Filed under Rule 424(b)(2), Registration Statement No. 333-258579
Pricing Supplement No. 321 - Dated Tuesday, January 3, 2023 (To: Prospectus dated August 31, 2022)
CUSIP	 	Principal	 	Selling	 	Gross	 	Net	 	Coupon	 	Coupon	 	Coupon	 	Maturity	 	1st Coupon	1st Coupon	 	Survivor's	 	Product	 	
Number	 	Amount	 	Price	 	Concession	 	Proceeds	 	Type	 	Rate	 	Frequency	 	Date	 	Date	Amount	 	Option	 	Ranking	 	
02006DK75	$4,115,000.00	 	100.00 %	 	0.825 %	 	$4,081,051.25	 	Fixed	 	6.100 %	 	Monthly	 	01/15/2026	 	2/15/2023	$6.61	 	Yes	 	Senior Unsecured Notes	 	
Redemption Information: Callable at 100% on 7/15/2023 and Semi-Annually thereafter with 30 Calendar Days Notice.	 	
02006DK83	 	$1,881,000.00	 	100.00 %	 	1.250 %	 	$1,857,487.50	 	Fixed	 	6.250 %	 	Monthly	 	01/15/2028	 	2/15/2023	$6.77	 	Yes	 	Senior Unsecured Notes	 	
Redemption Information: Callable at 100% on 7/15/2023 and Semi-Annually thereafter with 30 Calendar Days Notice.

Ally Financial Inc.
	Offering Date: Tuesday, December 27, 2022 through Tuesday, January 3, 2023
Trade Date: Tuesday, January 3, 2023 @ 12:00 PM ET
Settle Date: Friday, January 6, 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
 
Except for Notes sold to level-fee accounts, Notes offered to the public will be offered at the public offering price set forth in this Pricing Supplement. Selected dealers purchasing Notes on an agency basis for non-level fee client accounts shall purchase Notes at the public offering price. Notes purchased by the selected dealers for their own account may be purchased at the public offering price less the applicable concession. Notes purchased by the selected dealers on behalf of level-fee accounts may be sold to such accounts at the applicable concession to the public offering price, in which case, such selected dealers will not retain any portion of the sales price as compensation.
 
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	

 

EX-FILING FEES
 
Calculation of Filing Fee Tables
 
424B2
(Form Type)

(Exact Name of Registrant as Specified in its Charter)
 
(Translation of Registrant’s Name into English)
 
Table 1: Newly Registered and Carry Forward Securities
 
 	Security Type	Security
Class
Title	Fee
Calculation
or Carry
Forward Rule	Amount
Registered	Proposed
Maximum
Offering Price
Per Unit	Maximum
Aggregate
Offering Price	Fee Rate	Amount of
Registration Fee	
Fees to Be Paid	Debt	6.100% Ally Financial Term Notes, Series A Due January 15, 2026	457(r)	 	 	4,115,000	0.0001102	$453.47	
Fees to Be Paid	Debt
 	6.250% Ally Financial Term Notes, Series A Due January 15, 2028	457(r)	 	 	1,881,000	0.0001102	$207.29	
 	 	 	 	 	 	 	 	 	
Fees Previously Paid	 	 	 	 	 	 	 	 	
 	Total Offering Amounts	 	5,996,000	 	 	
 	Total Fees Previously Paid	 	 	 	 	
 	Total Fee Offsets	 	 	 	 	
 	Net Fee Due	 	 	 	660.76