ALLY

• GAAP total net revenue was $2.3 billion, up 10% year over year.
• GAAP pre-tax income was $537 million, up 23% year over year.
• Consumer auto originations were $13.3 billion from a record 4.6 million applications.
• Common equity tier 1 ratio was 10.1%, and the company repurchased $148 million of shares during the quarter.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The filing removed all matters related to its 4.700% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B from its Amended and Restated Certificate of Incorporation.
• All outstanding shares of the Series B Preferred Stock were redeemed on May 15, 2026.
• The Certificate of Elimination was filed as Exhibit 3.1 to the Form 8-K.
• The event was reported under Item 5.03 as an amendment to the company's articles of incorporation.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• At the May 6, 2026 Annual Meeting, shareholders approved the 2026 Incentive Compensation Omnibus Plan, which amends and restates the prior incentive and non-employee director equity plans.
• All 12 director nominees were elected, with votes ranging from about 243.8 million to 266.6 million in favor.
• The advisory executive compensation proposal passed with about 259.4 million votes for and 7.5 million against.
• A shareholder proposal to reduce the special meeting threshold failed, with about 78.5 million for and 188.5 million against.
• Deloitte & Touche LLP was ratified as the independent auditor for 2026 with about 272.5 million votes for.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• On April 29, 2026, Ally Financial filed a Certificate of Designation with Delaware to establish its 7.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series D, consisting of 1,000,000 authorized shares with a $1,000 liquidation value per share.
• Ally may redeem the Series D Preferred Stock at $1,000 per share plus declared and unpaid dividends, on or after August 15, 2031, or within 90 days of a regulatory capital treatment event, subject to Federal Reserve approval.
• The Series D Preferred Stock ranks senior to common stock, on parity with Series B and C preferred stock, and junior to any future senior stock approved by two-thirds of Series D holders.
• Ally closed the underwritten public offering of 1,000,000 Series D shares on May 1, 2026, with underwriters purchasing at a $10 per share discount, under an underwriting agreement dated April 27, 2026.

3.03 Material Modification to Rights of Security Holders · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Net proceeds from the offering, if completed, are intended for general corporate purposes, possibly including redemption of some or all of its Series B Preferred Stock.
• Ally reported Q1 2026 GAAP EPS of $0.93 and adjusted EPS of $1.11, up about 90% year over year.
• Q1 2026 GAAP pre-tax income was $400 million; core pre-tax income was $470 million, up $223 million year over year.
• The company executed $147 million of share repurchases during the quarter and maintained a CET1 ratio of 10.1%.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Adjusted EPS was $1.11, up ~90% year over year; core pre-tax income was $470 million, up $223 million year over year.
• GAAP total net revenue was $2.1 billion; adjusted total net revenue was $2.2 billion.
• Consumer auto originations were $11.5 billion, a 13% increase year over year, from a record 4.4 million applications.
• CET1 ratio was 10.1%, and the company repurchased $147 million of shares during the quarter.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Full-year 2025 net income attributable to common shareholders was $742 million, with GAAP EPS of $2.37 and adjusted EPS of $3.81.
• Full-year 2025 total net revenue was $7.9 billion, with adjusted total net revenue of $8.5 billion; pre-tax income was $1.1 billion and core pre-tax income was $1.6 billion.
• Fourth quarter 2025 pre-tax income was $386 million and core pre-tax income was $461 million; return on common equity was 9.2% and core ROTCE was 11.1%.
• The company completed the sale of its Credit Card business, ceased mortgage originations, and authorized a $2 billion open-ended share repurchase program.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On December 9, 2025, Ally Financial's Board of Directors adopted a multi-year share repurchase program authorizing up to $2.0 billion of common stock.
• Shares may be repurchased through open market purchases, privately negotiated transactions, or a Rule 10b5-1 plan at management's discretion.
• The program does not obligate Ally to repurchase a specific amount and may be extended, modified, or discontinued at any time.
• Ally issued a press release on December 10, 2025, announcing the program, which was furnished under Item 7.01 and included as Exhibit 99.1.

7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits