Ally Financial Inc. (ALLY)

CIK: 0000040729. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-25.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=40729. Latest filing source: 0000040729-26-000005.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000040729.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000040729.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0000040729-26-000009.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-05. Report date: 2026-03-31.

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Notice about Forward-Looking Statements and Other Terms

From time to time we have made, and in the future will make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “pursue,” “seek,” “continue,” “estimate,” “project,” “outlook,” “forecast,” “potential,” “target,” “objective,” “trend,” “plan,” “goal,” “initiative,” “priorities,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results.

This report, including any information incorporated by reference in this report, contains forward-looking statements. We also may make forward-looking statements in other documents that are filed or furnished with the SEC. In addition, we may make forward-looking statements orally or in writing to investors, analysts, members of the media, or others.

All forward-looking statements, by their nature, are subject to assumptions, risks, uncertainties, and other important factors which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, or uncertainties could be complete, some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements include:

•evolving local, regional, national, or international business, economic, or geopolitical conditions;

•changes in laws or the regulatory or supervisory environment, including as a result of financial-services legislation, regulation, or policies or changes in government officials or other personnel;

•changes in monetary, fiscal, or trade laws or policies, including as a result of actions by governmental agencies, central banks, or supranational authorities;

•changes in accounting standards or policies;

•changes in the automotive industry or the markets for new or used vehicles, including the rise of vehicle sharing and ride hailing, the development of autonomous and alternative-energy vehicles, and the impact of demographic shifts on attitudes and behaviors toward vehicle type, ownership, and use;

•any instability or breakdown in the financial system, including as a result of the failure of a financial institution or other participants in it (such as the banking failures during 2023);

•disruptions or shifts in investor sentiment or behavior in the securities, capital, commodity, or other financial markets, including financial or systemic shocks and volatility or changes in market price, liquidity, interest or currency rates, or valuations;

•changes in business or consumer sentiment, preferences, purchasing power, creditworthiness, or behavior, including spending, borrowing, or saving by businesses or households;

•changes in our corporate or business strategies, the composition of our assets, or the way in which we fund those assets;

•our ability to execute our business strategy for Ally Bank, including its digital focus;

•our ability to grow and optimize our automotive finance and insurance businesses and to continue diversifying into and growing other consumer and commercial business lines, including corporate finance, brokerage, and personal advice;

•our ability to develop capital plans acceptable to the FRB and our ability to implement them, including any payment of dividends or share repurchases;

•our ability to conduct appropriate stress tests and effectively plan for and manage capital or liquidity consistent with evolving business or operational needs, risk-management standards, and regulatory or supervisory requirements or expectations;

•our ability to cost-effectively fund our business and operations, including through deposits (which could be subject to sudden withdrawals) and the capital markets;

•changes in any credit rating assigned to Ally, including Ally Bank, or the ratings for our insurance business;

•adverse publicity or other reputational harm to us, our service providers, or our senior officers;

•our ability to develop, maintain, or market our products or services or to absorb unanticipated costs or liabilities associated with those products or services;

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•our ability to innovate, to anticipate the needs of current or future customers, to successfully compete, to increase or hold market share in changing competitive environments, or to respond to pricing or other competitive pressures;

•the continuing profitability and viability of our dealer-centric automotive finance and insurance businesses, especially in the face of competition from captive finance companies and their automotive manufacturing sponsors and challenges to the dealer’s role as intermediary between manufacturers and purchasers;

•our ability to appropriately underwrite loans that we originate or purchase and to otherwise manage credit risk;

•changes in the credit, liquidity, or other financial condition of our customers, counterparties, service providers, or competitors;

•our ability to effectively respond to economic, business, or market slowdowns or disruptions;

•our ability to address heightened scrutiny or changing expectations from supervisory or other governmental authorities and to timely and credibly remediate related concerns or deficiencies;

•judicial, regulatory, or administrative inquiries, examinations, investigations, proceedings, disputes, or rulings that create uncertainty for, or are adverse to, us or the financial services industry;

•the potential outcomes of judicial, regulatory, or administrative inquiries, examinations, investigations, proceedings, or disputes to which we are or may be subject, and our ability to absorb and address any damages or other remedies that are sought or awarded, and any collateral consequences;

•the performance and availability of third-party service providers on whom we rely in delivering products and services to our customers and otherwise conducting our business and operations;

•our ability to manage and mitigate security risks, including our capacity to withstand cyberattacks;

•our ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or infrastructure;

•the adequacy of our corporate governance, risk-management framework, compliance programs, or internal controls over financial reporting, including our ability to control lapses or deficiencies in financial reporting or to effectively mitigate or manage operational risk;

•the efficacy of our methods or models in assessing business strategies or opportunities or in valuing, measuring, estimating, monitoring, or managing positions or risk;

•our ability to keep pace with changes in technology, such as AI, that affect us or our customers, counterparties, service providers, or competitors or to maintain rights or interests in associated intellectual property;

•our ability to successfully make acquisitions or divestitures or to integrate acquired businesses;

•the adequacy of our succession planning for key executives or other personnel and our ability to attract or retain qualified employees;

•natural or man-made disasters, calamities, or conflicts, including terrorist events, cyber-warfare, and pandemics;

•our ability to meet stakeholder expectations on sustainability-related issues;

•policies and other actions of governments to manage and mitigate climate and other sustainability issues, and the effects of climate change or the transition to a lower-carbon economy on our business, operations, and reputation; or

•other assumptions, risks, or uncertainties described in the Risk Factors (Part II, Item 1A herein), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Part I, Item 2 herein), or the Notes to the Condensed Consolidated Financial Statements (Part I, Item 1 herein) in this Quarterly Report on Form 10-Q or described in any of the Company’s annual, quarterly or current reports.

Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.

Unless the context otherwise requires, the following definitions apply. The term “loans” means the following consumer and commercial products associated with our direct and indirect financing activities: loans, retail installment sales contracts, lines of credit, and other financing products excluding operating leases. The term “operating leases” means consumer- and commercial-vehicle lease agreements where Ally is the lessor and the lessee is generally not obligated to acquire ownership of the vehicle at lease-end or compensate Ally for the vehicle’s residual value. The terms “lend,” “finance,” and “originate” mean our direct extension or origination of loans, our purchase or

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acquisition of loans, or our purchase of operating leases, as applicable. The term “consumer” means all consumer products associated with our loan and operating-lease activities and all commercial retail installment sales contracts. The term “commercial” means all commercial products associated with our loan activities, other than commercial retail installment sales contracts. The term “partnerships” means business arrangements rather than partnerships as defined by law.

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Ally Financial Inc. • Form 10-Q

Overview

Ally Financial Inc. (together with its consolidated subsidiaries unless the context otherwise requires, Ally, the Company, we, us, or our) is a financial-services company with the nation’s largest all-digital bank and an industry-leading automotive financing and insurance business, driven by a mission to “Do It Right” and be a relentless ally for all stakeholders. The Company serves customers with deposits and securities brokerage and investment advisory services as well as automotive financing and insurance offerings. The Company also includes a seasoned corporate finance business that offers capital for equity sponsors and middle-market companies. Ally is a Delaware corporation and is registered as a BHC under the BHC Act and an FHC under the GLB Act.

Primary Business Lines

Dealer Financial Services, which includes our Automotive Finance and Insurance operations, and Corporate Finance are our primary business lines. The remaining activity is reported in Corporate and Other, which primarily consists of centralized treasury activities (including deposit operations) as well as Ally Invest, our digital brokerage and personal advice offering, Ally Credit Card, the management of our consumer mortgage portfolio, CRA loans and investments, and certain strategic investments through Ally Ventures. Consumer mortgage originations ceased during the secon

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-25. Report date: 2025-12-31.

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Notice about Forward-Looking Statements and Other Terms

From time to time we have made, and in the future will make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “pursue,” “seek,” “continue,” “estimate,” “project,” “outlook,” “forecast,” “potential,” “target,” “objective,” “trend,” “plan,” “goal,” “initiative,” “priorities,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results.

This report, including any information incorporated by reference in this report, contains forward-looking statements. We also may make forward-looking statements in other documents that are filed or furnished with the SEC. In addition, we may make forward-looking statements orally or in writing to investors, analysts, members of the media, or others.

All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, or uncertainties could be complete, some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements include:

•evolving local, regional, national, or international business, economic, or political conditions;

•changes in laws or the regulatory or supervisory environment, including as a result of financial-services legislation, regulation, or policies or changes in government officials or other personnel;

•changes in monetary, fiscal, or trade laws or policies, including as a result of actions by governmental agencies, central banks, or supranational authorities;

•changes in accounting standards or policies;

•changes in the automotive industry or the markets for new or used vehicles, including the rise of vehicle sharing and ride hailing, the development of autonomous and alternative-energy vehicles, and the impact of demographic shifts on attitudes and behaviors toward vehicle type, ownership, and use;

•any instability or breakdown in the financial system, including as a result of the failure of a financial institution or other participants in it (such as the banking failures during 2023);

•disruptions or shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including financial or systemic shocks and volatility or changes in market liquidity, interest or currency rates, or valuations;

•changes in business or consumer sentiment, preferences, or behavior, including spending, borrowing, or saving by businesses or households;

•changes in our corporate or business strategies, the composition of our assets, or the way in which we fund those assets;

•our ability to execute our business strategy for Ally Bank, including its digital focus;

•our ability to grow and optimize our automotive finance and insurance businesses and to continue diversifying into and growing other consumer and commercial business lines, including corporate finance, brokerage, and personal advice;

•our ability to develop capital plans acceptable to the FRB and our ability to implement them, including any payment of dividends or share repurchases;

•our ability to conduct appropriate stress tests and effectively plan for and manage capital or liquidity consistent with evolving business or operational needs, risk-management standards, and regulatory or supervisory requirements or expectations;

•our ability to cost-effectively fund our business and operations, including through deposits (which could be subject to sudden withdrawals) and the capital markets;

•changes in any credit rating assigned to Ally, including Ally Bank, or the ratings for our insurance business;

•adverse publicity or other reputational harm to us, our service providers, or our senior officers;

•our ability to develop, maintain, or market our products or services or to absorb unanticipated costs or liabilities associated with those products or services;

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•our ability to innovate, to anticipate the needs of current or future customers, to successfully compete, to increase or hold market share in changing competitive environments, or to respond to pricing or other competitive pressures;

•the continuing profitability and viability of our dealer-centric automotive finance and insurance businesses, especially in the face of competition from captive finance companies and their automotive manufacturing sponsors and challenges to the dealer’s role as intermediary between manufacturers and purchasers;

•our ability to appropriately underwrite loans that we originate or purchase and to otherwise manage credit risk;

•changes in the credit, liquidity, or other financial condition of our customers, counterparties, service providers, or competitors;

•our ability to effectively respond to economic, business, or market slowdowns or disruptions;

•our ability to address heightened scrutiny and expectations from supervisory or other governmental authorities and to timely and credibly remediate related concerns or deficiencies;

•judicial, regulatory, or administrative inquiries, examinations, investigations, proceedings, disputes, or rulings that create uncertainty for, or are adverse to, us or the financial services industry;

•the potential outcomes of judicial, regulatory, or administrative inquiries, examinations, investigations, proceedings, or disputes to which we are or may be subject, and our ability to absorb and address any damages or other remedies that are sought or awarded, and any collateral consequences;

•the performance and availability of third-party service providers on whom we rely in delivering products and services to our customers and otherwise conducting our business and operations;

•our ability to manage and mitigate security risks, including our capacity to withstand cyberattacks;

•our ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or infrastructure;

•the adequacy of our corporate governance, risk-management framework, compliance programs, or internal controls over financial reporting, including our ability to control lapses or deficiencies in financial reporting or to effectively mitigate or manage operational risk;

•the efficacy of our methods or models in assessing business strategies or opportunities or in valuing, measuring, estimating, monitoring, or managing positions or risk;

•our ability to keep pace with changes in technology, such as AI, that affect us or our customers, counterparties, service providers, or competitors or to maintain rights or interests in associated intellectual property;

•our ability to successfully make acquisitions or divestitures or to integrate acquired businesses;

•the adequacy of our succession planning for key executives or other personnel and our ability to attract or retain qualified employees;

•natural or man-made disasters, calamities, or conflicts, including terrorist events, cyber-warfare, and pandemics;

•our ability to meet stakeholder expectations on sustainability-related issues;

•policies and other actions of governments to manage and mitigate climate and other sustainability issues, and the effects of climate change or the transition to a lower-carbon economy on our business, operations, and reputation; or

•other assumptions, risks, or uncertainties described in the Risk Factors (Item 1A), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7), or the Notes to the Consolidated Financial Statements (Item 8) in this Annual Report on Form 10-K or described in any of the Company’s annual, quarterly or current reports.

Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.

Unless the context otherwise requires, the following definitions apply. The term “loans” means the following consumer and commercial products associated with our direct and indirect financing activities: loans, retail installment sales contracts, lines of credit, and other financing products excluding operating leases. The term “operating leases” means consumer- and commercial-vehicle lease agreements where Ally is the lessor and the lessee is generally not obligated to acquire ownership of the vehicle at lease-end or compensate Ally for the vehicle’s residual value. The terms “lend,” “finance,” and “originate” mean our direct extension or origination of loans, our purchase or acquisition of loans, or our purchase of operating leases, as applicable. The term “consumer” means all consumer products associated with our

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loan and operating-lease activities and all commercial retail installment sales contracts. The term “commercial” means all commercial products associated with our loan activities, other than commercial retail installment sales contracts. The term “partnerships” means business arrangements rather than partnerships as defined by law.

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Overview

Ally Financial Inc. (together with its consolidated subsidiaries unless the context otherwise requires, Ally, the Company, we, us, or our) is a financial-services company with the nation’s largest all-digital bank and an industry-leading automotive financing and insurance business, driven by a mission to “Do It Right” and be a relentless ally for all stakeholders. The Company serves customers with deposits and securities brokerage and investment advisory services as well as automotive financing and insurance offerings. The Company also includes a seasoned corporate finance business that offers capital for equity sponsors and middle-market companies. Ally is a Delaware corporation and is registered as a BHC under the BHC Act, and an FHC under the GLB Act.

Our Business

Dealer Financial Services

Dealer Financial Services is composed of our Automotive Finance and Insurance segments. Our primary customers are automotive dealers, which include OEM-franchised dealers, non-OEM-franchised dealers with a national presence, and automotive retailers, such as Carvana, CarMax, and EchoPark. A dealer may sell or lease a vehicle for cash but, more typically, enters into a retail installment sales contract or operating lease with the customer and then sells the retail installment sales contract or the operating lease and the leased vehicle, as applicable, to Ally or another automotive finance provider. The purchase by Ally or another provider is commonly described as indirect automotive lending to the customer.

Our Dealer Financial Services business is one of the largest full-service automotive finance operations in the country and offers a wide range of financial services and insurance products to automotive dealerships and their customers. We have deep dealer relationships that have been built throughout our over 100-year history, and we are leveraging competitive strengths to expand our dealer footprint. Our business model encourages dealers to use our broad range of products through incentive programs such as our Ally Dealer Rewards program. Our automotive finance services include purchasing retail installment sales contracts and operating leases from dealers and automotive retailers, extending automotive loans directly to consumers, offering term loans to dealers, financing dealer floorplans and providing other lines of credit to dealers, offering automotive-fleet financing, providing financing to companies and municipalities for the purchase or lease of vehicles, and supplying vehicle-remarketing services. As part of our focus on offering dealers a broad range of consumer F&I products, we offer VSCs, VMCs, and GAP products. Our dealer-centric business model, value-added products and services, full-spectrum financing, and business expertise proven over many credit cycles, make us a premier automotive finance and insurance company ready to support and strengthen our approximately 21,400 active dealer relationships. A dealer is considered to have an active relationship with us if we provided automotive financing, remarketing, or insurance services during the three months ended December 31, 2025.

Automotive Finance

Our Automotive Finance operations provide U.S.-based automotive financing services to consumers, automotive dealers and retailers, other businesses, and municipalities. Our business model, value-added products and services, full-spectrum financing, and business expertise proven over many credit cycles make us a premier automotive finance company. At December 31, 2025, our Automotive Finance operations had $115.8 billion of assets and generated $5.6 billion of total net revenue during the year ended December 31, 2025. For consumers, we provide financing for new and used vehicles. In addition, our CSG provides automotive financing for small businesses and municipalities. At December 31, 2025, our CSG had $9.0 billion of loans outstanding. Through our commercial automotive financing operations, we fund purchases of new and used vehicles through wholesale floorplan financing. We manage commercial account servicing on approximately 2,500 dealers that utilize our floorplan inventory lending or other commercial loans. We serviced $85.1 billion on-balance sheet consumer loans and operating leases at December 31, 2025, and our commercial loan portfolio was approximately $23.1 billion at December 31, 2025. The extensive infrastructure, technology, and analytics of our servicing operations, as well as the experience of our servicing personnel, enhance our ability to manage our loan losses and enable us to deliver a favorable customer experience to both our dealers and retail customers. During 2025, we continued to refine our origination profile to focus on capital optimization and risk-adjusted returns. During the year ended December 31, 2025, total consumer automotive originations were $43.7 billion, an increase of $4.5 billion compared to the year ended December 31, 2024. The shorter-term duration consumer automotive loan and variable-rate commercial loan portfolios offer attractive asset classes where we continue to optimize risk-adjusted returns through origination mix management and pricing and underwriting discipline.

