Securities) (together, the "Underwriting Agreement") with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and RBC Capital Markets, 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 7.100% Senior Notes due 2027 (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 November 15, 2022 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 November 7, 2022 (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 November 7, 2022, among Ally
            Financial Inc. and Citigroup Global Markets Inc., Goldman Sachs & Co.
            LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as
            representatives of the several Underwriters named therein (including
            Ally's Underwriting Agreement Standard Provisions (Debt Securities)).


 4.1          Action of the Executive Committee of Ally Financial Inc. dated as of
            November 7, 2022.

 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

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