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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 6, 2026
(Date of report; date of earliest event reported)

Commission file number: 1-3754

Ally Financial Inc.
(Exact name of registrant as specified in its charter)
Delaware 38-0572512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Ally Detroit Center
500 Woodward Avenue, Floor 10
Detroit, Michigan 48226
(Address of principal executive offices)
(Zip Code)

(866) 710-4623
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareALLYNYSE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 6, 2026, Ally Financial Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Ally Financial Inc. Incentive Compensation Omnibus Plan (the “2026 ICP”), which amended and restated and combined the existing Ally Financial Inc. Incentive Compensation Plan and Ally Financial Inc. Non-Employee Directors Equity Compensation Plan (together, the “Prior Plans”). Any employee of the Company (including its named executed officers) and each non-employee member of the Company’s Board of Directors is eligible to receive awards under the 2026 ICP. The Company is authorized to issue 25,217,502 shares of the Company’s common stock, $0.01 par value (“Common Stock”) under the 2026 ICP, which consists of (i) 13,917,502 shares of Common Stock that remained available for issuance under the Prior Plans as of May 6, 2026 plus (ii) 11,300,000 additional shares of Common Stock approved by the shareholders of the Company at the Annual Meeting.
A description of the 2026 ICP was included in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 18, 2026 (the “Proxy Statement”) in the section titled “Proposal 4: Approval of the Ally Financial Inc. Incentive Compensation Omnibus Plan”. The descriptions of the 2026 ICP contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2026 ICP, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07    Submission of Matters to a Vote of Security Holders.
On May 6, 2026, Ally Financial Inc. held its Annual Meeting of Shareholders. The results of voting on matters brought before stockholders are shown below.
Proposal 1 — Election of directors
ForAgainstAbstainBroker
Non-Votes
Gunther T. Bright266,466,385 709,261 252,236 11,106,599
William H. Cary260,412,065 6,825,208 190,609 11,106,599
Mayree C. Clark261,821,386 5,281,413 325,083 11,106,599
Kim S. Fennebresque243,769,317 22,832,027 826,538 11,106,599
Thomas P. Gibbons265,763,121 1,422,430 242,331 11,106,599
Michelle J. Goldberg266,563,595 630,533 233,754 11,106,599
Franklin W. Hobbs260,641,138 6,455,276 331,468 11,106,599
Allan P. Merrill265,347,415 1,828,397 252,070 11,106,599
David Reilly265,957,234 1,273,733 196,915 11,106,599
Michael G. Rhodes266,604,567 633,621 189,694 11,106,599
Brian H. Sharples265,799,815 1,427,206 200,861 11,106,599
Tracey D. Weber266,572,560 611,564 243,758 11,106,599
Proposal 2 — Advisory vote on executive compensation
ForAgainstAbstainBroker Non-Votes
259,445,8107,542,099439,97311,106,599
Proposal 3 — Ratification of the Audit Committee's engagement of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026
ForAgainstAbstain
272,462,3255,879,439192,717
Proposal 4 — Approval of the Ally Financial Inc. Incentive Compensation Omnibus Plan
ForAgainstAbstainBroker Non-Votes
256,726,56410,380,360320,95811,106,599


Proposal 5 — Approval of the Ally Financial Inc. Employee Stock Purchase Plan
ForAgainstAbstainBroker Non-Votes
265,739,8741,569,844118,16411,106,599
Proposal 6 — Shareholder Proposal to Reduce Threshold for Shareholders to Call Special Meetings
ForAgainstAbstainBroker Non-Votes
78,514,072188,464,656449,15411,106,599
Item 9.01    Exhibits.
Exhibit No.
Description of Exhibits
10.1
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Ally Financial Inc.
(Registrant)
Dated:May 8, 2026/s/ Austin T. McGrath
Austin T. McGrath
Vice President, Controller, and Chief Accounting Officer