Our success as an automotive finance provider is driven by the consistent presence and breadth of products and services we offer to dealers and automotive retailers. The automotive marketplace continues to evolve, including varying levels of investment in electric vehicle technologies by automotive manufacturers and suppliers. We continue to identify and cultivate relationships with automotive retailers, including those with leading e-commerce platforms, and we also operate an online direct lending platform for consumers seeking direct financing. We believe these products enable us to respond to ongoing trends toward more streamlined and digital automotive financing processes that serve both dealers and consumers. Our strong and expansive dealer relationships, comprehensive suite of products and services, full spectrum financing, and depth of experience position us to adapt as vehicle technologies and consumer preferences evolve. We have provided and continue to provide automobile financing for battery electric and, to a lesser extent, plug-in hybrid vehicles, including brands such as Tesla, Jeep, Alfa Romeo, and Chevrolet. While we expect most of these vehicles to continue to be sold through dealerships and automotive retailers with whom we have established relationships, we also partner with automotive manufacturers that use a direct to consumer model. During the year ended December 31, 2025, $1.9 billion of our consumer automotive retail loan originations and purchases, and $2.1 billion of our operating lease originations and purchases, were for battery-electric and plug-in hybrid vehicles. As of December 31, 2025, $3.1 billion of our consumer automotive finance receivables and loans had battery-electric or plug-in hybrid vehicles as the underlying

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Ally Financial Inc. • Form 10-K

collateral, and $4.2 billion of our investment in operating leases, net of accumulated depreciation, were battery-electric or plug-in hybrid vehicles.

We have focused on developing dealer relationships beyond those relationships that primarily were developed through our previous role as a captive finance company for GM and a preferred provider for Stellantis. We have established relationships with thousands of automotive dealers through our customer-centric approach and specialized incentive programs designed to drive loyalty amongst dealers to our products and services. Outside of GM and Stellantis, our other OEM-franchised dealers include brands such as Ford, Toyota, Hyundai, Kia, Nissan, Honda, and others, including automotive manufacturers who use a direct-to-consumer model. Our non-OEM-franchised dealers and automotive retailers include used-vehicle-only retailers with a national presence, such as CarMax and EchoPark, as well as primarily online automotive retailers, such as Carvana.

We have continued to focus on the consumer used-vehicle segment, primarily through franchised dealers and automotive retailers. This has resulted in used-vehicle financing volume growth and has positioned us as an industry leader in used-vehicle financing. The highly fragmented used-vehicle financing market, with a total financing opportunity represented by approximately 296 million vehicles in operation, provides an attractive opportunity that we believe will further expand and support our dealer relationships and increase our risk-adjusted return on retail loan originations.

Beyond offering a full suite of solutions for our dealership customers, we also offer application pass-through programs for credit applications that do not meet our underwriting criteria, allowing dealers to provide expanded access to credit for consumers and improve sales at their dealership. Through our pass-through programs, we are able to monetize our declined applications by generating a combination of acquisition fee and servicing revenue for loans that are originated, sold to, and serviced on behalf of third-party lenders, or one-time acquisition fees for loans funded and serviced by a third party. At December 31, 2025, and December 31, 2024, the consumer automotive whole-loan serviced portfolio related to our pass-through program was $2.2 billion and $1.2 billion, respectively.

For consumers, we provide automotive loan financing and leasing for approximately 4.0 million new and used vehicle contracts. Retail financing for the purchase of vehicles by individual consumers generally takes the form of installment sales financing. We originated a total of approximately 1.3 million and 1.2 million automotive loans and operating leases during the years ended December 31, 2025, and 2024, respectively. We originated total automotive loans and operating leases of $43.7 billion and $39.2 billion during the years ended December 31, 2025, and 2024, respectively.

Our consumer automotive financing operations generate revenue primarily through finance charges on retail installment sales contracts and rental payments on operating lease contracts. For operating leases, when the contract is originated, we estimate the residual value of the leased vehicle at lease termination. Periodically thereafter we reassess the projected residual value of the leased vehicle at lease termination and may adjust depreciation expense over the remaining life of the lease or recognize impairment, if appropriate. Given the fluctuations in used vehicle values, our actual sales proceeds from remarketing the vehicle may be higher or lower than the projected residual value after adjusting for any OEM residual value guarantees, which results in gains or losses on lease termination. While all operating leases are exposed to potential reductions in used vehicle values, it is only where we take possession of the vehicle that we could be affected by potential reductions in used vehicle values. Refer to the Operating Lease Residual Risk Management and Critical Accounting Estimates sections of this MD&A for further discussion of credit risk and lease residual risk.

We continue to maintain a diverse mix of product offerings across a broad risk spectrum, subject to underwriting policies that reflect our risk appetite. Our current operating results reflect our strategy to optimize risk-adjusted returns while strategically refining our mix of new and used vehicle financing. While we predominately focus on prime-lending markets, we seek to be a meaningful source of financing to a wide spectrum of customers and continue to carefully measure risk versus return. We place great emphasis on our risk management and risk-based pricing policies and practices and employ robust credit decisioning processes coupled with granular pricing that is differentiated across our proprietary credit tiers.

Our commercial automotive financing operations primarily fund inventory purchases of new and used vehicles by dealers, commonly referred to as wholesale floorplan financing. This represents the largest portion of our commercial automotive financing business. Wholesale floorplan loans are secured by vehicles financed (and all other vehicle inventory), which provide strong collateral protection in the event of dealership default. Additional collateral or other credit enhancements (for example, personal guarantees from dealership owners) are typically obtained to further mitigate credit risk. The amount we advance to dealers is equal to 100% of the wholesale invoice price of new vehicles, subject to payment curtailment schedules. Interest on wholesale automotive financing is generally payable monthly and is indexed to a floating-rate benchmark. The rate for a particular dealer is based on, among other considerations, competitive factors and the dealer’s creditworthiness. During the year ended December 31, 2025, we financed an average of $15.2 billion of dealer vehicle inventory through wholesale floorplan financings. Other commercial automotive lending products, which averaged $6.4 billion during the year ended December 31, 2025, consist of automotive dealer revolving lines of credit, term loans, including those to finance dealership land and buildings, and dealer and other fleet financing. We also provide comprehensive automotive remarketing services, including the use of SmartAuction, our online auction platform, which efficiently supports dealer-to-dealer and other commercial wholesale vehicle transactions. SmartAuction provides diversified fee-based revenue and serves as a means of deepening relationships with our dealership customers. In 2025, Ally and other parties, including dealers, fleet rental companies, and financial institutions, utilized SmartAuction to sell approximately 573,000 vehicles to dealers and other commercial customers. SmartAuction served as the remarketing channel for 44% of our off-lease vehicles.

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Ally Financial Inc. • Form 10-K

Insurance

Our Insurance operations offer both consumer finance protection and insurance products sold primarily through the automotive dealer channel in the U.S. and Canada, and commercial insurance products sold directly to dealers in the U.S. Our insurance business provides a strong dealer value proposition through our deep industry knowledge, strong service levels, and diversified product suite that complements our automotive finance business in order to drive strong retention rates and help protect and grow the business of our dealer customers. In addition to our product offerings, we provide consultative services and training to assist dealers in optimizing F&I results while achieving high levels of customer satisfaction and regulatory compliance. We also advise dealers regarding necessary liability and physical damage coverages critical to protecting a dealer’s business. We continue to evolve our product suite and digital capabilities to position our business for future opportunities through growing third-party relationships and sales through our online direct-lending platform. Our Insurance operations had $9.9 billion of assets at December 31, 2025, and generated $1.7 billion of total net revenue during the year ended December 31, 2025.

We are a market leading provider of dealer insurance products and have approximately 5,100 dealer relationships to whom we offer a variety of commercial products and levels of coverage. Vehicle inventory insurance for dealers provides physical damage protection for dealers’ floorplan vehicles that may be financed by Ally, another lender, or may be owned by the dealer. Dealers who receive wholesale financing from us are eligible for insurance incentives such as automatic eligibility for our preferred insurance programs. We continue to grow our market position leveraging our scale and significant experience in this space. We also offer property, liability, and other ancillary coverages to dealers; starting July 1, 2025, we are the underwriting carrier on a majority of these product offerings.

Our dealer F&I products are primarily distributed indirectly through the automotive dealer network, which includes dealer relationships of approximately 1,600 in the U.S. where we serve 2.4 million customers. As part of our focus on offering dealers a broad range of consumer F&I products, we offer VSCs, VMCs, and GAP products. Ally Premier Protection is our flagship VSC offering, which provides coverage for new and used vehicles of virtually all makes and models offering owners and lessees mechanical repair protection and roadside assistance beyond the manufacturer’s new vehicle warranty. Our GAP products cover certain amounts owed by a customer beyond their covered vehicle’s value in the event the vehicle is damaged or stolen and declared a total loss. We offer F&I products in Canada, where we serve approximately 545,000 customers and are the preferred VSC and other protection plan provider for GM. Our contract to serve as the preferred VSC and protection plan provider for GM Canada extends into the third quarter of 2027.

We also underwrite ClearGuard on the SmartAuction platform, which is a protection product designed to minimize the risk to dealers from arbitration claims for eligible vehicles sold at auction. On a smaller scale, we also periodically direct write or assume other non-automotive insurance risks. We typically assume other non-automotive insurance risks through quota share arrangements and perform services as an underwriting carrier for insurance programs managed by a third party where we cede the majority of such business to external reinsurance markets.

A significant aspect of our Insurance operations is the investment of proceeds from premiums and other revenue sources. We use these investments to satisfy our obligations related to future claims at the time these claims are settled. Our Insurance operations have an Investment Committee, which develops guidelines and strategies for these investments. The guidelines established by this committee reflect our risk appetite, liquidity requirements, regulatory requirements, and rating agency considerations, among other factors.

Corporate Finance

Our Corporate Finance operations primarily offer senior-secured loans to private equity sponsor-owned U.S.-based middle-market companies and to well-established asset managers that mostly provide leveraged loans. The portfolio is composed of floating-rate leveraged asset-based and cash flow/enterprise value loans. Our Corporate Finance operations had $13.0 billion of assets at December 31, 2025, and generated $538 million of total net revenue during the year ended December 31, 2025, and continues to offer attractive returns and diversification benefits to our broader lending portfolio. We have continued to prudently grow our lending portfolio with a focus on a disciplined and selective approach to credit quality, including a greater focus on asset-based loans. As of December 31, 2025, 65% of our loans and 64% of our lending commitments were asset based, with all in a first-lien position. We seek markets and opportunities where our clients require customized, highly structured, and time-sensitive financing solutions.

Our Sponsor Finance business focuses on companies owned by private-equity sponsors with loans typically used for leveraged buyouts, refinancing and recapitalizations, mergers and acquisitions, growth, co-lending arrangements, turnarounds, and debtor-in-possession financings. Additionally, our Private Credit Finance business provides asset managers and other financing sources with facilities to partially fund their direct-lending activities. We also provide a commercial real estate product, primarily focused on lending to skilled nursing facilities, senior housing, and medical office buildings. Sponsor Finance loan facilities typically include both a revolver and term loan component. Our target commitment hold level for these individual exposures ranges from $15 million to $150 million, depending on product type. Additionally, hold sizes in our Private Credit Finance business range from $50 million to $850 million. We also have a demonstrated track record of success in arranging larger transactions that we may retain on-balance sheet or syndicate to other lenders. By syndicating loans to other lenders, we are able to provide financing commitments in excess of our target hold levels and generate loan syndication fee income while reducing single obligor risk exposure. All our loans are floating-rate facilities with maturities typically ranging up to seven years. In certain instances, we may be offered the opportunity to make small equity investments in our borrowers, which provides an additional revenue opportunity for our business. The portfolio is well diversified across multiple industries including financials, services, manufacturing distribution, and other specialty sectors. These specialty sectors include technology/venture finance, defense and aerospace, as well as energy and infrastructure finance that launched during 2025. Other smaller complementary product offerings that help strengthen our reputation as a

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Ally Financial Inc. • Form 10-K

full-spectrum provider of financing solutions include issuing letters of credit through Ally Bank and selectively offering second-out loans on certain transactions. For additional information regarding industry concentration of our Corporate Finance operations, refer to the Corporate Finance section of this MD&A.

Corporate and Other

Overview

Corporate and Other primarily consists of centralized corporate treasury activities (including deposit operations) such as management of the cash and corporate investment securities and loan portfolios, short- and long-term debt, retail and brokered deposit liabilities, derivative instruments, original issue discount, and the residual impacts of our corporate FTP and treasury ALM activities. Corporate and Other also includes activity related to certain equity investments, which primarily consist of FHLB and FRB stock, as well as other equity investments through Ally Ventures, our strategic investment business. Additionally, Corporate and Other includes the management of our consumer mortgage portfolio, CRA loans and investments, and reclassifications and eliminations between the reportable operating segments. Costs that are not allocated to our reportable operating segments as part of our COH methodology, which involves management judgment, are also included in Corporate and Other. These costs include operating costs of deposits, treasury activities, and other corporate activities.

Ally Invest

Corporate and Other includes the results of Ally Invest, our digital brokerage and advisory offering, which enables us to complement our competitive deposit products with low-cost investing. The digital advisory business aligns with our strategy to create a premier digital financial services company and provides additional sources of fee income through asset management and certain other fees, with minimal balance sheet utilization. This business also provides an additional source of low-cost deposits through arrangements with Ally Invest’s clearing broker.

Ally Invest offers a broad array of products through a fully integrated digital consumer platform centered around self-directed products and advisory services. Ally Invest’s suite of commission-free and low-cost investing options serve both active and passive investors with diverse and evolving financial objectives through a transparent online process. Our digital platform and broad product offerings are enhanced by outstanding client-focused and user-friendly customer service that is accessible via the phone, web, or email.

Ally Invest provides clients with self-directed trading services for a variety of securities including stocks, options, ETFs, mutual funds, and fixed-income products through Ally Invest Securities. Ally Invest Securities also offers margin lending, which allows customers to borrow money by using securities and cash currently held in their accounts as collateral.

Ally Invest also provides advisory services to clients through web-based solutions, informational resources, and virtual interaction through Ally Invest Advisors, an SEC-registered investment advisor. Ally Invest Advisors provides clients the opportunity to obtain professional portfolio management services in return for a fee based upon the client’s assets under management. In addition to customized advice from personal advisors, we offer cash enhanced portfolios that incur no management fee, and a number of core robo portfolios, which hold ETFs diversified across asset class, industry sector, and geography and which are customized for clients based on risk tolerance, investment time horizon, and wealth ratio.

Corporate Treasury Activities (Including Deposit Operations) and ALM Activities

The net financing revenue and other interest income of our Automotive Finance and Corporate Finance operations include the results of an FTP process that insulates these operations from interest rate volatility by matching assets and liabilities with similar interest rate sensitivity. We utilize an FTP methodology for the majority of our business operations. The FTP methodology assigns charge rates and credit rates to classes of assets and liabilities on a match funded basis, utilizing a benchmark rate curve plus an assumed credit spread. The assumed credit spread is calculated based on a composite investment grade unsecured yield curve, or based on advance rates published by the FHLB for any asset that is eligible to be pledged as collateral to the FHLB. While the baseline FTP components at Ally assume 100% debt funding, the methodology also incorporates a credit on the allocated capital for each business line based on the business line’s FTP rate charged to its assets. For business lines not subject to an FTP funding allocation, the FTP methodology applies a capital charge to the amount of excess equity that the business line holds, relative to its regulatory capital and other adjustments. The net residual impact of the FTP methodology is included within the results of Corporate and Other. In addition, capital is managed with the goal of enhancing risk-adjusted returns on shareholders’ equity, while maintaining a strong capital position that is consistent with our risk profile. We allocate capital to business growth opportunities, within an established risk appetite, to support our customers and communities. We seek to pay a competitive dividend and distribute excess capital to shareholders through common share repurchases.

We are focused on growing and retaining a stable deposit base and deepening relationships with our 3.5 million primary deposit customers by leveraging our compelling brand and strong value proposition. Ally Bank is a digital direct bank with no branch network that obtains retail deposits directly from customers. We have grown our deposits with a strong brand that is based on a promise of being straightforward with our customers, and offering high-quality customer service and competitive interest rates. Ally Bank is the largest online only bank in the United States as measured by retail deposit balances. Our strong customer acquisition and retention rates reflect the strength of our brand and, together with our overall value proposition, continue to drive growth in retail deposits. At December 31, 2025, Ally Bank had $151.6 billion of total deposits—including $143.5 billion of retail deposits, which grew $99 million during the year ended December 31, 2025. Over the past several years, the continued growth of our retail-deposit base has contributed to a more favorable mix of lower cost funding and we continue to focus on efficient deposit growth by continuing to expand the deposit value proposition beyond competitive deposit rates.

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Ally Financial Inc. • Form 10-K

Our deposit products and services are designed to develop long-term customer relationships and capitalize on the shift in consumer preference for direct banking. Ally Bank offers a full spectrum of retail deposit products, including savings accounts, money-market demand accounts, CDs, interest-bearing spending accounts, trust accounts, and IRAs. Our deposit services include Zelle® person-to-person payment services, eCheck remote deposit capture, and mobile banking. Our Smart Savings Tools further demonstrates the ability to deliver innovative digital tools on top of traditional financial products to add incremental value to customers, while also driving increased engagement and loyalty. Over 1 million active customers have adopted our Smart Savings Tools as of December 31, 2025.

