424B2 1 tm2330012d1_424b2.htm 424B2


Filed under Rule 424(b)(2), Registration Statement No. 333-258579

Pricing Supplement No. 345 - Dated Monday, November 6, 2023 (To: Prospectus dated August 31, 2022)

CUSIP   Principal       Gross   Net   Coupon   Coupon   Coupon   Maturity   1st Coupon 1st Coupon Survivor's Product
Number   Amount   Selling Price   Concession   Proceeds   Type   Rate   Frequency   Date   Date Amount Option Ranking



100.000% 1.250%


  Fixed 7.600%   Monthly 11/15/2028 12/15/2023 $7.60 Yes Senior Unsecured Notes
Redemption Information: Callable at 100% on 5/15/2024 and Semi-Annually thereafter with 30 Calendar Days’ Notice.


Ally Financial Inc.

Offering Date: Tuesday, October 31, 2023 through Monday, November 6, 2023

Trade Date: Monday, November 6, 2023 @ 12:00 PM ET

Settle Date: Thursday, November 9, 2023

Minimum Denomination/Increments: $1,000.00/$1,000.00

Initial trades settle flat and clear SDFS: DTC Book Entry only

DTC Number 0235 via RBC Dain Rauscher Inc


Agents: InspereX LLC, Citigroup, J.P. Morgan, BofA Securities, Morgan Stanley, RBC Capital Markets


If the maturity date or an interest payment date for any note is not a business day (as term is defined in prospectus), principal, premium, if any, and interest for that note is paid on the next business day, and no interest will accrue from, and after, the maturity date or interest payment date.


Legal Matters- Validity of the Notes:


In the opinion of counsel to Ally Financial Inc. (the “Company” ), when the notes offered by this pricing supplement have been executed and issued by the Company and authenticated by the trustee pursuant to the indenture dated as of September 24, 1996,with The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee” ), as amended and supplemented from time to time (the “Indenture” ), and delivered against payment as contemplated herein, such notes will be valid and binding obligations of the Company, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and provided that I express no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law, (ii) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the notes to the extent determined to constitute unearned interest. This opinion is given as of the date hereof and is limited to Federal laws of the United States of America, the law of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the Indenture, the Trustee’s authentication of the notes, and the validity, binding nature and enforceability of the Indenture with respect to the Trustee, and the genuineness of signatures and to such counsel’s reliance on the Company and other sources as to certain factual matters, all as stated in the letter of such counsel dated August 24, 2012, which has been filed as Exhibit 5.1 to the Registration Statement.

Ally Financial Inc.

Ally Financial Term Notes, Series A

Prospectus dated August 31, 2022