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--12-31 0000040729 false 0000040729 2026-05-19 2026-05-19
 
 

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 19, 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 incorporation or organization)

 

(I.R.S. Employer

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 class

 

Trading

symbols

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   ALLY   NYSE

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 19, 2026, Ally Financial Inc. filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware which, effective upon filing, eliminated from the Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its 4.700% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”). All outstanding shares of the Series B Preferred Stock were redeemed on May 15, 2026. A copy of the Certificate of Elimination relating to the Series B Preferred Stock is listed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as part of this Current Report on Form 8-K:

 

3.1    Certificate of Elimination relating to the Series B Preferred Stock.
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)

Date: May 19, 2026         By:  

/s/ Austin T. McGrath

      Austin T. McGrath
      Vice President, Controller, and Chief Accounting Officer