We believe we are well-positioned to continue to benefit from the consumer-driven shift from branch banking to direct banking as demonstrated by the growth we have experienced since 2010. We had approximately 3.5 million deposit customers and approximately 6.5 million retail bank accounts as of December 31, 2025, compared to 3.3 million and 6.3 million, respectively, as of December 31, 2024. Our customer base spans across diverse demographic segmentations and socioeconomic bands. Our direct bank business model resonates particularly well with the millennial and younger generations, which consistently make up the largest percentage of our new customers. According to a 2025 American Bankers Association survey, 87% of customers prefer to do their banking most often via digital and other direct channels (internet, mobile, telephone, and mail). Furthermore, over the past five years, estimated direct banking deposits as a percentage of the broader retail deposits market increased by approximately 3 percentage points, from 11% in 2020 to 14% in 2025. We have received a positive response to innovative savings and other deposit products. Our commitment to customer service was recognized by Newsweek, who ranked Ally Bank the #1 Online Bank for Customer Service. MONEY named Ally as a “Best National Bank” and “Best Online Bank” in their 2025-2026 feature, while NerdWallet and Bankrate both recognized us as a “Best Bank” and “Best CD” in 2025. Additionally, Barron’s and Wall Street Journal both recognized our Ally Invest Robo Portfolios as best in class in 2025. Ally Bank’s competitive direct banking offerings include online and mobile banking features such as electronic bill pay, remote deposit, and electronic funds transfer nationwide, and no minimum balance requirements. During 2025, we introduced the ability for customers to add cash into their Ally Bank spending account at a national retailer.

We intend to continue to grow and invest in our digital direct bank and further capitalize on the shift in consumer preference for direct banking with customer-centric products, expanded digital tools and everyday banking capabilities that improve efficiency, security, and customer trust in the brand. We are focused on growing, deepening, and further cultivating the customer relationships and brand loyalty that exist at Ally Bank.

Mortgage

Corporate and Other includes the financial results of our mortgage operations, which consist of our held-for-sale and held-for-investment consumer mortgage loan portfolios. Our direct-to-consumer conforming mortgages and certain direct-to-consumer non-conforming jumbo mortgages were originated as held-for-sale and sold. The remaining jumbo and LMI mortgages were originated as held-for-investment and are subserviced by a third party. Consumer mortgage originations ceased during the second quarter of 2025, which has and will continue to result in a gradual run-off of our consumer mortgage loan portfolio.

Through our direct-to-consumer channel, we offered a variety of competitively priced jumbo and conforming fixed- and adjustable-rate mortgage products through a third party. Loans originated in the direct-to-consumer channel were sourced by existing Ally customer marketing, prospect marketing on third-party websites, and email or direct mail campaigns. During the year ended December 31, 2025, we originated $95 million of mortgage loans through our direct-to-consumer channel.

Through the bulk loan channel, we purchased loans from several qualified sellers, including direct originators and large aggregators who had the financial capacity to support strong representations and warranties, and the industry knowledge and experience to originate high-quality assets. Bulk purchases were made on a servicing-released basis, allowing us to directly oversee servicing activities and manage refinancing through our direct-to-consumer channel. During the year ended December 31, 2025, we purchased $8 million of mortgage loans that were originated by third-parties.

Ally Credit Card

We closed the sale of Ally Credit Card on April 1, 2025. Refer to Note 2 to the Consolidated Financial Statements for further information.

Ally Lending

We closed the sale of Ally Lending on March 1, 2024.

Funding and Liquidity

Our funding strategy targets a stable retail deposit base, supplemented by brokered deposits, public and private secured debt, and public unsecured debt. These diversified funding sources are managed across products, markets, and investors to enhance funding flexibility and stability, resulting in a more cost-effective long-term funding strategy.

Our primary funding source is retail deposits, which we believe, at scale, is the most efficient and stable source of funding for us when compared to other funding sources. At December 31, 2025, deposit liabilities totaled $151.6 billion, which reflects an increase of $75 million as compared to December 31, 2024. Deposits as a percentage of total liability-based funding was 87% and 89% at December 31, 2025, and December 31, 2024, respectively. Approximately 92% of retail deposits at Ally Bank, excluding affiliate and intercompany deposits, were FDIC-insured as of December 31, 2025.

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Ally Financial Inc. • Form 10-K

At December 31, 2025, 94% of Ally’s total assets were within Ally Bank, compared to approximately 95% as of December 31, 2024. Longer-term unsecured debt is the primary funding source utilized at the parent company. At December 31, 2025, we had $82 million and $1.6 billion of unsecured long-term debt principal maturing in 2026 and 2027, respectively. We have substantially reduced our reliance on market-based funding by continuing to focus on retail deposit funding.

The strategies outlined above have allowed us to build and maintain a conservative liquidity position. Total available liquidity at December 31, 2025, was $66.1 billion. Absolute levels of liquidity decreased during 2025, primarily due to lower available FHLB borrowing capacity. Refer to the section below titled Liquidity Management, Funding, and Regulatory Capital section of this MD&A for a further discussion about liquidity risk management.

Credit Strategy

Our strategy and approach to extending credit, as well as our management of credit risk, are critical elements of our business. Credit performance is influenced by several factors including our risk appetite, our credit and underwriting processes, our monitoring and collection efforts, the financial condition of our borrowers, the performance of loan collateral, fiscal and monetary stimulus, and various macroeconomic considerations, including inflation. Our credit strategies are dynamic and are adjusted in response to asset performance, as well as changing macroeconomic conditions and outlook. Most of our businesses offer credit products and services, which drive overall business performance. Consistent with our risk appetite, our business lines operate under prudent credit standards that consider the borrower’s ability and willingness to repay loans. The failure to effectively manage credit risk can have a direct and significant impact on our earnings, capital position, and reputation. Refer to the Risk Management section of this MD&A for a further discussion of credit risk and performance of our consumer and commercial credit portfolios.

Within our consumer automotive loan portfolio, we serve a mix of consumers across the credit spectrum to achieve portfolio diversification and to optimize the risk and return of our consumer automotive portfolio. This is achieved through the utilization of robust credit decisioning processes, coupled with granular pricing that is differentiated across our proprietary credit tiers. While we are a full-spectrum automotive finance lender, the significant majority of our consumer automotive loans are underwritten within the prime-lending segment. We define prime consumer automotive loans primarily as those loans with a FICO® Score at origination of 620 or greater. The carrying value of our held-for-investment, nonprime consumer automotive loans before allowance for loan losses was approximately 10.1% and 9.7% of our total consumer automotive loans at December 31, 2025, and December 31, 2024, respectively.

Within our commercial lending portfolios, our Corporate Finance operations primarily offer senior-secured loans to private equity sponsor-owned U.S.-based middle-market companies and to well-established asset managers that mostly provide leveraged loans. The portfolio is composed of floating-rate leveraged asset-based and cash flow/enterprise value loans. During the year ended December 31, 2025, this portfolio increased compared to the year ended December 31, 2024, as we have continued to prudently grow our lending portfolio with a focus on a disciplined and selective approach to credit quality, including a greater focus on asset-based loans. Provision for credit losses for our Corporate Finance operations was $31 million for the year ended December 31, 2025, compared to $8 million for the year ended December 31, 2024. Within our commercial automotive business, we continue to offer a variety of dealer-centric lending products, including funding dealer purchases of new and used vehicles through wholesale financing, automotive dealer revolving lines of credit, term loans, including those to finance dealership land and buildings, acquisitions, and dealer and other fleet financing. These commercial automotive products are an important aspect of our dealer relationships and offer a secured lending arrangement with strong collateral protections in the event of dealer default. The performance of our commercial credit portfolios continues to remain strong. Commercial nonperforming finance receivables and loans increased $38 million to $149 million at December 31, 2025. We had net recoveries within our commercial lending portfolio of $2 million and $5 million for the years ended December 31, 2025, and December 31, 2024, respectively. Refer to the Risk Management section of this MD&A for further details.

Our mortgage operations focused on applicants with credit profiles and income streams to support repayments of the loan and operates under credit standards that consider and assess the value of the underlying real estate in accordance with prudent credit practices and regulatory requirements. We generally relied on appraisals conducted by licensed appraisers in conformance with the expectations and requirements of Fannie Mae and federal regulators. When appropriate, we required credit enhancements such as private mortgage insurance. We priced each mortgage loan that we originated based on several factors, including the customer’s FICO® Score, the LTV ratio, and the size of the loan. For bulk purchases, we only purchased loans from sellers with the experience in originating high-quality loans and the financial wherewithal to support their representations and warranties. Consumer mortgage originations ceased during the second quarter of 2025, which has and will continue to result in a gradual run-off of our consumer mortgage loan portfolio.

Discontinued Operations

During 2013 and 2012, certain disposal groups met the criteria to be presented as discontinued operations. The remaining activity relates to previous discontinued operations for which we continue to record income taxes, net of valuation allowances, as well as wind-down, legal, and minimal operational costs. For all periods presented, the operating results for these operations have been removed from continuing operations. The MD&A has been adjusted to exclude discontinued operations unless otherwise noted.

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Ally Financial Inc. • Form 10-K

Primary Business Lines

Dealer Financial Services, which includes our Automotive Finance and Insurance operations, and Corporate Finance are our primary business lines. The remaining activity is reported in Corporate and Other, which primarily consists of centralized treasury activities (including deposit operations) as well as Ally Invest, our digital brokerage and personal advice offering, Ally Lending, Ally Credit Card, the management of our consumer mortgage portfolio, CRA loans and investments, and certain strategic investments through Ally Ventures. Consumer mortgage originations ceased during the second quarter of 2025, which has and will continue to result in a gradual run-off of our consumer mortgage loan portfolio. We closed the sales of Ally Credit Card on April 1, 2025, and Ally Lending on March 1, 2024. Refer to Note 2 to the Consolidated Financial Statements for additional information on Ally Credit Card. The following table summarizes the operating results excluding discontinued operations of each business line. Operating results for each of the business lines are more fully described in the MD&A sections that follow.

Year ended December 31, ($ in millions)

2025

2024

2023

Favorable/(unfavorable) 2025-2024 % change

Favorable/(unfavorable) 2024-2023 % change

Total net revenue

Dealer Financial Services

Automotive Finance

$

5,572 

$

5,834 

$

5,838 

(4)

—

Insurance

1,725 

1,621 

1,532 

6

6

Corporate Finance

538 

579 

534 

(7)

8

Corporate and Other

79 

147 

330 

(46)

(55)

Total

$

7,914 

$

8,181 

$

8,234 

(3)

(1)

Income (loss) from continuing operations before income tax expense (benefit)

Dealer Financial Services

Automotive Finance

$

1,640 

$

1,816 

$

2,214 

(10)

(18)

Insurance

200 

168 

216 

19

(22)

Corporate Finance

365 

434 

354 

(16)

23

Corporate and Other

(1,154)

(1,582)

(1,681)

27

6

Total

$

1,051 

$

836 

$

1,103 

26

(24)

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Ally Financial Inc. • Form 10-K

Macroeconomic Environment

We employ an internal team of economists to enhance our planning and forecasting capabilities. This team conducts industry and market research, monitors economic risks, and helps support various forms of scenario planning and stress testing. This group closely monitors macroeconomic trends, such as unemployment rate and sales of new light motor vehicles, given the nature of our business and the potential impacts on our exposure to risks. As of December 31, 2025, the unemployment rate increased to 4.4%. Sales of new light motor vehicles fell to an average annual rate of 15.7 million during the fourth quarter of 2025. Sales of new light motor vehicles remain below the pre-pandemic annual pace of 17.0 million in 2019, which has limited incoming used vehicle supply and supported used vehicle values.

Our baseline forecast utilized in calculating the quantitative allowance for loan losses as of December 31, 2025, anticipated the unemployment rate reaching approximately 4.5% in the first quarter of 2026, before reverting to the historical mean of approximately 5.8% by the fourth quarter of 2028. Additionally, our baseline forecast anticipated GDP growth slowing to 2.0% as measured on a quarter-over-quarter seasonally adjusted annualized rate basis in 2026 and 2027, before reverting to the historical mean of approximately 2.1% by the fourth quarter of 2028, and increases in new light vehicle sales on a seasonally adjusted annualized rate basis from more than 15 million units in the fourth quarter of 2025, to approximately 16 million units by the fourth quarter of 2027, before reverting to the historical mean of 15 million units by the fourth quarter of 2028. We also maintain a qualitative allowance framework to account for ongoing risks and volatility in the macroeconomic environment, including the impacts from tariffs, inflation, consumer financial health, and geopolitical uncertainty, that could adversely impact frequency of loss and LGD. Additionally, we perform a sensitivity analysis using scenarios derived from widely published macroeconomic forecasts to quantify the sensitivity of our baseline forecast to alternative changes in macroeconomic conditions. Refer to the Risk Management and Critical Accounting Estimates sections of this MD&A for further discussion on our allowance for loan losses.

Macroeconomic risks remain elevated due to impacts from tariffs, inflation, and geopolitical uncertainty. Uncertainty around the scope and timing of changes to fiscal, regulatory, and trade policies, as well as impacts from recent legislative action (such as “H.R. 1”, commonly referred to as the “One Big Beautiful Bill Act”) could act as a source of volatility in our baseline forecasts, particularly with respect to real GDP growth, inflation, unemployment, vehicle sales, and other consumer measures, which could materially impact our risk profile. Announcements regarding changes in U.S. trade policies and practices, as well as counter tariffs and other reciprocal actions by other jurisdictions, have continued to contribute to increased volatility in financial markets and could adversely affect economic conditions. Risks related to the continuation or escalation of tariffs and other trading restrictions, particularly to the extent impacting the automobile industry and related sectors, and the potential impact on inflation, global trade, new and used automobile prices and sales, consumer purchasing power, customer creditworthiness and general economic conditions, could cause our financial results to differ from the anticipated results expressed or implied in any forward-looking statements.

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Consolidated Results of Operations

The following table summarizes our consolidated operating results for the periods shown. Refer to the reportable operating segment sections of the MD&A that follow for a more complete discussion of operating results by business line. For a discussion of our fiscal 2024 results compared to fiscal 2023, refer to Part II, Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report on Form 10-K.

Year ended December 31, ($ in millions)

2025

2024

2023

Favorable/(unfavorable) 2025-2024

% change

Favorable/(unfavorable) 2024–2023 % change

Net financing revenue and other interest income

Total financing revenue and other interest income

$

13,521 

$

14,222 

$

13,958 

(5)

2

Total interest expense

6,408 

7,472 

6,897 

14

(8)

Net depreciation expense on operating lease assets

937 

736 

840 

(27)

12

Net financing revenue and other interest income

6,176 

6,014 

6,221 

3

(3)

Other revenue

Insurance premiums and service revenue earned

1,450 

1,413 

1,271 

3

11

(Loss) gain on mortgage and automotive loans, net

(35)

24 

16 

n/m

50

Other (loss) gain on investments, net

(361)

72 

144 

n/m

(50)

Other income, net of losses

684 

658 

582 

4

13

Total other revenue

1,738 

2,167 

2,013 

(20)

8

Total net revenue

7,914 

8,181 

8,234 

(3)

(1)

Provision for credit losses

1,477 

2,166 

1,968 

32

(10)

Noninterest expense

Compensation and benefits expense

1,857 

1,842 

1,901 

(1)

3

Insurance losses and loss adjustment expenses

616 

544 

422 

(13)

(29)

Goodwill impairment

305 

118 

149 

(158)

21

Other operating expenses

2,608 

2,675 

2,691 

3

1

Total noninterest expense

5,386 

5,179 

5,163 

(4)

—

Income from continuing operations before income tax expense

1,051 

836 

1,103 

26

(24)

Income tax expense from continuing operations

199 

167 

144 

(19)

(16)

Net income from continuing operations

$

852 

$

669 

$

959 

27

(30)

Financial ratios:

Return on average assets (a)

0.45 

%

0.35 

%

0.49 

%

n/m

n/m

Return on average equity (a)

5.77 

%

4.81 

%

7.07 

%

n/m

n/m

Equity to assets (a)

7.82 

%

7.22 

%

6.97 

%

n/m

n/m

Common dividend payout ratio (b)

50.21 

%

65.93 

%

43.01 

%

n/m

n/m

n/m = not meaningful

(a)The ratios were based on average assets and average total equity using an average daily balance methodology.

(b)The common dividend payout ratio was calculated using basic earnings per common share.

2025 Compared to 2024

We earned net income from continuing operations of $852 million for the year ended December 31, 2025, compared to $669 million for the year ended December 31, 2024. The increase for the year ended December 31, 2025, was primarily driven by lower provision for credit losses and higher net financing revenue and other interest income, partially offset by lower other gain on investments, net, and higher total noninterest expense.

Net financing revenue and other interest income increased $162 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily driven by lower total interest expense in response to lower benchmark interest rates, which decreased our cost of funds associated with our deposit liabilities. The increase was partially offset by the sale of Ally Credit Card, which closed on April 1, 2025, lower commercial automotive wholesale loan financing revenue and other interest income, and unfavorable remarketing performance on our off-lease vehicles resulting from lower auction prices on the sale of specific vehicle models and lower termination volume.

49

Table of Contents

Management’s Discussion and Analysis

Ally Financial Inc. • Form 10-K

Insurance premiums and service revenue earned was $1.5 billion for the year ended December 31, 2025, compared to $1.4 billion for the year ended December 31, 2024. The increase for the year ended December 31, 2025, was primarily due to growth in our P&C business driven by growth in our vehicle inventory insurance business, and higher volume of GAP and other ancillary F&I products. The increase was partially offset by lower VSC volume.

Other (loss) gain on investments, net, was a loss of $361 million for the year ended December 31, 2025, compared to a gain of $72 million for the year ended December 31, 2024. The decrease in gains for the year ended December 31, 2025, was primarily attributable to our balance sheet repositioning of a portion of our available-for-sales securities during the year ended December 31, 2025. Refer to Note 8 to the Consolidated Financial Statements for additional information.

Other income, net of losses increased $26 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily driven by higher income from equity-method investments, partially offset by lower late charges and other administrative fees.

