Ally Financial Inc美股招股说明书(2025-07-29版)

Prospectus Supplement(To Prospectus dated October26, 2022) This is an offering of $600,000,000 aggregate principal amount of 5.548% Fixed-to-Floating Rate Senior Notes due 2033 (the “notes”) of AllyFinancial Inc. (“Ally”). The notes will initially bear interest at the rate of 5.548% per annum, payable semi-annually in arrears on January 31 and July 31of each year, beginning on January31, 2026, and ending on July 31, 2032. Beginning on July 31, 2032, the notes will bear interest at a floating rate perannum equal to Compounded SOFR (as defined herein) plus 178 basis points, payable quarterly in arrears on October 31, 2032, January 31, 2033, April30, 2033 and at the maturity date. The notes will mature on July 31, 2033. The notes will be unsubordinated unsecured obligations of Ally and will rank equally in right of payment with all of Ally’s existing and futureunsubordinated unsecured indebtedness and senior in right of payment to all existing and future indebtedness that by its terms is expressly subordinatedto the notes. The notes will be effectively subordinated to all existing and future secured indebtedness of Ally to the extent of the value of the assetssecuring such indebtedness and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) ofsubsidiaries of Ally, to the extent of the value of the assets of those subsidiaries. Ally may, at its option, redeem the notes at the applicable times and at the applicable redemption price described herein under “Description ofNotes—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 be listed on anyexchange, 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 risks you shouldconsider before buying the notes. Price to public(1)Underwriting discount (1)Plus accrued interest, if any, from July 31, 2025. The notes are not savings or deposit accounts of Ally or any of its bank or non-bank subsidiaries and are not insured by the FederalDeposit Insurance Corporation or any other government agency or insurer. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The notes will be ready for delivery in book-entry form through The Depository Trust Company (“DTC”) and its participants, including EuroclearBank, SA/NV and Clearstream Banking,société anonyme, on or about July 31, 2025. Joint Book-Running Managers RBCCapitalMarkets Academy Securities 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 offeris not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus supplement and theaccompanying prospectus or in any such free writi