[Form 4] Ally Financial Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ally Financial Inc. Chief Executive Officer and director Michael George Rhodes reported routine equity compensation-related transactions in company stock. On January 30, 2026, 10,765 shares of common stock were withheld by Ally to cover his tax obligations tied to vesting restricted stock units at a per-share value of $42.3. On February 3, 2026, he acquired 99,291 shares of common stock, representing vested restricted stock units that are settled in Ally shares at the same $42.3 per-share market value. Following these transactions, Rhodes directly owned 379,473 shares of Ally common stock and indirectly held an additional 49,434 shares through a trust of which he is the sole beneficiary.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RHODES MICHAEL GEORGE

(Last) (First) (Middle)

500 WOODWARD AVENUE

(Street)

DETROIT MI 48226

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ally Financial Inc. [ ALLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	01/30/2026		F		10,765	D	$42.3(2)	280,182	D
Common Stock(3)	02/03/2026		A		99,291	A	$42.3(2)	379,473	D
Common Stock(4)								49,434	I	See Footnote

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were withheld by the Company to satisfy the reporting person's tax obligation associated with the vesting of a previously reported award of restricted stock units.

2. Represents the per share market value of the Company's common stock as of January 28, 2026.

3. Represents an equal number of restricted stock units that, when vested, may be settled only in shares of Company common stock.

4. Represents shares held by a trust of which the reporting person is the sole beneficiary.

Remarks:

	/s/ Joyce M. Daniels, attorney-in-fact for Michael G. Rhodes	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider stock transactions did Ally (ALLY) CEO Michael Rhodes report?

Michael Rhodes reported tax-related share withholding and an equity award vesting. Ally withheld 10,765 common shares on January 30, 2026, and he acquired 99,291 common shares on February 3, 2026, both valued at $42.3 per share based on market price.

How many Ally (ALLY) shares does CEO Michael Rhodes own after these transactions?

After the reported transactions, Michael Rhodes directly owned 379,473 Ally common shares. He also indirectly held 49,434 additional shares through a trust of which he is the sole beneficiary, reflecting both direct and indirect beneficial ownership positions in the company.

Why were 10,765 Ally (ALLY) shares withheld from Michael Rhodes?

The 10,765 shares were withheld by Ally to satisfy Michael Rhodes’ tax obligations. These taxes arose from the vesting of a previously reported award of restricted stock units, which are equity grants that convert into Ally common shares when vesting conditions are met.

What does the 99,291-share acquisition by Ally (ALLY) CEO represent?

The 99,291-share acquisition represents an equal number of restricted stock units vesting into Ally common shares. Once vested, these restricted stock units may be settled only in shares of Ally common stock, increasing Michael Rhodes’ directly held share count.

At what price were Michael Rhodes’ Ally (ALLY) equity transactions valued?

Both the tax withholding and the vesting-related acquisition used a per-share value of $42.3. This figure represents the market value of Ally’s common stock as of January 28, 2026, and was applied to the reported transactions in the Form 4 filing.

How are Michael Rhodes’ indirect Ally (ALLY) share holdings structured?

Michael Rhodes’ indirect Ally holdings consist of 49,434 common shares held by a trust. The filing states that he is the sole beneficiary of this trust, which means these shares are attributed to him as indirect beneficial ownership for reporting purposes.