The provision for credit losses decreased $689 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was primarily driven by a provision benefit associated with the sale of Ally Credit Card, lower net charge-offs within our consumer other portfolio as a result of the sale of Ally Credit Card, and lower net charge-offs within our consumer automotive portfolio. Refer to the Risk Management section of this MD&A for further discussion on our provision for credit losses.

Noninterest expense increased $207 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase included impairments of goodwill associated with the sale of Ally Credit Card of $305 million and $118 million during the years ended December 31, 2025, and 2024, respectively. Additionally, the increase included higher insurance losses and loss adjustment expenses from our vehicle inventory insurance business. The increase was partially offset by lower operating expenses.

We recognized total income tax expense from continuing operations of $199 million for the year ended December 31, 2025, compared to $167 million for the year ended December 31, 2024. The increase for the year ended December 31, 2025, was primarily driven by an increase in pre-tax earnings, partially offset by an income tax benefit related to various tax credits.

50

Table of Contents

Management’s Discussion and Analysis

Ally Financial Inc. • Form 10-K

Dealer Financial Services

Results for Dealer Financial Services are presented by reportable operating segment, which includes our Automotive Finance and Insurance operations.

Automotive Finance

Results of Operations

The following table summarizes the operating results of our Automotive Finance operations. The amounts presented are before the elimination of balances and transactions with our other reportable operating segments.

Year ended December 31, ($ in millions)

2025

2024

2023

Favorable/(unfavorable)2025–2024

% change

Favorable/(unfavorable) 2024–2023 % change

Net financing revenue and other interest income

Consumer

$

7,737 

$

7,441 

$

6,772 

4

10

Commercial

1,349 

1,674 

1,392 

(19)

20

Loans held-for-sale

10 

3 

7 

n/m

(57)

Operating leases

1,455 

1,355 

1,550 

7

(13)

Total financing revenue and other interest income

10,551 

10,473 

9,721 

1

8

Interest expense

4,431 

4,266 

3,364 

(4)

(27)

Net depreciation expense on operating lease assets (a)

937 

736 

840 

(27)

12

Net financing revenue and other interest income

5,183 

5,471 

5,517 

(5)

(1)

Other revenue

(Loss) gain on automotive loans, net

(7)

3 

— 

n/m

n/m

Other income, net of losses

396 

360 

321 

10

12

Total other revenue

389 

363 

321 

7

13

Total net revenue

5,572 

5,834 

5,838 

(4)

—

Provision for credit losses

1,709 

1,905 

1,618 

10

(18)

Noninterest expense

Compensation and benefits expense

693 

668 

668 

(4)

—

Other operating expenses

1,530 

1,445 

1,338 

(6)

(8)

Total noninterest expense

2,223 

2,113 

2,006 

(5)

(5)

Income from continuing operations before income tax expense

$

1,640 

$

1,816 

$

2,214 

(10)

(18)

Total assets

$

115,753 

$

113,057 

$

115,301 

2

(2)

n/m = not meaningful

(a)Includes net remarketing losses of $28 million for the year ended December 31, 2025, compared to net remarketing gains of $132 million and $211 million for the years ended December 31, 2024, and 2023, respectively.

2025 Compared to 2024

Our Automotive Finance operations earned income from continuing operations before income tax expense of $1.6 billion for the year ended December 31, 2025, compared to $1.8 billion for the year ended December 31, 2024. The decrease for the year ended December 31, 2025, was primarily due to higher net depreciation expense on operating lease assets and higher total noninterest expense. The decrease was partially offset by lower provision for credit losses.

Consumer automotive loan financing revenue and other interest income increased $296 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily driven by higher average consumer assets resulting from origination growth and higher portfolio yields as higher yielding originations replace maturity of lower yielding assets resulting from pricing actions due to our deliberate focus on maximizing risk adjusted returns across our credit tiers.

Commercial loan financing revenue and other interest income decreased $325 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was primarily due to lower yield driven by lower benchmark interest rates, as our commercial automotive loans are generally variable-rate, and lower average outstanding wholesale floorplan balances within the Stellantis dealer channel.

51

Table of Contents

Management’s Discussion and Analysis

Ally Financial Inc. • Form 10-K

Interest expense increased $165 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily driven by higher asset balances and higher funding costs as a result of a gradual shift in the composition of our consumer portfolios to loans and leases originated during a higher interest rate environment.

Total net operating lease revenue decreased $101 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease in net operating lease revenue was driven by lower remarketing performance. We recognized net remarketing losses of $28 million for the year ended December 31, 2025, compared to net remarketing gains of $132 million for the year ended December 31, 2024. The increase in remarketing losses for the year ended December 31, 2025, was primarily driven by lower auction prices on the sale of specific vehicle models and lower termination volume. In the near term, our ability to optimize remarketing gains may be limited due to used vehicle market pressures on certain plug-in hybrid vehicles following the elimination of federal electric-vehicle tax credits for both new and used vehicles, vehicle recalls, and increased OEM marketing incentives on new vehicles. Additionally, our operating lease portfolio mix has shifted towards contracts with a residual value guarantee, and towards a more diverse mix of OEMs for contracts without a residual value guarantee, which may reduce volatility in remarketing gains and losses in future years. Refer to the Operating Lease Residual Risk Management section of this MD&A for further discussion.

The provision for credit losses decreased $196 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease in provision for credit losses for the year ended December 31, 2025, was primarily driven by lower net charge-offs within our consumer automotive portfolio. Refer to the Risk Management section of this MD&A for further discussion on our provision for credit losses.

Total noninterest expense increased $110 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily due to increased expenses to support the growth of our consumer product suite and expand our digital capabilities and portfolio of products.

The following table presents the average balance and yield of the loan and operating lease portfolios of our Automotive Financing operations.

2025

2024

2023

Year ended December 31, ($ in millions)

Average balance (a)

Yield

Average balance (a)

Yield

Average balance (a)

Yield

Finance receivables and loans, net (b)

Consumer automotive (c)

$

84,263 

9.18 

%

$

83,761 

8.88 

%

$

84,769 

7.99 

%

Commercial

Wholesale floorplan (d)

15,156 

6.52 

17,361 

7.58 

14,223 

7.60 

Other commercial automotive (e)

6,381 

5.66 

6,370 

5.63 

5,961 

5.20 

Investment in operating leases, net (f)

8,223 

6.30 

8,133 

7.60 

9,901 

7.16 

(a)Average balances are calculated using an average daily balance methodology. Refer to Note 1 to the Consolidated Financial Statements for further information regarding our basis of presentation and significant accounting policies, which are in accordance with U.S. GAAP.

(b)Nonperforming finance receivables and loans are included in the average balances. For information on our accounting policies regarding nonperforming status, refer to Note 1 to the Consolidated Financial Statements.

(c)Excludes the effects of derivative financial instruments designated as hedges, which is included within Corporate and Other. Including the impact of hedging activities, the yield was 9.26%, 9.20%, and 8.79% for the years ended December 31, 2025, 2024, and 2023, respectively.

(d)Excludes the effects of derivative financial instruments designated as hedges, which is included within Corporate and Other. Including the impact of hedging activities, the yield was 6.30%, 7.51%, and 7.70% for the years ended December 31, 2025, 2024, and 2023, respectively.

(e)Consists primarily of automotive dealer term loans, including those to finance dealership land and buildings, and dealer and other fleet financing.

(f)Yield includes net losses on the sale of off-lease vehicles of $28 million for the year ended December 31, 2025, and net gains on the sale of off-lease vehicles of $132 million, and $211 million for the years ended December 31, 2024, and 2023, respectively. Excluding these gains and losses on sale, the yield was 6.64%, 5.98%, and 5.03% for the years ended December 31, 2025, 2024, and 2023, respectively.

Our portfolio yield for consumer automotive loans excluding the impact of hedging activities increased 30 basis points for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily driven by a shift in portfolio mix as higher yielding originations replace the maturity of lower yielding assets resulting from pricing actions due to our deliberate focus on maximizing risk adjusted returns across our credit tiers. Our portfolio yield for consumer automotive loans including the effects of derivative financial instruments designated as hedges was 8 basis points higher than our portfolio yield for consumer automotive loans excluding the effects of derivative financial instruments designated as hedges for the year ended December 31, 2025. This is attributable to the execution of hedging strategies that are used to mitigate interest rate risks. The effects of derivative financial instruments designated as hedges are included within Corporate and Other. Refer to Note 21 to the Consolidated Financial Statements for further discussion.

Our portfolio yield for commercial wholesale floorplan loans excluding the impact of hedging activities decreased 106 basis points for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was primarily due to lower benchmark interest rates, as our commercial automotive loans are generally variable-rate.

52

Table of Contents

Management’s Discussion and Analysis

Ally Financial Inc. • Form 10-K

Our portfolio yield for investment in operating leases, net, including gains and losses on the sale of off-lease vehicles, decreased 130 basis points for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was due to higher net remarketing losses, which increased $160 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. In the near term, our ability to optimize remarketing gains may be limited due to used vehicle market pressures on certain plug-in hybrid vehicles following the elimination of federal electric-vehicle tax credits for both new and used vehicles, vehicle recalls, and increased OEM marketing incentives on new vehicles. Additionally, our operating lease portfolio mix has shifted towards contracts with a residual value guarantee, and towards a more diverse mix of OEMs for contracts without a residual value guarantee, which may reduce volatility in remarketing gains and losses in future years. Refer to the Operating Lease Residual Risk Management section of this MD&A for further discussion.

53

Table of Contents

Management’s Discussion and Analysis

Ally Financial Inc. • Form 10-K

Automotive Financing Volume

Our Automotive Finance operations provide automotive financing services to consumers and automotive dealers and retailers. For consumers, we provide retail financing and leasing for new and used vehicles, and through our commercial automotive financing operations, we fund dealer purchases of new and used vehicles through wholesale floorplan financing and provide dealer term and revolving loans and automotive fleet financing.

Acquisition and Underwriting

Our consumer underwriting process is focused on multidimensional risk factors and data driven risk-adjusted probabilities that are continuously monitored and routinely updated. Each application is placed into an analytical category based on specific aspects of the applicant’s credit profile and loan structure. We then evaluate the application by applying a proprietary credit scoring algorithm tailored to its applicable category. Inputs into this algorithm include, but are not limited to, proprietary scores and deal structure variables such as LTV, new or used vehicle collateral, and term of financing. The output of the algorithm is used to sort applications into various credit tiers (S, A, B, C, D, and E). Credit tiers help determine our primary indication of credit quality and pricing, and are also communicated to the dealer that submitted the application. This process is built on long established credit risk fundamentals to determine both the applicant’s ability and willingness to repay. While advances in excess of 100% of the vehicle collateral value at loan origination—notwithstanding cash down and vehicle trade in value—are typical in the industry (primarily due to additional costs such as mechanical warranty contracts, taxes, license, and title fees), our pricing, risk, and underwriting processes are rooted in statistical analysis to manage this risk.

Our underwriting process uses a combination of automated strategies and manual evaluation by an experienced team of dedicated underwriters. Advancements in our data-driven risk assessment process have allowed us to methodically increase our use of automated credit decisioning in recent years. This increase in automated decisioning has enhanced the buying experience for our dealer and consumer customers through improved response times, and more consistent credit decisions. Underwriting is also governed by our credit policies, which set forth guidelines such as acceptable transaction parameters and verification requirements. For higher-risk approved transactions, these guidelines require verification of details such as applicant income and employment through documentation provided by the applicant or other data sources. We continue to monitor loss performance across the risk spectrum, which enables us to make underwriting changes including pricing and curtailment actions on specific microsegments.

Underwriters have a limited ability to approve exceptions to the guidelines in our credit policies. For example, an exception may be approved to allow a term or a ratio of payment-to-income, debt-to-income, or LTV greater than that in the guidelines. Exceptions must be approved by underwriters with appropriate approval authority and generally are based on compensating factors. We monitor exceptions with the goal of limiting them to a small portion of approved applications and originated loans, and rarely permit more than a single exception to avoid layered risk.

Consumer Automotive Financing

New- and used-vehicle consumer financing through dealerships takes one of two forms: retail installment sales contracts (retail contracts) and operating lease contracts. We purchase retail contracts for new and used vehicles and operating lease contracts from dealers after those contracts are executed by the dealers and the consumers. Our consumer automotive financing operations generate revenue primarily through finance charges on retail contracts and rental payments on operating lease contracts. In connection with operating lease contracts, we recognize depreciation expense on the vehicle over the operating lease contract period and we may also recognize a gain or loss on the remarketing of the vehicle at the end of the lease.

Consistent with industry practice, when we purchase a retail contract, we pay the dealer at a rate (generally described in the industry as the “buy rate”) discounted below the rate agreed to by the dealer and the consumer. Our agreements with dealers limit the amount of the discount that we will accept. The rate agreed to by the dealer and the customer is determined by the negotiated purchase price of the vehicle, and any other products such as service contracts, less any vehicle trade-in value, any down payment from the consumer, and any available automotive manufacturer incentives. Under the retail contract, the consumer is obligated to make payments in an amount equal to the purchase price of the vehicle (less any trade-in or down payment) plus finance charges at the rate agreed to by the consumer and the dealer. In addition, the consumer is responsible for charges due to us, related to past-due payments. Although we do not own the vehicles that we finance through retail contracts, our agreements require that we hold a perfected security interest in those vehicles.

We set our buy rates using a granular, risk-based methodology factoring in several variables including interest costs, projected net average annualized loss rates at the time of origination, anticipated operating costs, and targeted return on equity. Our underwriting capabilities allow us to manage our risk tolerance levels to quickly react to major changes in the economy. In recent years, pricing has been optimized to reflect market interest rates and maintain a diversified portfolio across new and used vehicle segments. We continue to apply disciplined underwriting practices while managing our origination mix through both franchised dealers and larger automotive retailers, supporting higher yields across the consumer automotive loan portfolio.

54

Table of Contents

Management’s Discussion and Analysis

Ally Financial Inc. • Form 10-K

With respect to consumer leasing, we purchase operating lease contracts and the associated vehicles from dealerships and automotive manufacturers with a direct-to-consumer model after those contracts are executed by the dealers, automotive manufacturers and the consumers. The amount we pay a dealer for an operating lease contract is based on the negotiated price for the vehicle, less any vehicle trade-in, any down payment from the consumer, and any available automotive manufacturer incentives. Under an operating lease, the consumer is obligated to make payments in amounts equal to the amount by which the negotiated purchase price of the vehicle (less any trade-in value, down payment, tax credits, or any available manufacturer incentives) exceeds the contract residual value (including residual support) of the vehicle at lease termination, plus operating lease rental charges. The consumer is also generally responsible for charges related to past-due payments, excess mileage, excessive wear and tear, and certain disposal fees where applicable. At contract inception, pricing is determined based on the projected residual value of the leased vehicle. This evaluation is primarily based on a proprietary model, which includes variables such as vehicle age, expected mileage, seasonality, segment factors, vehicle type, economic indicators, production cycle, automotive manufacturer incentives, and shifts in used vehicle supply. This internally generated data is compared against third-party, independent data for reasonableness.

Periodically, we reassess the projected estimated realizable value of our leased vehicles at termination based on current market conditions, and other relevant data points, and adjust depreciation expense, as necessary over the remaining term of the lease, or recognize impairment, if appropriate. We generally do not depreciate to amounts greater than the lessee purchase price established at origination. Upon termination of the lease, lessees generally have the ability to exercise a purchase option at the stated contractual amount. If the lessee declines to exercise the purchase option, the dealer then has the ability to buy out the vehicle. If neither the lessee or dealer completes the buyout, the vehicle is returned to us and we remarket the vehicle. At termination, our actual sales proceeds from remarketing the vehicle may be higher or lower than the estimated residual value, after adjusting for any residual value guarantees, resulting in a gain or loss on remarketing recorded through depreciation expense.

Our standard consumer lease contracts are operating leases; therefore, credit losses on the operating lease portfolio are not as significant as losses on retail contracts because lease credit losses are primarily limited to past-due payments and assessed fees. Since some of these fees are not assessed until the vehicle is returned, these losses on the operating lease portfolio are correlated with lease termination volume. Operating lease accounts over 30 days past due represented 1.3% and 1.6% of the portfolio at December 31, 2025, and 2024, respectively.

With respect to all financed vehicles, whether subject to a retail contract or an operating lease contract, we require that property damage insurance be obtained by the consumer. In addition, for operating lease contracts, we require that bodily injury, collision, and comprehensive insurance be obtained by the consumer.

55

Table of Contents

Management’s Discussion and Analysis

Ally Financial Inc. • Form 10-K

The following table presents retail loan originations and purchases by credit tier and product type.

Used retail

New retail

Credit Tier (a)

Volume

($ in billions)

% Share of volume

Average FICO®

Volume

($ in billions)

% Share of volume

Average FICO®

Year ended December 31, 2025

S

$

9.9 

37 

761 

$

6.8 

55 

771 

A

11.3 

42 

688 

4.5 

36 

687 

B

4.0 

15 

642 

0.9 

8 

650 

C

1.2 

4 

604 

0.2 

1 

614 

D

0.4 

2 

570 

— 

— 

588 

E

0.1 

— 

550 

— 

— 

573 

Total retail loan originations

$

26.9 

100 

702 

$

12.4 

100 

726 

Year ended December 31, 2024

S

$

9.8 

40 

761 

$

5.8 

52 

764 

A

10.3 

42 

690 

4.3 

39 

688 

B

3.3 

14 

643 

0.9 

8 

651 

C

0.8 

3 

602 

0.1 

1 

615 

D

0.3 

1 

569 

— 

— 

562 

Total retail loan originations

$

24.5 

100 

707 

$

11.1 

100 

722 

Year ended December 31, 2023

S

$

9.1 

35 

754 

$

5.3 

47 

751 

A

11.1 

43 

688 

4.9 

43 

687 

B

3.8 

15 

644 

1.0 

9 

654 

C

1.1 

4 

599 

0.1 

1 

623 

D

0.5 

2 

560 

— 

— 

571 

E

0.2 

1 

548 

— 

— 

552 

Total retail loan originations

$

25.8 

100 

697 

$

11.3 

100 

710 

(a)Represents Ally’s internal credit score, incorporating numerous borrower and structure attributes including: severity and aging of delinquency; number of credit inquiries; LTV ratio; term; payment-to-income ratio; and debt-to-income ratio. We periodically update our underwriting scorecard, which can have an impact on our credit tier scoring.

