Ally Financial Inc. 10-Q

Item 5. Other Information (a) Executive Severance Plan On October 27, 2025, the Board’s Compensation, Nominating, and Governance Committee adopted and approved the Ally Financial, Inc. Executive Severance Plan (the Plan), and designated Ally’s NEOs and other senior executives as participants in the Plan (each, a Participant). Pursuant to the terms of the Plan, upon a CIC Qualifying Termination (as defined in the Plan), Ally will pay or provide the Participants the following benefits: (1) a lump sum amount equal to (i) the applicable CIC Severance Multiple (as defined in the Plan and which is 2.5 for our CEO and 2 for our NEOs and other Participants) times the sum of the Participant’s base salary plus the cash portion of the Participant’s Annual Target Incentive (as defined in the Plan) and (ii) the prorated cash portion of the Participant’s Annual Target Incentive for the year during which the termination occurs and (2) a lump sum amount equal to 12 months of the Participant’s medical plan COBRA premium times the Participant’s CIC Severance Multiple. Pursuant to the terms of the Plan, upon an Involuntary Termination (as defined in the Plan), Ally will pay or provide the Participant the following severance benefits: (1) a lump sum amount equal to the applicable Involuntary Termination Severance Multiple (as defined in the Plan and which is 2 for our CEO and 1 for our NEOs and other Participants) times the Participant’s base salary and (2) a lump sum amount equal to 12 months of the Participant’s medical plan COBRA premium. In addition, the Participant will be eligible for discretionary annual incentive awards determined by Ally in accordance with the terms and conditions of Ally’s Annual Incentive Plan and Incentive Compensation Plan. For both a CIC Qualifying Termination and an Involuntary Termination, the Plan also provides that a Participant will receive outplacement assistance through an approved vendor and that receipt of severance benefits is conditioned on the Participant’s execution and non-revocation of a release of claims (as described in the Plan). The foregoing summary is qualified in its entirety by reference to the Executive Severance Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. 126 Table of Contents Ally Financial Inc. • Form 10-Q Appointment of Directors On October 29, 2025, the Board appointed Allan P. Merrill and Gunther T. Bright to serve as members of the Board, effective November 3, 2025, until the next annual meeting of stockholders. Mr. Merrill and Mr. Bright will each participate in the standard non-management director compensation arrangements described in the “Director Compensation” section of the Ally’s ’s most recent proxy statement. Neither Mr. Merrill nor Mr. Bright has family relationships with any director or executive officer of Ally. There are no arrangements or understandings between them and any other person pursuant to which they were selected as a director of Ally, and there are no transactions involving either Mr. Merrill or Mr. Bright that would be required to be reported under Item 404(a) of Regulation S-K. (b) None. (c) Director or Executive Officer Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements During the three months ended September 30, 2025, none of our directors or executive officers, as defined in Rule 16a-1 under the Exchange Act, adopted , terminated , or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K. Certain of our executive officers have made elections to participate in, and are participating in, our Employee Stock Purchase Program. By participating in this program, executive officers have made, and may from time to time make, contributory elections or other elections to have shares withheld to cover withholding taxes or pay the exercise price of stock awards, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements as such terms are defined under Item 408 of Regulation S-K. 127 Table of Contents Ally Financial Inc. • Form 10-Q Item 6. Exhibits The exhibits listed on the following index of exhibits are filed as a part of this report. Exhibit Description Method of Filing 10.1 Ally Financial Inc. Executive Severance Plan Filed herewith. 22.1 Subsidiary Guarantors Filed as Exhibit 22 to the Company’s Quarterly Report for the period ended March 31, 2020, on Form 10-Q (File No. 1-3754) , incorporated herein by reference. 31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) Filed herewith. 31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) Filed herewith. 32 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 Filed herewith. 101 The following information from our Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Statement of Comprehensive Income (unaudited), (ii) Condensed Consolidated Balance Sheet (unaudited), (iii) Condensed Consolidated Statement of Changes in Equity (unaudited), (iv) Condensed Consolidated Statement of Cash Flows (unaudited), and (v) the Notes to the Condensed Consolidated Financial Statements (unaudited) Filed herewith. 104 The cover page of our Form 10-Q for the quarter ended September 30, 2025, (formatted in Inline XBRL and contained in Exhibit 101) Filed herewith. 128 Table of Contents Signatures Ally Financial Inc. • Form 10-Q Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized, this 30 th day of October, 2025. Ally Financial Inc. (Registrant) / S / R USSELL E . H UTCHINSON Russell E. Hutchinson Chief Financial Officer / S / A USTIN T . M C G RATH Austin T. McGrath Vice President, Controller, and Chief Accounting Officer 129