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  4. [8-K] Ally Financial Inc. Reports Material Event

Ally Financial issues $750M 5.525% notes due 2030

Ally Financial Inc. (ALLY) entered into an Underwriting Agreement on September 9, 2026 with a syndicate led by BofA Securities, J.P.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ally Financial Inc. (ALLY) entered into an Underwriting Agreement on September 9, 2026 with a syndicate led by BofA Securities, J.P. Morgan, TD Securities (USA) and Wells Fargo Securities, under which Ally agreed to sell $750,000,000 aggregate principal amount of 5.525% Fixed-to-Floating Rate Senior Notes due 2030.

The Notes were issued on September 16, 2026 under an existing Indenture between Ally and The Bank of New York Mellon and are registered under Ally’s automatic shelf registration statement on Form S-3 (File No. 333-290659), which became effective October 1, 2025. Ally is filing the underwriting agreement, executive committee action, form of note, and related legal opinion and consent as exhibits.

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Filing Explained

Ally reports that $750,000,000 of senior notes were issued on September 16, 2026, with 5.525% fixed-to-floating terms due in 2030; this is a debt obligation with stated principal and interest terms, not a common-share issuance, and the filing does not disclose equity dilution.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Aggregate principal amount of Notes $750,000,000 5.525% Fixed-to-Floating Rate Senior Notes due 2030 sold under the Underwriting Agreement
Coupon rate 5.525% Fixed-to-Floating Rate Senior Notes due 2030 issued by Ally Financial Inc.
Maturity year 2030 Stated maturity of the 5.525% Fixed-to-Floating Rate Senior Notes
Underwriting Agreement date September 9, 2026 Date Ally Financial Inc. entered into the Underwriting Agreement for the Notes
Notes issuance date September 16, 2026 Date the 5.525% Fixed-to-Floating Rate Senior Notes due 2030 were issued
Form S-3 effectiveness date October 1, 2025 Effective date of Ally’s automatic shelf registration statement (File No. 333-290659)
Underwriting Agreement financial
"entered into an Underwriting Agreement incorporating Ally’s Underwriting Agreement Standard Provisions"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Fixed-to-Floating Rate Senior Notes financial
"5.525% Fixed-to-Floating Rate Senior Notes due 2030 (the “Notes”)"
A fixed-to-floating rate senior note is a debt security that pays interest at a set rate for an initial period and then switches to a variable rate linked to a market benchmark; “senior” means it has higher priority than other debt if the issuer faces trouble. For investors it matters because the switch changes income predictability and exposure to interest-rate swings, while senior status affects the relative safety and recovery prospects of the investment—think of it as a loan that starts with a steady paycheck and later becomes tied to the economy’s pulse.
shelf registration statement regulatory
"The Notes were registered pursuant to Ally’s shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Indenture financial
"The Notes were issued on September 16, 2026 pursuant to an Indenture dated as of July 1, 1982"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
aggregate principal amount financial
"sell to the Underwriters $750,000,000 aggregate principal amount of 5.525% Fixed-to-Floating Rate Senior Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of securities did ALLY issue in this 8-K event?
Ally Financial Inc. issued 5.525% Fixed-to-Floating Rate Senior Notes due 2030 with an aggregate principal amount of $750,000,000, sold to a group of underwriters pursuant to an Underwriting Agreement dated September 9, 2026.

How large is Ally Financial Inc. (ALLY)'s new notes offering?
The new notes offering by Ally Financial Inc. totals $750,000,000 aggregate principal amount of 5.525% Fixed-to-Floating Rate Senior Notes due 2030, sold to underwriters named in the Underwriting Agreement.

When were ALLY's 5.525% Senior Notes due 2030 issued?
The 5.525% Fixed-to-Floating Rate Senior Notes due 2030 of Ally Financial Inc. were issued on September 16, 2026, following execution of the Underwriting Agreement on September 9, 2026.

Under what registration statement were ALLY's new notes registered?
The notes are registered under Ally Financial Inc.’s automatic shelf registration statement on Form S-3 (File No. 333-290659), which became effective on October 1, 2025.

Which underwriters participated in Ally Financial Inc. (ALLY)'s notes offering?
The Underwriting Agreement lists BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC as representatives of the several underwriters for Ally’s $750,000,000 notes offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0000040729 0000040729 2026-09-16 2026-09-16
 
 

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;

September 16, 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 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 September 9, 2026, Ally Financial Inc. (“Ally”) entered into an Underwriting Agreement incorporating Ally’s Underwriting Agreement Standard Provisions (Debt Securities) (together, the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, 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 5.525% Fixed-to-Floating Rate Senior Notes due 2030 (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. 333-290659) (the “Registration Statement”), which became automatically effective on October 1, 2025.

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 No. 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Notes were issued on September 16, 2026 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 September 9, 2026 (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 September 9, 2026, among Ally Financial Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, 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 September 9, 2026.
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: September 16, 2026         By:  

/s/ Austin T. McGrath

     

Name:  Austin T. McGrath

     

Title:   Vice President, Chief Accounting Officer and Controller

Source: View Original Filing on SEC EDGAR

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