The following table presents the percentage of total retail loan originations and purchases, in dollars, by the loan term in months.

Year ended December 31,

2025

2024

2023

0–71

17 

%

16 

%

14 

%

72–75

60 

61 

63 

76 +

23 

23 

23 

Total retail loan originations

100 

%

100 

%

100 

%

Retail loan originations with a term of 76 months or more represented 23% of total retail loan originations for both the years ended December 31, 2025, and 2024. Substantially all the loans originated with a term of 76 months or more during both the years ended December 31, 2025, and 2024, were considered to be prime and in credit tiers S, A, or B. Our underwriting processes are designed to consider various deal structure variables—such as payment-to-income, LTV, debt-to-income, and FICO® score—that compensate for longer loan terms and mitigate underwriting risk.

During the year ended December 31, 2025, approximately 83% of our used retail loan originations were for vehicles with a model year of 2019 or newer. According to the Bureau of Transportation Statistics, the average age of light vehicles in operation in the United States during 2025 was approximately 13 years. Substantially all used retail loan originations with a term of 76 months or more during the year ended December 31, 2025, were for vehicles with a model year of 2019 or newer.

56

Table of Contents

Management’s Discussion and Analysis

Ally Financial Inc. • Form 10-K

The following table presents the percentage of total outstanding retail loans by origination year.

December 31,

2025

2024

2023

Pre-2021

2 

%

7 

%

15 

%

2021

6 

11 

18 

2022

11 

19 

29 

2023

16 

26 

38 

2024

25 

37 

— 

2025

40 

— 

— 

Total retail

100 

%

100 

%

100 

%

The following tables present the total retail loan and operating lease origination and purchase dollars and percentage mix by product type and by channel.

Consumer automotive financing originations

% Share of Ally originations

Year ended December 31, ($ in millions)

2025

2024

2023

2025

2024

2023

Used retail

$

26,871 

$

24,542 

$

25,813 

62 

63 

65 

New retail

12,369 

11,057 

11,310 

28 

28 

28 

Lease

4,440 

3,591 

2,858 

10 

9 

7 

Total consumer automotive financing originations (a)

$

43,680 

$

39,190 

$

39,981 

100 

100 

100 

(a)Includes CSG originations of $4.1 billion, $3.9 billion, and $5.0 billion for the years ended December 31, 2025, 2024, and 2023, respectively.

Consumer automotive financing originations

% Share of Ally originations

Year ended December 31, ($ in millions)

2025

2024

2023

2025

2024

2023

GM dealers

$

10,292 

$

8,716 

$

9,017 

24 

22 

23 

Stellantis dealers

5,663 

6,216 

8,281 

13 

16 

20 

Other dealers and automotive retailers

OEM-franchised dealers (a)

17,080 

15,472 

13,177 

39 

40 

33 

Non-OEM-franchised dealers and automotive retailers

10,645 

8,786 

9,506 

24 

22 

24 

Total other dealers and automotive retailers

27,725 

24,258 

22,683 

63 

62 

57 

Total consumer automotive financing originations

$

43,680 

$

39,190 

$

39,981 

100 

100 

100 

(a)Includes automotive manufacturers with a direct-to-consumer model.

Total consumer automotive loan and operating lease originations increased $4.5 billion for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily driven by increased demand for electric-vehicle leasing prior to the expiration of the federal electric-vehicle tax credit, strong dealer engagement, and higher industry new and used vehicle sales.

We have included origination metrics by loan term and FICO® Score within this MD&A. In addition, we employ our own risk evaluation, including proprietary risk models, in evaluating credit risk, as described in the section above titled Automotive Financing Volume—Acquisition and Underwriting.

57

Table of Contents

Management’s Discussion and Analysis

Ally Financial Inc. • Form 10-K

The following table presents the percentage of retail loan and operating lease originations and purchases, in dollars, by FICO® Score and product type. We define prime consumer automotive loans primarily as those loans with a FICO® Score at origination of 620 or greater.

Year ended December 31, 2025

Used retail

New retail

Lease

760 +

24 

%

31 

%

49 

%

720–759

14 

13 

17 

660–719

28 

25 

21 

620–659

18 

15 

8 

540–619

10 

4 

3 

 540

2 

— 

— 

Unscored (a)

4 

12 

2 

Total consumer automotive financing originations

100 

%

100 

%

100 

%

Year ended December 31, 2024

760 +

26 

%

27 

%

53 

%

720–759

15 

13 

17 

660–719

29 

27 

20 

620–659

17 

16 

6 

540–619

8 

3 

2 

 540

2 

— 

— 

Unscored (a)

3 

14 

2 

Total consumer automotive financing originations

100 

%

100 

%

100 

%

Year ended December 31, 2023

760 +

21 

%

20 

%

48 

%

720–759

14 

13 

17 

660–719

30 

29 

22 

620–659

19 

18 

9 

540–619

9 

3 

2 

 540

3 

— 

— 

Unscored (a)

4 

17 

2 

Total consumer automotive financing originations

100 

%

100 

%

100 

%

(a)Unscored are primarily CSG contracts with business entities that have no FICO® Score.

Originations with a FICO® Score of less than 620 (considered nonprime) represented 9% of total consumer loan and operating lease originations for the year ended December 31, 2025, compared to 7% and 9% for the years ended December 31, 2024, and 2023, respectively. Consumer loans and operating leases with FICO® Scores of less than 540 represented 1% of total originations for the year ended December 31, 2025, as compared to 1% and 2% for the years ended December 31, 2024, and 2023, respectively. Nonprime applications are subject to more stringent underwriting criteria (for example, maximum payment-to-income ratio, maximum debt-to-income ratio, and maximum amount financed), and our nonprime loan portfolio generally does not include any loans with a term of 76 months or more. The carrying value of our held-for-investment, nonprime consumer automotive loans before allowance for loan losses was $8.6 billion and $8.2 billion at December 31, 2025, and December 31, 2024, respectively, or approximately 10.1% and 9.7% of our total consumer automotive loans at December 31, 2025, and December 31, 2024, respectively. For discussion of our credit-risk-management practices and performance, refer to the section below titled Risk Management.

During the fourth quarter of 2025, we amended our agreement with Carvana, a leading e-commerce platform for buying and selling used vehicles. Specifically, we increased our committed facility by $2.0 billion to a maximum of $6.0 billion to support our continued efforts to optimize risk-adjusted returns. This commitment is effective for 364 days. As part of the agreement, we are committed to purchase finance receivables, related to both new and used vehicles, on a periodic basis within prescribed eligibility requirements and risk appetite, consistent with purchase practices in prior years. All the finance receivables purchased through this channel are included in non-OEM-franchised dealers and automotive retailers in our consumer origination metrics. While different vintages and credit tiers exhibit varying performance, collectively to date, finance receivables purchased from Carvana have generally exhibited consistent delinquency and loss performance compared to loans with similar credit characteristics acquired through our indirect dealer channel. Consumer finance receivables and loans sourced from Carvana represented 10.4% and 8.6% of our total consumer automotive finance receivables and loans as of December 31, 2025, and December 31, 2024, respectively. Loan purchases from Carvana were 11% of our total consumer automotive financing originations during the year ended December 31, 2025, compared to 8% during the year ended December 31, 2024.

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Ally Financial Inc. • Form 10-K

Manufacturer Marketing Incentives

Automotive manufacturers may elect to sponsor incentive programs on retail contracts and operating leases by subsidizing finance rates below market rates. These marketing incentives are also referred to as rate support or subvention. When an automotive manufacturer subsidizes the finance rate, we are compensated at contract inception for the present value of the difference between the manufacturer-supported customer rate and our standard rate. For a retail contract, we defer and recognize this amount as a yield adjustment over the life of the contract. For an operating lease contract, this payment reduces our cost basis in the underlying operating lease asset.

Automotive manufacturers may also elect to sponsor incentives, referred to as residual support, on operating leases. When an automotive manufacturer provides residual support, we receive payment at contract inception that increases the contractual operating lease residual value resulting in a lower operating lease payment from the customer. The payment received from the automotive manufacturer reduces our cost basis in the underlying operating lease asset. Other operating lease incentive programs sponsored by automotive manufacturers may be made at contract inception indirectly through dealers, which also reduces our cost basis in the underlying operating lease asset.

Under what the automotive finance industry refers to as “pull-ahead programs,” consumers may be encouraged by the manufacturer to terminate operating leases early in conjunction with the acquisition of a new vehicle. As part of these programs, we may waive all or a portion of the customer’s remaining payment obligation. Under most programs, the automotive manufacturer compensates us for a portion of the foregone revenue from the waived payments. This compensation may be partially offset to the extent that our remarketing sales proceeds are higher than otherwise would be realized if the vehicle had been remarketed upon contract maturity.

Servicing

We have historically serviced all retail contracts and operating leases we originated, including a small amount of retail contracts originated as held-for-sale. On both an ongoing and periodic basis, we sell a portion of the retail contracts we originate through whole-loan sales and securitizations, but generally retain the right to service and earn a servicing fee for our servicing functions. As of December 31, 2025, we serviced 89% of our consumer automotive loan portfolio, compared to 91% as of December 31, 2024.

Servicing activities consist largely of collecting and processing customer payments, responding to customer concerns and inquiries, processing customer requests (including those for payoff quotes, total-loss handling, and payment modifications), maintaining a perfected security interest in the financed vehicle, engaging in collections activity, and disposing of off-lease and repossessed vehicles. Servicing activities are generally consistent across our Automotive Finance operations; however, certain practices may be influenced by state laws.

Our customers have the option to receive monthly billing statements and remit payment by mail or through electronic fund transfers, or to establish online web-based account administration through Ally Auto Online Services. Customer payments are processed by regional third-party processing centers that electronically transfer payment information to customers’ accounts.

Collections activity includes initiating contact with customers who fail to comply with the terms of the retail contract or operating lease agreement by sending reminder notices or contacting customers via various channels when an account becomes 3 to 7 days past due. The type of collection treatment and level of intensity increases as the account becomes more delinquent. The nature and timing of these activities depend on the repayment risk of the account.

During the collections process, we may offer a payment extension to a customer experiencing temporary financial difficulty. A payment extension enables the customer to delay monthly payments for 30 or 60 days. Extensions granted to a customer typically do not exceed 90 days in the aggregate during any 12-month period or 180 days in aggregate over the life of the contract. During the extension period, finance charges continue to accrue. If the customer’s financial difficulty is not temporary but we believe the customer is willing and able to repay their loan at a lower payment amount, we may offer to modify the remaining obligation, extending the term. In the event of an extension, the outstanding balance generally remains unchanged. The use of extensions and other modifications help us mitigate financial loss. Extensions may assist in cases where we believe the customer will recover from short-term financial difficulty and resume regularly scheduled payments. To be eligible for an extension, customers are required to provide information about their financial hardship including income, vehicle information, and loan terms. Modifications may also be utilized in cases where we believe customers can fulfill the obligation with lower payments over a longer period. Before offering a modification, we evaluate and take into account the capacity of the customer to meet the revised payment terms. We generally do not consider extensions that fall within our policy guidelines to represent more than an insignificant delay in payment, and therefore, they are not considered loan modifications for reporting purposes within the Loan Modifications with Borrowers Experiencing Financial Difficulty section of Note 9 to the Consolidated Financial Statements. Our extension program requires that customers provide an upfront payment prior to the extension being processed. The extension and associated upfront payment are structured to allow the combination of the extension and any collected payments to resolve the account’s delinquency. We actively monitor the stick and recidivism rates for at least 12 months following an extension, in line with our risk appetite. At December 31, 2025, 14.6% of the total amount outstanding in the servicing portfolio had been granted an extension or was modified, compared to 15.0% at December 31, 2024.

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Ally Financial Inc. • Form 10-K

Subject to legal considerations, we generally begin repossession activity once an account is at least 90 days past due. Repossession may occur earlier if we determine the customer is unwilling to pay, the vehicle is in danger of being damaged or hidden, or the customer voluntarily surrenders the vehicle. We assign accounts to approved third-party repossession vendors, who handle the repossession activity on our behalf. Any disruptions in the repossession process could impact our ability to timely or successfully repossess the vehicle. At the time of repossession, the account is written down to the estimated collateral value and reclassified to other assets on our Consolidated Balance Sheet. Generally, after repossession, the customer is given a period of time to redeem the vehicle or reinstate the contract by paying off the account or bringing the account current, respectively. If the vehicle is not redeemed or the contract is not reinstated, the vehicle is sold at auction. Generally, the proceeds do not cover the unpaid customer balance, including unpaid earned finance charges and allowable expenses, and any remaining deficiency after consideration of previous write-downs is charged-off, if applicable. Asset recovery centers pursue collections on accounts that have been charged-off, including those accounts where the vehicle was repossessed, and skip accounts where the vehicle cannot be located.

Our total consumer automotive loan and lease serviced portfolio was $88.2 billion and $86.9 billion at December 31, 2025, and 2024, respectively, compared to our on-balance sheet consumer automotive loan and lease serviced portfolio of $85.1 billion and $84.0 billion at December 31, 2025, and 2024.

Remarketing and Sales of Leased Vehicles

When we acquire an operating lease, we assume ownership of the vehicle from the dealer. Neither the consumer nor the dealer is responsible for the value of the vehicle at the time of lease termination. When vehicles are not purchased by customers or the receiving dealer at scheduled lease termination, the vehicle is returned to us for remarketing. We generally bear the risk of loss to the extent the value of a leased vehicle upon remarketing is below the expected residual value after adjusting for any residual value guarantees. Conversely, we may recognize a remarketing gain when the proceeds from a returned vehicle are greater than the expected residual value after adjusting for any residual value guarantees. Our ability to efficiently process and effectively market off-lease vehicles in consideration of any residual value guarantees affects the disposal costs and the proceeds realized from vehicle sales. Our methods of vehicle sales at lease termination primarily include the following:

•Sale to lessee — The lessee has the first opportunity to purchase the off-lease vehicle at the end of the lease term for the price stated in the lease agreement, which equals the contract residual value determined at origination.

•Sale to dealer — After the lessee declines an option to purchase the off-lease vehicle, the dealer who accepts it has the opportunity to purchase it directly from us at a price we define.

•Internet auctions — Once the lessee and the dealer decline to purchase the off-lease vehicle, we offer it to dealers and other third parties through our proprietary internet site (SmartAuction). Through SmartAuction, we seek to maximize the net sales proceeds from an off-lease vehicle by reducing the time between vehicle return and ultimate disposition, reducing holding costs, and broadening the number of prospective buyers. We use SmartAuction for our own vehicles and make it available for third-party use. We earn a service fee for every third-party vehicle sold through SmartAuction, which includes the cost of ClearGuard coverage, our protection product designed to assist in minimizing the risk to dealers of arbitration claims for eligible vehicles. In 2025, approximately 573,000 vehicles were sold through SmartAuction, as compared to approximately 556,000 in 2024.

•Physical auctions — We dispose of an off-lease vehicle not purchased at termination by the lessee or dealer or sold on SmartAuction through traditional third-party, physical auctions. We are responsible for handling decisions at the auction including arranging for inspections, authorizing repairs and reconditioning, and determining whether bids received at auction should be accepted.

We employ an internal team, including statisticians, to manage our analysis of projected used vehicle values and residual risk. This team aids in the pricing of new operating leases, managing the disposal process including vehicle concentration risk, geographic optimization of vehicles to maximize gains, disposal platform (internet vs. physical), and evaluating our residual risk on a real-time basis. This team tracks market movements of used vehicles using data down to the VIN level including trim and options, vehicle age, mileage, and seasonality factors that we feel are more relevant than other published indices (for example, Manheim, NADA). This analysis includes vehicles sold on our SmartAuction platform, as well as vehicles sold through Manheim, ADESA, and over 200 independent physical auction sites. We believe this analysis gives us a competitive advantage over our peers.

Commercial Automotive Financing

Automotive Wholesale Dealer Financing

One of the most important aspects of our dealer relationships is providing wholesale floorplan financing for new- and used-vehicle inventories at dealerships. Wholesale floorplan financing, including syndicated loan arrangements, represents the largest portion of our commercial automotive financing business and is the primary source of funding for dealers’ purchases of new and used vehicles.

Wholesale floorplan financing is generally extended in the form of lines of credit to individual dealers. These lines of credit are secured by the vehicles financed and all other vehicle inventory, which provide strong collateral protection in the event of dealership default. Additional collateral (for example, blanket lien over all dealership assets) or other credit enhancements (for example, personal guarantees from dealership owners) are generally obtained to further mitigate credit risk. Furthermore, in some cases, we may benefit from situations where an automotive manufacturer repurchases vehicles. These repurchases may serve as an additional layer of protection in the event of

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Ally Financial Inc. • Form 10-K

repossession of dealership new-vehicle inventory or dealership franchise termination. The amount we advance to dealers for a new vehicle is equal to 100% of the manufacturer’s wholesale invoice price, subject to payment curtailment schedules. The amount we advance to dealers for a used vehicle is typically 90–100% of the dealer’s cost of acquiring it. Interest on wholesale floorplan financing is generally payable monthly. The majority of wholesale floorplan financing is structured to yield interest at a floating rate indexed to the Prime Rate. The rate for a particular dealer is based on, among other things, competitive factors, the size of the account, and the dealer’s creditworthiness. Additionally, under our Ally Dealer Rewards Program, dealers benefit in certain circumstances from wholesale floorplan financing incentives, which we pay and account for as a reduction to interest income in the period they are earned.

