Item 5. Other Information
Item 5. Other Information
(a) None.
(b) None.
(c) The following provides a description of Rule 10b5-1 trading arrangements and non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Exchange Act) adopted during the three months ended March 31, 2026, by any director or executive officer who is subject to the filing requirements of Section 16 of the Exchange Act:
On January 30, 2026 , Stephanie N. Richard , Chief Risk Officer , adopted an arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act for the sale of up to 20,000 shares of common stock in the amounts and at prices determined in accordance with the formulae set forth in the arrangement. The arrangement will expire on May 5, 2027 , subject to early termination in accordance with the terms of the arrangement.
No directors or executive officers modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” during the three months ended March 31, 2026.
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.
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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
3.1 Certificate of Designation of 7.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series D of Ally Financial Inc. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated as of May 1, 2026, (File No. 1-3754) , incorporated herein by reference.
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 March 31, 2026, 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 March 31, 2026, (formatted in Inline XBRL and contained in Exhibit 101)
Filed herewith.
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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 5 th day of May, 2026.
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
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.