Ally Financial Inc美股招股说明书(2025-07-28版)

Preliminary Prospectus Supplement(To Prospectus dated October26, 2022) This is an offering of $aggregate principal amount of% Fixed-to-Floating Rate Senior Notes due (the “notes”)of Ally Financial Inc. (“Ally”). The notes will initially bear interest at the rate of% per annum, payable semi-annually in arrearsonandof each year, beginning on, 20, and ending on. Beginning on, thenotes will bear interest at a floating rate per annum equal to Compounded SOFR (as defined herein) plusbasis points,payable quarterly in arrears on,,and at the maturity date. The notes will mature on. The notes will be unsubordinated unsecured obligations of Ally and will rank equally in right of payment with all of Ally’sexisting and future unsubordinated unsecured indebtedness and senior in right of payment to all existing and future indebtedness thatby its terms is expressly subordinated to the notes. The notes will be effectively subordinated to all existing and future securedindebtedness of Ally to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existingand future indebtedness and other liabilities (including trade payables) of subsidiaries of Ally, to the extent of the value of the assetsof those subsidiaries. Ally may, at its option, redeem the notes at the applicable times and at the applicable redemption price described herein under“Description of Notes—Optional Redemption.” The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will not belisted on any exchange, listing authority or quotation system. Currently, there is no public market for the notes. Investing in the notes involves risks. See “Risk Factors” beginning on page S-10 to read about risksyou should consider before buying the notes. PerNoteTotalPrice to public(1)%$Underwriting discount%$Proceeds, before expenses, to Ally%$ (1)Plus accrued interest, if any, from, 2025. The notes are not savings or deposit accounts of Ally or any of its bank or non-bank subsidiaries and are not insured bythe Federal Deposit Insurance Corporation or any other government agency or insurer. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The notes will be ready for delivery in book-entry form through The Depository Trust Company (“DTC”) and its participants,including Euroclear Bank, SA/NV and Clearstream Banking,société anonyme, on or about, 2025. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting offers to buy thesesecurities in any jurisdiction where the offer or sale is not permitted.Joint Book-Running Managers RBCCapitalMarkets Table of Contents TABLE OF CONTENTS Prospectus Supplement Cautionary Statement Regarding Forward-Looking StatementsIndustry and Market DataSummaryRisk FactorsUse of ProceedsCapitalizationDescription of NotesBook-Entry, Delivery and Form of NotesCertain Benefit Plan and IRA ConsiderationsMaterial United States Federal Income Tax ConsiderationsUnderwritingIncorporation by Reference; Where You Can Find More InformationValidity of the SecuritiesIndependent Registered Public Accounting Firm Prospectus About This ProspectusInformation Incorporated by Reference; Where You Can Find More Information Cautionary Statement Regarding Forward-Looking Statements SummaryRisk FactorsUse of ProceedsDescription of Senior NotesDescription of Subordinated Notes Description of Preferred Stock Book-Entry, Delivery and Forms of Notes and Depositary Shares Plan of Distribution Validity of Securities Experts We provide information to you about this offering in two separate documents. The accompanying prospectus provides generalinformation about us and the securities we may offer from time to time. This prospectus supplement describes the specific details regarding thisoffering. Additional information is incorporated by reference in this prospectus supplement. If information in this prospectus supplement isinconsistent with the accompanying prospectus, you should rely on this prospectus supplement. Neither we nor the underwriters have authorized anyone to provide any information other than that contained or incorporated byreference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or towhich we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. We are not, and the underwriters are not, making an offer of the notes in any jurisdiction where the off