Under our wholesale floorplan financing agreement, a dealership is generally required to pay the principal amount financed for a vehicle within a specified number of days following the dealership’s sale or lease of the vehicle. The agreement also affords us the right to demand payment of all amounts owed under the wholesale credit line at any time. We, however, generally make this demand only if we terminate the credit line, the dealer defaults, or a risk-based reason exists to do so.

Commercial Wholesale Financing Volume

The following table presents the percentage of average balance of our commercial wholesale floorplan finance receivables, in dollars, by product type and by channel.

Average balance

Year ended December 31, ($ in millions)

2025

2024

2023

Stellantis new vehicles

29 

%

38 

%

40 

%

GM new vehicles

27 

25 

22 

Other new vehicles

24 

20 

14 

Used vehicles

20 

17 

24 

Total

100 

%

100 

%

100 

%

Total commercial wholesale finance receivables

$

15,156 

$

17,361 

$

14,223 

Average commercial wholesale financing receivables outstanding decreased $2.2 billion during the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was primarily due to a decrease within the Stellantis dealer channel.

Carvana's commercial line of credit totals $1.5 billion, with a scheduled maturity in the second quarter of 2027. The line of credit represents a commitment to fund Carvana’s wholesale floorplan financing of used vehicles and is consistent in form and structure with our other wholesale floorplan financing arrangements. This includes the line of credit being fully collateralized to mitigate counterparty credit risk in the event of a default. At December 31, 2025, Carvana’s gross wholesale floorplan assets outstanding balance was $58 million.

Other Commercial Automotive Financing

We also provide other forms of commercial financing for the automotive industry including automotive dealer term and revolving loans and automotive fleet financing. Automotive dealer term and revolving loans are loans that we make to dealers to finance other aspects of the dealership business, including acquisitions. These loans are usually secured by real estate or other dealership assets and are typically personally guaranteed by the individual owners of the dealership. Additionally, these loans generally include cross-collateral and cross-default provisions. Automotive fleet financing credit lines may be obtained by dealers, their affiliates, and other independent companies that are used to purchase vehicles, which they lease or rent to others. The average balance of other commercial automotive loans increased $11 million to $6.4 billion for the year ended December 31, 2025, compared to the year ended December 31, 2024.

Servicing and Monitoring

We service all of the wholesale credit lines in our portfolio and the associated wholesale automotive finance receivables. A statement setting forth billing and account information is distributed on a monthly basis to each dealer. Interest and other nonprincipal charges are billed in arrears and are required to be paid immediately upon receipt of the monthly billing statement. Generally, dealers remit payments to us through Automated Clearing House (ACH) transactions initiated by the dealer through a secure web application.

We manage risk related to wholesale floorplan financing by assessing dealership borrowers using a proprietary model based on various factors, including their capital sufficiency, operating performance, and credit and payment history. This model assigns dealership borrowers a risk rating that affects the amount of the line of credit and the ongoing risk management of the account. We monitor the level of borrowing under each dealer’s credit line daily. We may adjust the dealer’s credit line if warranted, based on the dealership’s vehicle sales rate, and temporarily suspend the granting of additional credit, or take other actions following evaluation and analysis of the dealer’s financial condition.

We periodically inspect and verify the existence of dealer vehicle inventories. The timing of these collateral audits varies, and no advance notice is given to the dealer. Among other things, audits are intended to assess dealer compliance with the financing agreement and confirm the status of our collateral.

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Ally Financial Inc. • Form 10-K

Insurance

Results of Operations

The following table summarizes the operating results of our Insurance operations. The amounts presented are before the elimination of balances and transactions with our other reportable segments.

Year ended December 31, ($ in millions)

2025

2024

2023

Favorable/(unfavorable) 2025-2024

% change

Favorable/(unfavorable) 2024–2023 % change

Insurance premiums and other income

Insurance premiums and service revenue earned

$

1,450 

$

1,413 

$

1,271 

3

11

Interest and dividends on investment securities, cash and cash equivalents, and other earning assets, net (a)

129 

114 

104 

13

10

Other gain on investments, net (b)

132 

80 

144 

65

(44)

Other income, net of losses

14 

14 

13 

—

8

Total insurance premiums and other income

1,725 

1,621 

1,532 

6

6

Expense

Insurance losses and loss adjustment expenses

616 

544 

422 

(13)

(29)

Acquisition and underwriting expense

Compensation and benefits expense

113 

108 

108 

(5)

—

Insurance commissions expense

628 

647 

636 

3

(2)

Other expenses

168 

154 

150 

(9)

(3)

Total acquisition and underwriting expense

909 

909 

894 

—

(2)

Total expense

1,525 

1,453 

1,316 

(5)

(10)

Income from continuing operations before income tax expense

$

200 

$

168 

$

216 

19

(22)

Total assets

$

9,931 

$

9,325 

$

9,081 

6

3

Insurance premiums and service revenue written

$

1,503 

$

1,472 

$

1,275 

2

15

Combined ratio (c)

104.2 

%

101.9 

%

102.4 

%

(a)Includes interest expense of $59 million, $54 million, and $45 million for the years ended December 31, 2025, 2024, and 2023, respectively.

(b)Includes net unrealized gains on equity securities of $44 million for the year ended December 31, 2025, net unrealized losses on equity securities of $3 million for the year ended December 31, 2024, and net unrealized gains on equity securities of $110 million for the year ended December 31, 2023.

(c)Management uses a combined ratio as a primary measure of underwriting profitability. Underwriting profitability is indicated by a combined ratio under 100% and is calculated as the sum of all incurred losses and expenses (excluding interest and income tax expense) divided by the total of premiums and service revenue earned and other income (excluding interest, dividends, and other investment activity).

2025 Compared to 2024

Our Insurance operations earned income from continuing operations before income tax expense of $200 million for the year ended December 31, 2025, compared to $168 million for the year ended December 31, 2024. The increase for the year ended December 31, 2025, was primarily driven by higher other gain on investments, net, and higher insurance premiums and service revenue earned. The increase was partially offset by higher insurance losses and loss adjustment expenses.

Insurance premiums and service revenue earned was $1.5 billion for the year ended December 31, 2025, compared to $1.4 billion for the year ended December 31, 2024. The increase for the year ended December 31, 2025, was primarily due to growth in our P&C business driven by growth in our vehicle inventory insurance business, and higher volume of GAP and other ancillary F&I products. The increase was partially offset by lower VSC volume.

Other gain on investments, net was $132 million for the year ended December 31, 2025, compared to $80 million for the year ended December 31, 2024. This included realized capital gains of $88 million during the year ended December 31, 2025, compared to $83 million for the year ended December 31, 2024. The increase for the year ended December 31, 2025, was driven by net unrealized gains on equity securities of $44 million for the year ended December 31, 2025, compared to net unrealized losses on equity securities of $3 million during the year ended December 31, 2024.

Insurance losses and loss adjustment expenses totaled $616 million for the year ended December 31, 2025, compared to $544 million for the year ended December 31, 2024. The increase for the year ended December 31, 2025, was primarily due to higher weather losses driven by growth in our vehicle inventory insurance business. Weather-related loss and loss adjustment expenses from our vehicle inventory insurance business were $174 million during the year ended December 31, 2025, compared to $122 million during the year ended December 31, 2024. We utilized our excess of loss reinsurance and ceded weather-related losses on our vehicle inventory insurance business during the first three quarters of 2024, and the first quarter of 2025, as losses exceeded the retention limit, helping to partially mitigate the impact of weather

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Ally Financial Inc. • Form 10-K

losses, primarily due to severe hailstorms. In April 2025, we renewed our annual excess of loss reinsurance agreement and continue to utilize this coverage for our vehicle inventory insurance to manage our risk of weather-related losses, under which retention limits vary for each quarter.

Our combined ratio was 104.2% for the year ended December 31, 2025, compared to 101.9% for the year ended December 31, 2024. The increase for the year ended December 31, 2025, was primarily driven by growth in our P&C business, which had higher earned premiums that were more than offset by higher losses.

Premium and Service Revenue Written

The following table summarizes premium and service revenue written by product, net of premiums ceded to reinsurers, and premiums and service revenue assumed from third parties. VSC and GAP revenue are earned over the life of the service contract on a basis proportionate to the anticipated loss pattern. Refer to Note 3 to the Consolidated Financial Statements for further discussion of this revenue stream.

Year ended December 31, ($ in millions)

2025

2024

2023

Finance and insurance products

Vehicle service contracts

$

672 

$

733 

$

713 

Guaranteed asset protection and other finance and insurance products (a)

337 

275 

233 

Total finance and insurance products

1,009 

1,008 

946 

Property and casualty insurance (b)

450 

416 

287 

Other premium and service revenue written (c)

44 

48 

42 

Total

$

1,503 

$

1,472 

$

1,275 

(a)Other financial and insurance products include VMCs, ClearGuard, and other ancillary products.

(b)P&C insurance includes vehicle inventory insurance and dealer ancillary products including property and liability coverage earned on a straight-line basis.

(c)Primarily includes non-automotive assumed reinsurance and revenue associated with performing services as an underwriting carrier.

Insurance premiums and service revenue written increased $31 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily due to higher written premiums from our P&C business primarily driven by growth in vehicle inventory insurance business relationships, increasing our market share, and higher GAP and other finance and insurance products. The increase was partially offset by lower VSC volume.

Cash and Investments

A significant aspect of our Insurance operations is the investment of proceeds from premiums and other revenue sources. We use these investments to satisfy our obligations related to future claims at the time these claims are settled. Our Insurance operations have an Investment Committee, which develops guidelines and strategies for these investments. The guidelines established by this committee reflect our risk appetite, liquidity requirements, regulatory requirements, and rating agency considerations, among other factors.

The following table summarizes the composition of our Insurance operations cash and investment portfolio at fair value.

December 31, ($ in millions)

2025

2024

Cash and cash equivalents

Noninterest-bearing cash

$

120 

$

91 

Interest-bearing cash

508 

527 

Total cash and cash equivalents

628 

618 

Equity securities

875 

867 

Available-for-sale securities

Debt securities

U.S. Treasury and federal agencies

597 

464 

U.S. States and political subdivisions

314 

361 

Foreign government

188 

194 

Agency mortgage-backed residential

1,129 

853 

Mortgage-backed residential

198 

206 

Corporate debt

1,912 

1,754 

Total available-for-sale securities (amortized cost basis of $4,609 and $4,274)

4,338 

3,832 

Total cash, cash equivalents, and securities

$

5,841 

$

5,317 

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Management’s Discussion and Analysis

Ally Financial Inc. • Form 10-K

In addition to these cash and investment securities, the Insurance segment has interest-bearing intercompany arrangements with Corporate and Other, callable on demand. The intercompany loan balance due to Insurance was $807 million and $864 million at December 31, 2025, and December 31, 2024, respectively, and related interest income of $19 million and $16 million was recognized for the year ended December 31, 2025, and 2024.

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Ally Financial Inc. • Form 10-K

Corporate Finance

Results of Operations

The following table summarizes the activities of our Corporate Finance operations. The amounts presented are before the elimination of balances and transactions with our reportable segments.

Year ended December 31, ($ in millions)

2025

2024

2023

Favorable/(unfavorable) 2025-2024

% change

Favorable/(unfavorable) 2024-2023 % change

Net financing revenue and other interest income

Interest and fees on finance receivables and loans

$

924 

$

995 

$

967 

(7)

3

Interest on loans held-for-sale

8 

11 

13 

(27)

(15)

Interest expense

498 

550 

550 

9

—

Net financing revenue and other interest income

434 

456 

430 

(5)

6

Total other revenue

104 

123 

104 

(15)

18

Total net revenue

538 

579 

534 

(7)

8

Provision for credit losses

31 

8 

52 

n/m

85

Noninterest expense

Compensation and benefits expense

82 

80 

78 

(3)

(3)

Other operating expenses

60 

57 

50 

(5)

(14)

Total noninterest expense

142 

137 

128 

(4)

(7)

Income from continuing operations before income tax expense

$

365 

$

434 

$

354 

(16)

23

Total assets

$

12,989 

$

9,704 

$

11,212 

34

(13)

n/m = not meaningful

2025 Compared to 2024

Our Corporate Finance operations earned income from continuing operations before income tax expense of $365 million for the year ended December 31, 2025, compared to $434 million for the year ended December 31, 2024. The decrease for the year ended December 31, 2025, was primarily due to lower net financing revenue and other interest income, lower total other revenue, and higher provision for credit losses.

Net financing revenue and other interest income was $434 million for the year ended December 31, 2025, compared to $456 million for the year ended December 31, 2024. The decrease for the year ended December 31, 2025, was primarily driven by lower accelerated deferred fees from early loan payoffs, which were elevated during the year ended December 31, 2024.

Other revenue decreased $19 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was primarily driven by lower fee income, including lower fees on revolving credit lines due to higher utilization as compared to the year ended December 31, 2024.

The provision for credit losses increased $23 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily driven by portfolio growth. Refer to the Risk Management section of this MD&A for further discussion on our provision for credit losses.

Total noninterest expense increased $5 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily due to higher direct and allocated expenses related to the growth of the business.

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Ally Financial Inc. • Form 10-K

Credit Portfolio

The following table presents loans held-for-sale, the amortized cost basis of finance receivables and loans outstanding, unfunded lending commitments, and total serviced loans of our Corporate Finance operations. As of December 31, 2025, 65% of our loans and 64% of our lending commitments were asset based, with all in a first-lien position. Additionally, total criticized exposures were 9.7% and 14.2% of total Corporate Finance finance receivables and loans at December 31, 2025, and December 31, 2024, respectively.

December 31, ($ in millions)

2025

2024

Loans held-for-sale, net

$

87 

$

105 

Finance receivables and loans (a)

$

12,930 

$

9,593 

Unfunded lending commitments (b)

$

8,526 

$

7,913 

Total serviced loans

$

15,127 

$

12,820 

(a)Includes $10.2 billion and $8.1 billion of commercial and industrial loans at December 31, 2025, and December 31, 2024, respectively, and $2.7 billion and $1.5 billion of commercial real estate loans at December 31, 2025, and December 31, 2024, respectively. Our commercial real estate loans are primarily focused on lending to skilled nursing facilities, senior housing, and medical office buildings. There are no exposures related to commercial office buildings.

(b)Includes unused revolving credit line commitments for loans held-for-sale and finance receivables and loans, signed commitment letters, and standby letter of credit facilities, which are issued on behalf of clients and may contingently require us to make payments to a third-party beneficiary in the event of a draw by the beneficiary thereunder. As many of these commitments are subject to borrowing base agreements and other restrictive covenants or may expire without being fully drawn, the stated amounts of these unfunded commitments are not necessarily indicative of future cash requirements.

The following table presents the percentage of total finance receivables and loans of our Corporate Finance operations by industry concentration. The finance receivables and loans are reported at amortized cost basis.

December 31,

2025

2024

Industry

Financial services (a)

43.0 

%

42.1 

%

Health services

20.7 

15.1 

Services

13.2 

14.3 

Chemicals and metals

7.1 

7.4 

Machinery, equipment, and electronics

5.5 

6.7 

Automotive and transportation

4.6 

7.0 

Wholesale

2.7 

3.0 

Construction

1.2 

1.3 

Retail trade

0.8 

1.0 

Other manufactured products

0.7 

1.5 

Other

0.5 

0.6 

Total finance receivables and loans

100.0 

%

100.0 

%

(a)Primarily relates to our Private Credit Finance portfolio. All of the portfolio is performing and rated pass.

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Corporate and Other

The following table summarizes the activities of Corporate and Other, which primarily consist of centralized corporate treasury activities such as management of the cash and corporate investment securities and loan portfolios, short- and long-term debt, retail and brokered deposit liabilities, derivative instruments, original issue discount, and the residual impacts of our corporate FTP and treasury ALM activities. Corporate and Other also includes certain equity investments, which primarily consist of FHLB and FRB stock as well as other strategic investments through Ally Ventures, the management of our consumer mortgage portfolio, the activity related to Ally Invest, Ally Lending, Ally Credit Card, CRA loans and investments, and reclassifications and eliminations between the reportable operating segments. Additionally, Corporate and Other includes costs that are not allocated to our reportable operating segments as part of our COH methodology, which involves management judgment. Refer to Note 26 to the Consolidated Financial Statements for more information.

Year ended December 31, ($ in millions)

2025

2024

2023

Favorable/(unfavorable)

2025-2024 % change

Favorable/(unfavorable)

2024–2023

% change

Net financing revenue and other interest income

Interest and fees on finance receivables and loans (a)

$

668 

$

1,268 

$

1,879 

(47)

(33)

Interest on loans held-for-sale

6 

36 

14 

(83)

157

Interest and dividends on investment securities and other earning assets (b)

823 

909 

896 

(9)

1

Interest on cash and cash equivalents

353 

362 

319 

(2)

13

Total financing revenue and other interest income

1,850 

2,575 

3,108 

(28)

(17)

Interest expense

Original issue discount amortization (c)

74 

68 

61 

(9)

(11)

Other interest expense (d)

1,346 

2,534 

2,877 

47

12

Total interest expense

1,420 

2,602 

2,938 

45

11

Net financing revenue and other interest income

430 

(27)

170 

n/m

(116)

Other revenue

(Loss) gain on mortgage and automotive loans, net

(28)

21 

16 

n/m

31

Other loss on investments, net

(493)

(9)

— 

n/m

n/m

Other income, net of losses

170 

162 

144 

5

13

Total other revenue

(351)

174 

160 

n/m

9

Total net revenue

79 

147 

330 

(46)

(55)

Provision for credit losses

(263)

253 

298 

n/m

15

Total noninterest expense (e) (f)

1,496 

1,476 

1,713 

(1)

14

Loss from continuing operations before income tax benefit

$

(1,154)

$

(1,582)

$

(1,681)

27

6

Total assets

$

57,329 

$

59,750 

$

60,735 

(4)

(2)

n/m = not meaningful

(a)Includes financing revenue from our consumer mortgage portfolio and impacts associated with hedging activities within our automotive loan portfolio. Additionally includes financing revenue from our consumer other portfolios prior to the completion of the sale of Ally Credit Card on April 1, 2025.

(b)Includes impacts associated with hedging activities of our available-for-sale securities.

(c)Amortization is included as interest on long-term debt in our Consolidated Statement of Income.

(d)Includes the residual impacts of our FTP methodology and impacts of hedging activities of certain debt obligations.

(e)Includes reductions of $885 million, $822 million, and $756 million for the years ended December 31, 2025, 2024, and 2023, respectively, related to the allocation of COH expenses to other segments. The receiving segments record their allocation of COH expense within other operating expense.

(f)Includes impairment of goodwill related to Ally Credit Card of $305 million and $118 million for the years ended December 31, 2025, and 2024, respectively. Additionally, there was a $149 million impairment of goodwill related to the transfer of Ally Lending to held-for-sale for the year ended December 31, 2023. We closed the sales of Ally Credit Card on April 1, 2025, and Ally Lending on March 1, 2024. Refer to Note 13 to the Consolidated Financial Statements for additional information on Ally Credit Card.

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Ally Financial Inc. • Form 10-K

The following table summarizes total assets for Corporate and Other.

December 31, ($ in millions)

2025

2024

Cash and cash equivalents and securities

$

32,408 

$

32,599 

Other investments

3,605 

3,442 

Mortgage finance receivables and loans, net

15,560 

17,215 

Credit card finance receivables and loans, net (a)

— 

1,975 

Other (b)

5,756 

4,519 

Total assets

$

57,329 

$

59,750 

(a)We closed the sale of Ally Credit Card on April 1, 2025. Refer to Note 2 to the Consolidated Financial Statements for additional information.

(b)Primarily includes net deferred tax assets and net property and equipment. Refer to Note 13 to the Consolidated Financial Statements for additional information.

The following table presents the scheduled remaining amortization of the original issue discount at December 31, 2025.

Year ended December 31, ($ in millions)

2026

2027

2028

2029

2030

2031 and thereafter (a)

Total

Original issue discount

Outstanding balance at year end

$

607 

$

512 

$

405 

$

282 

$

139 

$

— 

Total amortization (b)

82 

95 

107 

123 

143 

139 

$

689 

(a)The maximum annual scheduled amortization for any individual year is $143 million in 2030.

(b)The amortization is included as interest on long-term debt in the Consolidated Statement of Income.

2025 Compared to 2024

Corporate and Other incurred a loss from continuing operations before income tax benefit of $1.2 billion for the year ended December 31, 2025, compared to a loss of $1.6 billion for the year ended December 31, 2024. The decrease in loss for the year ended December 31, 2025, was primarily driven by lower provision for credit losses and higher net financing revenue, partially offset by lower total other revenue.

Total financing revenue and other interest income was $1.9 billion for the year ended December 31, 2025, compared to $2.6 billion for the year ended December 31, 2024. The decrease for the year ended December 31, 2025, was primarily driven by lower average assets due to the sale of Ally Credit Card on April 1, 2025, lower income from our hedging activities, and the continued run-off of our consumer mortgage portfolio.

Total interest expense decreased $1.2 billion for the year ended December 31, 2025, compared to the year ended December 31, 2024. Interest expense in our Corporate and Other segment includes our external borrowing costs less the amount charged to our operating segments, which is based on our FTP methodology. The decrease in interest expense for the year ended December 31, 2025, was primarily driven by a lower interest rate environment and the sale of Ally Credit Card.

Total other revenue decreased $525 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was driven by a balance sheet repositioning of a portion of our available-for-sale securities during the first quarter of 2025. Additionally, the decrease was driven by lower late charges and other administrative fees as a result of the sale of Ally Credit Card. Refer to Note 8 to the Consolidated Financial Statements for additional information on the balance sheet repositioning.

The provision for credit losses decreased $516 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was driven by a provision benefit associated with the sale of Ally Credit Card, as well as lower net charge-offs as a result of the sale. Refer to the Risk Management section of this MD&A for further discussion on our provision for credit losses.

Noninterest expense increased $20 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase in noninterest expense included impairments of goodwill associated with Ally Credit Card of $305 million and $118 million during the years ended December 31, 2025, and 2024, respectively. The increase was partially offset by lower operating expenses as a result of the sales of Ally Credit Card and Ally Lending, combined with the continued run-off of our consumer mortgage portfolio. Refer to Note 13 to the Consolidated Financial Statements for additional information on the impairment of goodwill.

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Cash and Securities

The following table summarizes the composition of the cash and securities portfolio at fair value for Corporate and Other.

December 31, ($ in millions)

2025

2024

Cash and cash equivalents

Noninterest-bearing cash

$

285 

$

431 

Interest-bearing cash

9,117 

9,243 

Total cash and cash equivalents

9,402 

9,674 

Equity securities

— 

1 

Available-for-sale securities

Debt securities

U.S. Treasury and federal agencies

1,682 

1,409 

U.S. States and political subdivisions

237 

256 

Agency mortgage-backed residential

11,772 

12,800 

Agency mortgage-backed commercial

4,932 

3,984 

Asset-backed

12 

129 

Total available-for-sale securities (amortized cost basis of $21,216 and $22,536)

18,635 

18,578 

Held-to-maturity securities

Debt securities

Agency mortgage-backed residential

1,154 

739 

Mortgage-backed residential

3,246 

3,465 

Asset-backed retained notes

51 

89 

Total held-to-maturity securities (amortized cost basis of $4,371 and $4,346)

4,451 

4,293 

Total cash, cash equivalents, and securities

$

32,488 

$

32,546 

Other Investments

The following table summarizes other investments at carrying value for Corporate and Other. Refer to Note 1 to the Consolidated Financial Statements for further information on these investments.

($ in millions)

2025

2024

Other assets

Proportional amortization investments (a)

$

2,094 

$

2,131 

Nonmarketable equity investments

854 

730 

Equity-method investments (b)

657 

581 

Total other investments

$

3,605 

$

3,442 

(a)Proportional amortization investments includes qualifying LIHTC, NMTC, and HTC investments.

(b)Primarily comprises 82 and 66 investments made in connection with our CRA program at December 31, 2025, and December 31, 2024, respectively. The carrying value of these investments was $647 million and $573 million at December 31, 2025, and December 31, 2024, respectively.

Nonmarketable equity investments and equity-method investments include strategic investments made through Ally Ventures. Ally Ventures identifies, invests in, and builds relationships with key startups. At December 31, 2025, the carrying value of investments made through Ally Ventures was $38 million, comprising 18 investments, as compared to $36 million, comprising 19 investments at December 31, 2024. Refer to Note 13 to the Consolidated Financial Statements for additional information.

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Ally Financial Inc. • Form 10-K

Ally Invest

Ally Invest is our digital brokerage and advisory offering, which enables us to complement our competitive deposit products with low-cost and commission-free investing. The following table presents trading days and average customer trades per day, the number of funded accounts, total net customer assets, and total customer cash balances as of the end of each of the last five quarters.

December 31,

2025

September 30,

2025

June 30,

2025

March 31,

2025

December 31,

2024

Trading days (a)

63.0 

63.5 

62.0 

60.0 

63.0 

Average customer trades per day, (in thousands)

26.3 

26.6 

26.6 

30.6 

29.3 

Funded accounts (b) (in thousands)

534 

534 

532 

533 

532 

Total net customer assets (b) ($ in millions)

$

21,056 

$

21,049 

$

19,257 

$

17,130 

$

18,459 

Total customer cash balances (b) ($ in millions)

$

1,509 

$

1,508 

$

1,476 

$

1,406 

$

1,436 

(a)Represents the number of days the NYSE and other U.S. stock exchange markets are open for trading. A half day represents a day when the U.S. markets close early.

(b)Represents activity across the brokerage, robo and advisory portfolios.

During the year ended December 31, 2025, total funded accounts remained stable from the fourth quarter of 2024. Average customer trades per day decreased 10% from the fourth quarter of 2024, driven by evolving market conditions and customer engagement. Additionally, net customer assets increased 14% from the fourth quarter of 2024, as a result of changes in equity market valuations.

Mortgage

Mortgage operations consist of our held-for-sale and held-for-investment consumer mortgage loan portfolios. Consumer mortgage originations ceased during the second quarter of 2025, which has and will continue to result in a gradual run-off of our consumer mortgage loan portfolio.

The following table presents the net UPB, net UPB as a percentage of total, WAC, premium net of discounts, LTV, and FICO® Scores for the products in our consumer mortgage held-for-investment loan portfolio.

Product

Net UPB (a) ($ in millions)

% of total net UPB

WAC

Net premium (discount) ($ in millions)

Average refreshed LTV (b) (c)

Average refreshed FICO® (d)

December 31, 2025

Fixed-rate

$

15,583 

100 

3.14 

%

$

(11)

46.31 

%

782 

Total

$

15,583 

100 

3.14 

$

(11)

46.31 

782 

December 31, 2024

Adjustable-rate

$

450 

3 

4.36 

%

$

2 

46.01 

%

770 

Fixed-rate

16,793 

97 

3.15 

(10)

47.96 

782 

Total

$

17,243 

100 

3.18 

$

(8)

47.91 

782 

(a)Represents UPB, net of charge-offs.

(b)Updated home values were derived using a combination of appraisals, broker price opinions, automated valuation models, and metropolitan statistical area level house price indices.

(c)Consists of only first-lien mortgages.

(d)Updated to reflect changes in credit score since loan origination.

Ally Credit Card

On April 1, 2025, we closed the sale of Ally Credit Card. For further information, refer to Note 2 to the Consolidated Financial Statements.

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Risk Management

Managing the risk/reward trade-off is a fundamental component of operating our businesses, and all employees are responsible for managing risk. We use multiple layers of defense to identify, monitor, and manage current and emerging risks.

•Business lines — Responsible for owning and managing all the risks that emanate from their risk-taking activities, including business units and support functions.

•Independent risk management — Operates independent of the business lines and is responsible for establishing and maintaining our risk-management framework and promulgating it enterprise-wide. Independent risk management also provides an objective, critical assessment of risks and — through oversight, effective challenge, and other means — evaluates whether Ally remains aligned with its risk appetite.

•Internal audit — Provides its own independent assessments regarding the quality of our loan portfolios as well as the effectiveness of our risk management, internal controls, and governance. Internal audit includes Audit Services and the Loan Review Group.

Our risk-management framework is overseen by the RC. The RC sets the risk appetite across our company while risk-oriented management committees, the executive leadership team, and our associates identify and monitor current and emerging risks and manage those risks within our risk appetite. Our primary types of risks include the following:

•Credit risk — The risk of loss arising from an obligor not meeting its contractual obligations to us.

•Insurance/underwriting risk — The risk of loss or of adverse change in the value of insurance liabilities, due to inadequate pricing and provisioning assumptions.

•Liquidity risk — The risk that our financial condition or overall safety and soundness is adversely affected by the actual or perceived inability to liquidate assets or obtain adequate funding or to easily unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions. Refer to discussion in the section titled Liquidity Management, Funding, and Regulatory Capital within this MD&A.

•Market risk — The risk that movements in market variables such as benchmark interest rates, investors’ required risk premium, foreign-exchange rates, equity prices, and used car prices may adversely affect our earnings, capital, or economic value. Market risk includes interest rate risk, investment risk, and lease residual risk.

•Business/strategic risk — The risk of financial underperformance resulting from the pursuit of business plans that turn out to be unsuccessful due to a variety of factors (for example, poor implementation or a lack of responsiveness to changes in the banking industry and operating environment).

•Reputation risk — The risk arising from negative public opinion on our business practices, whether true or not, leading to financial risk such as a decline in customer satisfaction, brand sentiment, customer base, revenue, or result in legal or compliance action towards us.

•Model risk — The potential for adverse consequences from decisions based on incorrect or misused model assumptions, inputs, outputs, and reports. This risk may include fundamental errors within the model that produce inaccurate outputs or that the model is used incorrectly or inappropriately.

•Operational risk — Operational risk is the risk of loss or harm arising from inadequate or failed processes or systems, human factors, or external events and is inherent in all of our risk-generating activities.

•Information technology/cybersecurity/data risk — The risk resulting from the failure of, or insufficiency in, information technology (for example, a system outage) or intentional or accidental unauthorized access, sharing, removal, tampering, or disposal of company and customer data or records (for example, a cybersecurity incident), or the lack of data governance, the mismanagement of data, or poor data privacy and protection.

•Compliance risk — The risk of legal or regulatory sanctions, financial loss, or damage to reputation resulting from failure to comply with laws, regulations, rules, other regulatory requirements, or codes of conduct and other standards of SROs applicable to the banking organization (applicable rules and standards).

•Conduct risk — The risk of customer harm, employee harm, reputational damage, regulatory sanction, or financial loss resulting from inappropriate, unethical or unlawful behavior by Ally, or those of our employees or contractors that could lead to negative outcomes.

Our risk-governance structure starts within each business line, including committees established to oversee risk in their respective areas. The business lines are responsible for their risk-based performance and compliance with risk-management policies and applicable law. The independent risk-management function is accountable for independently identifying, monitoring, measuring, and reporting on our various risks and for designing an effective risk-management framework and structure. The independent risk-management function is also responsible for developing, maintaining, and implementing enterprise risk-management. In addition, the ERMC is responsible for supporting the Chief

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Risk Officer’s oversight of senior management’s responsibility to execute on our strategy within our risk appetite set by the RC, and the Chief Risk Officer’s implementation of our independent risk-management program. The Chief Risk Officer reports to the RC, as well as administratively to the CEO.

All business lines and corporate functions are subject to full and unrestricted audits by Audit Services. The Chief Audit Executive reports to the AC, as well as administratively to the CEO, and is primarily responsible for assisting the AC in fulfilling its governance and oversight responsibilities. Audit Services is granted free and unrestricted access to any and all of our records, physical properties, technologies, management, and employees.

In addition, our Loan Review Group provides an independent assessment of the quality of our extensions of credit and credit-risk-management practices, and all business lines that create or influence credit risk are subject to full and unrestricted reviews by the Loan Review Group. This group is also granted free and unrestricted access to any and all of our records, physical properties, technologies, management, and employees, and reports directly to the RC, as well as administratively to the Chief Audit Executive.

In addition to the primary risks that we manage, climate risk at Ally is currently not defined as a material risk and is being evaluated for the appropriateness of risk management routines. Climate-related risk refers to the risk of potential negative impacts of a changing climate on Ally’s operational or financial performance, including both physical and transition risks, and the risk associated with Ally’s impact on the environment. Refer to the section titled Climate-Related Risk within this section for more information.

Loan and Operating Lease Exposure

The following table summarizes the exposures from our loan and operating-lease activities based on our reportable operating segments.

December 31, ($ in millions)

2025

2024

Finance receivables and loans

Automotive Finance (a)

$

108,711 

$

106,655 

Insurance (b)

8 

15 

Corporate Finance

12,930 

9,593 

Corporate and Other (c) (d)

15,805 

19,767 

Total finance receivables and loans

137,454 

136,030 

Loans held-for-sale

Automotive Finance

12 

5 

Corporate Finance

87 

105 

Corporate and Other

450 

50 

Total loans held-for-sale

549 

160 

Total on-balance-sheet loans

138,003 

136,190 

Off-balance-sheet securitized loans

Automotive Finance

1,002 

1,730 

Whole-loan sales

Automotive Finance

2,190 

1,155 

Corporate and Other (d)

— 

86 

Total off-balance-sheet loans (e)

3,192 

2,971 

Operating lease assets

Automotive Finance

8,772 

7,991 

Total operating lease assets

8,772 

7,991 

Total loan and operating lease exposure

$

149,967 

$

147,152 

(a)Includes an asset of $7 million and a liability of $51 million associated with fair value hedging adjustments at December 31, 2025, and December 31, 2024, respectively. Refer to Note 21 to the Consolidated Financial Statements for additional information.

(b)Represents insurance advance agreements with dealers that we administer through a noninsurance entity. These advances are included within our automotive commercial and industrial portfolio class.

(c)Primarily includes our consumer mortgage portfolio at both December 31, 2025, and December 31, 2024.

(d)Includes Credit Card. We closed the sale of Ally Credit Card on April 1, 2025. Refer to Note 2 to the Consolidated Financial Statements for additional information.

(e)Represents the current unpaid principal balance of outstanding loans based on our customary representation and warranty provisions.

The risks inherent in our loan and operating lease exposures are largely driven by changes in the overall economy (including GDP trends and inflationary pressures), used vehicle and housing prices, unemployment levels, real personal income, household savings, and their impact on our borrowers. The potential financial statement impact of these exposures varies depending on the accounting classification and future

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expected disposition strategy. We retain most of our consumer automotive loans as they complement our core business model, but we do sell loans from time to time on an opportunistic basis. We ultimately manage the associated risks based on the underlying economics of the exposure. Our operating lease residual risk may be more volatile than credit risk in stressed macroeconomic scenarios. While all operating leases are exposed to potential reductions in used vehicle values, only those where we take possession of the vehicle are affected by potential reductions in used vehicle values.

•Finance receivables and loans — Loans that we have the intent and ability to hold for the foreseeable future or until maturity, or loans associated with an on-balance-sheet securitization classified as a secured borrowing. Finance receivables and loans are reported at their amortized cost basis, which includes the principal amount outstanding, net of unamortized deferred fees and costs on originated loans, unamortized premiums and discounts on purchased loans, unamortized basis adjustments arising from the designation of finance receivables and loans as the hedged item in qualifying fair value hedge relationships, and cumulative principal net charge-offs. We refer to the amortized cost basis less the allowance for loan losses as the net carrying value in finance receivables and loans. We manage the economic risks of these exposures, including credit risk, by adjusting underwriting standards and risk limits, augmenting our servicing and collection activities (including loan modifications and restructurings), and optimizing our product and geographic concentrations. We may use market-based instruments, such as derivatives, to hedge changes in the fair value of these loans.

•Loans held-for-sale — Loans that we do not have the intent and ability to hold for the foreseeable future or until maturity. These loans are recorded on our balance sheet at the lower of their net carrying value or fair market value and are evaluated by portfolio and product type. We manage the economic risks of these exposures, including market and credit risks, in various ways including the use of market-based instruments, such as derivatives.

•Off-balance sheet securitized loans — Loans that we transfer off-balance sheet to nonconsolidated variable interest entities. Our exposure is primarily limited to customary representation and warranty provisions. Similar to finance receivables and loans, we manage the economic risks of these exposures through activities including servicing and collections.

•Whole-loan sales — Loans that we transfer off-balance sheet to third-party investors. Our exposure is primarily limited to customary representation, warranty and covenant provisions. Similar to finance receivables and loans, we manage the economic risks of these exposures through activities including servicing and collections.

•Operating lease assets — The net book value of the automotive assets we lease includes the expected residual values upon remarketing the vehicles at the end of the lease and is reported net of accumulated depreciation. We are exposed to fluctuations in the expected residual value upon remarketing the vehicle at the end of the lease, and accordingly at contract inception, we determine pricing based on the projected residual value of the leased vehicle. This evaluation is primarily based on a proprietary model, which includes variables such as age, expected mileage, seasonality, segment factors, vehicle type, economic indicators, production cycle, automotive manufacturer incentives, and shifts in used vehicle supply. This internally generated data is compared against third-party, independent data for reasonableness. Periodically, we reassess the projected value of the leased vehicle at termination based on current market conditions in consideration of any OEM residual value guarantees and may adjust depreciation expense over the remaining life of the contract, or recognize impairment, if appropriate. At termination, our actual sales proceeds from remarketing the vehicle may be higher or lower than the estimated residual value, after adjusting for any OEM residual value guarantees, resulting in a gain or loss on remarketing recorded through depreciation expense. The balance sheet reflects both the operating lease asset as well as any associated rent receivables. The operating lease rent receivable is accrued when collection is reasonably assured and presented as a component of other assets. Operating lease assets are reviewed for impairment in accordance with applicable accounting standards.

Refer to the section titled Critical Accounting Estimates within this MD&A and Note 1 to the Consolidated Financial Statements for further information.

Credit Risk

Credit risk is defined as the risk of loss arising from an obligor not meeting its contractual obligations to us. Credit risk includes consumer credit risk, commercial credit risk, and counterparty credit risk.

Credit risk is a major source of potential economic loss to us. Credit risk is monitored by the executive leadership team and our associates, and is regularly reported to and reviewed with the RC. Management oversees credit decisioning, account servicing activities, and credit-risk-management processes, and manages credit risk exposures within our risk appetite. In addition, our Loan Review Group provides an independent assessment of the quality of our credit portfolios and credit-risk-management practices and reports its findings to the RC on a regular basis.

To mitigate risk, we have implemented specific policies and practices across business lines, utilizing both qualitative and quantitative analyses. This reflects our commitment to maintaining an independent and ongoing assessment of credit risk and credit quality. Our policies require an objective and timely assessment of the overall quality of the consumer and commercial loan and operating lease portfolios. This includes the identification of relevant trends that affect the collectability of the portfolios, microsegments of the portfolios that are potential problem areas, loans and operating leases with potential credit weaknesses, and the assessment of the adequacy of internal credit risk policies and procedures. Our consumer and commercial loan and operating lease portfolios are subject to periodic stress tests, which include economic

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scenarios whose severity mirrors those developed and distributed by the FRB to assess how the portfolios may perform in a severe economic downturn. In addition, we establish and maintain underwriting policies and limits across our portfolios and higher risk segments (for example, nonprime) based on our risk appetite.

Another important aspect to managing credit risk involves the need to carefully monitor and manage the performance and pricing of our loan products with the aim of generating appropriate risk-adjusted returns. When considering pricing, various granular risk-based factors are considered such as expected loss rates, loss volatility, anticipated operating costs, and targeted returns on equity. We carefully monitor credit losses and trends in credit losses relative to expected credit losses at contract inception. We closely monitor our loan performance and profitability in light of forecasted economic conditions and manage credit risk and expectations of losses in the portfolio.

We manage credit risk based on the risk profile of the borrower, the source of repayment, the underlying collateral, and current market and economic conditions. We monitor the credit risk profile of individual borrowers, various segmentations (for example, geographic region, product type, industry segment), as well as the aggregate portfolio. We perform quarterly analyses of the consumer automotive, consumer mortgage, consumer other, and commercial portfolios to assess the adequacy of the allowance for loan losses based on historical, current, and anticipated trends. Refer to Note 9 to the Consolidated Financial Statements for additional information.

Additionally, we utilize numerous collection strategies to mitigate loss and provide ongoing support to customers in financial distress. We have enhanced our collection strategies to include customized messaging, digital communication, and proactive monitoring of vendor performance. We may offer several types of assistance to aid our customers based on their willingness and ability to repay their loan. As part of certain programs, we offer loan modifications to qualified borrowers, including payment extensions, interest rate concessions, and principal forgiveness.

Furthermore, we manage our credit exposure to financial counterparties based on the risk profile of the counterparty. Within our policies we have established standards and requirements for managing counterparty risk exposures in a safe and sound manner. Counterparty credit risk is derived from multiple exposure types including derivatives, securities trading, securities financing transactions, lending arrangements, and certain cash balances. For more information on derivative counterparty credit risk, refer to Note 21 to the Consolidated Financial Statements.

We employ an internal team of economists to enhance our planning and forecasting capabilities. This team conducts industry and market research, monitors economic risks, and helps support various forms of scenario planning and stress testing. This group closely monitors macroeconomic trends, such as unemployment rate and sales of new light motor vehicles, given the nature of our business and the potential impacts on our exposure to risks. As of December 31, 2025, the unemployment rate increased to 4.4%. Sales of new light motor vehicles fell to an average annual rate of 15.7 million during the fourth quarter of 2025. Sales of new light motor vehicles remain below the pre-pandemic annual pace of 17.0 million in 2019, which has limited incoming used vehicle supply and supported used vehicle values. Additionally, used vehicle values may be impacted by availability, the price of new vehicles, or changes in customer preferences. However, macroeconomic risks remain elevated as a result of impacts from tariffs, inflation, consumer financial health, and geopolitical uncertainty.

Consumer Credit Portfolio

Our consumer loan portfolio primarily consists of automotive loans, first-lien mortgages, and home equity loans. Loan losses in our consumer loan portfolio are influenced by changes in the overall economy (including GDP trends and inflationary pressures), used vehicle and housing prices, unemployment levels, real personal income, household savings, and their impact on our borrowers. Additionally, our consumer credit exposure is significantly concentrated in automotive lending.

Credit risk management for the consumer loan portfolio begins with the initial underwriting and continues throughout a borrower’s credit life cycle. We manage consumer credit risk through our loan origination and underwriting policies and the credit approval process. We use proprietary credit-scoring models to differentiate the expected default rates of credit applicants enabling us to better evaluate credit applications for approval and to tailor the pricing and financing structure according to this assessment of credit risk. We continue to monitor loss performance across the risk spectrum, which enables us to implement risk mitigation strategies, including pricing increments and curtailment actions on underperforming microsegments. We continuously monitor and routinely update the inputs of the credit scoring models. These and other actions mitigate but do not eliminate credit risk. Ineffective evaluations of a borrower’s creditworthiness, fraud, or changes in the applicant’s financial condition after approval could negatively affect the quality of our portfolio, resulting in loan losses.

Our servicing activities are another important factor in managing consumer credit risk. Servicing activities consist of collecting and processing customer payments, responding to customer concerns and inquiries, processing customer requests (including those for payoff quotes, total-loss handling, and payment modifications), maintaining a perfected security interest in the financed vehicle, engaging in collections activity, and disposing of off-lease and repossessed vehicles. Servicing activities are generally consistent across our Automotive Finance operations; however, certain practices may be influenced by state laws.

During the year ended December 31, 2025, the credit performance of the consumer loan portfolio reflected our underwriting strategy to originate a diversified portfolio of consumer automotive loan assets, including new, used, and prime and nonprime finance receivables and loans. Consumer mortgage originations ceased during the second quarter of 2025, which has and will continue to result in a gradual run-off of our consumer mortgage loan portfolio. In addition, during the fourth quarter of 2025, we transferred $366 million of mortgage loans to held-for-sale. Following the expected sale of these mortgage loans, our consumer mortgage portfolio will be all first-lien fixed-rate mortgages. Prior to the sale of Ally Credit Card on April 1, 2025, the consumer loan portfolio also included revolving, unsecured loans through Ally

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Credit Card. For further information, refer to Note 2 to the Consolidated Financial Statements. The carrying value of our nonprime held-for-investment consumer automotive loans before allowance for loan losses represented approximately 10.1% and 9.7% of our total consumer automotive loans at December 31, 2025, and December 31, 2024, respectively. For information on our consumer credit risk practices and policies regarding delinquencies, nonperforming status, and charge-offs, refer to Note 1 to the Consolidated Financial Statements.

The following table includes consumer finance receivables and loans recorded at amortized cost basis.

Outstanding

Nonperforming

Accruing past due 90 days or more (a)

December 31, ($ in millions)

2025

2024

2025

2024

2025

2024

Consumer automotive (b) (c)

$

85,568 

$

83,757 

$

1,155 

$

1,231 

$

— 

$

— 

Consumer mortgage

15,572 

17,234 

62 

54 

— 

— 

Consumer other (d)

— 

2,294 

— 

90 

— 

— 

Total consumer finance receivables and loans

$

101,140 

$

103,285 

$

1,217 

$

1,375 

$

— 

$

— 

(a)Loans are generally in nonaccrual status when principal or interest has been delinquent for 90 days or more, or when full collection is not expected. Refer to Note 1 to the Consolidated Financial Statements for additional information on our accounting policy for finance receivables and loans on nonaccrual status.

(b)Certain finance receivables and loans are included in fair value hedging relationships. Refer to Note 21 to the Consolidated Financial Statements for additional information.

(c)Includes outstanding CSG loans of $9.0 billion and $9.3 billion at December 31, 2025, and December 31, 2024, respectively, and RV loans of $282 million and $360 million at December 31, 2025, and December 31, 2024, respectively.

(d)Consists of credit card finance receivables and loans. We closed the sale of Ally Credit Card on April 1, 2025. Refer to Note 2 to the Consolidated Financial Statements for additional information.

Total consumer finance receivables and loans decreased $2.1 billion to $101.1 billion at December 31, 2025, compared to December 31, 2024. The decrease was primarily due to the sale of Ally Credit Card, which closed on April 1, 2025. Additionally, our consumer mortgage finance receivables and loans decreased $1.7 billion, primarily due to portfolio runoff, as we ceased mortgage originations during the second quarter of 2025. The decrease in consumer finance receivables and loans was partially offset by an increase of $1.8 billion of consumer automotive finance receivables and loans, primarily due to loan originations outpacing portfolio paydown.

Total consumer nonperforming finance receivables and loans decreased $158 million to $1.2 billion at December 31, 2025, compared to December 31, 2024. Nonperforming consumer finance receivables and loans as a percentage of total outstanding consumer finance receivables and loans was 1.2% and 1.3% at December 31, 2025, and December 31, 2024, respectively.

Consumer automotive loans 30 days or more past due decreased $84 million to $4.5 billion at December 31, 2025, compared to December 31, 2024. During the year ended December 31, 2025, we observed a decline in delinquency trends within our consumer automotive portfolio, primarily driven by improvements from changes made to our underwriting strategies.

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The following table presents consumer net charge-offs and write-downs from transfers to loans held-for-sale from finance receivables and loans at amortized cost basis and related ratios.

Net charge-offs (recoveries)

Write-downs from transfers to

held-for-sale (a) (b)

Total

Net charge-off ratios (c)

Combined

ratios (d)

Year ended December 31, ($ in millions)

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

Consumer automotive

$

1,664 

$

1,810 

$

— 

$

5 

$

1,664 

$

1,815 

2.0 

%

2.2 

%

2.0 

%

2.2 

%

Consumer mortgage

(5)

(3)

5 

— 

— 

(3)

(0.1)

— 

— 

— 

Consumer other (e)

63 

232 

— 

— 

63 

232 

n/m

11.2 

n/m

11.2 

Total consumer finance receivables and loans

$

1,722 

$

2,039 

$

5 

$

5 

$

1,727 

$

2,044 

1.7 

2.0 

1.7 

2.0 

n/m = not meaningful

(a)Consumer mortgage includes a $5 million reduction of allowance from the transfers of loans initially recorded as held-for-investment to held-for-sale during the year ended December 31, 2025.

(b)Consumer automotive includes a $5 million reduction of allowance from the completion of a retail securitization transactions during the year ended December 31, 2024, resulting in the deconsolidation of the assets and liabilities from our Consolidated Balance Sheet.

(c)Net charge-off ratios are calculated as net charge-offs divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the period for each loan category.

(d)Net charge-off and write-downs from transfers to held-for-sale ratios are calculated as net charge-offs and write-downs from transfers to held-for-sale divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the period for each loan category.

(e)Consists of Credit Card. We closed the sale of Ally Credit Card on April 1, 2025. Refer to Note 2 to the Consolidated Financial Statements for additional information.

Our net charge-offs from total consumer finance receivables and loans were $1.7 billion for the year ended December 31, 2025, compared to $2.0 billion for the year ended December 31, 2024. The decrease for the year ended December 31, 2025, was driven by lower net charge-offs within our consumer other portfolio due to the sale of Ally Credit Card, which closed on April 1, 2025. The decrease was also driven by lower net charge-offs within our consumer automotive portfolio, reflecting our pricing and underwriting strategies, and overall stability in used vehicle prices in recent years.

The following table summarizes total consumer loan originations for the periods shown. Total consumer loan originations include loans classified as finance receivables and loans held-for-sale during the period.

Year ended December 31, ($ in millions)

2025

2024

Consumer automotive (a)

$

40,697 

$

36,078 

Consumer mortgage (b) (c)

95 

930 

Total consumer loan originations

$

40,792 

$

37,008 

(a)Includes loans purchased under forward flow agreements with automotive retailers, as well as $1.5 billion of loans originated as held-for-sale for the year ended December 31, 2025, and $479 million for the year ended December 31, 2024.

(b)Excludes bulk loan purchases and includes $95 million of loans originated as held-for-sale for the year ended December 31, 2025, and $881 million for the year ended December 31, 2024.

(c)Consumer mortgage originations ceased during the second quarter of 2025.

Total consumer loan originations increased $3.8 billion for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily driven by strong dealer engagement and higher industry new and used vehicle sales. The increase was partially offset by a decrease in consumer mortgage originations, as mortgage originations ceased during the second quarter of 2025.

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The following table shows the percentage of consumer finance receivables and loans by state concentration based on amortized cost basis.

2025 (a)

2024

December 31,

Consumer automotive

Consumer mortgage

Consumer other (b)

Consumer automotive

Consumer mortgage

Consumer other

California

8.3 

%

40.5 

%

— 

%

8.5 

%

39.9 

%

9.3 

%

Texas

13.6 

7.1 

— 

13.5 

7.2 

7.8 

Florida

9.1 

6.2 

— 

9.3 

6.2 

9.1 

North Carolina

4.8 

1.8 

— 

4.6 

1.9 

3.0 

Pennsylvania

4.5 

2.2 

— 

4.5 

2.1 

4.1 

Georgia

4.1 

2.9 

— 

4.0 

2.9 

3.7 

New York

4.0 

1.8 

— 

3.8 

1.9 

5.4 

New Jersey

3.2 

2.5 

— 

3.3 

2.5 

3.5 

Illinois

3.0 

2.8 

— 

3.2 

2.8 

4.6 

Ohio

3.2 

0.4 

— 

3.3 

0.4 

4.5 

Other United States

42.2 

31.8 

— 

42.0 

32.2 

45.0 

Total consumer loans

100.0 

%

100.0 

%

— 

%

100.0 

%

100.0 

%

100.0 

%

(a)Presentation is in descending order as a percentage of total consumer finance receivables and loans at December 31, 2025.

(b)We closed the sale of Ally Credit Card on April 1, 2025. Refer to Note 2 to the Consolidated Financial Statements for additional information.

We monitor our consumer loan portfolio for concentration risk across the states in which we lend. The highest concentrations of consumer loans are in California and Texas, which represented an aggregate of 25.8% and 26.0% of our total outstanding consumer finance receivables and loans at December 31, 2025, and December 31, 2024, respectively. Our consumer mortgage loan portfolio concentration within California is primarily composed of high-quality jumbo mortgage loans.

Commercial Credit Portfolio

Our commercial portfolio consists primarily of automotive loans through the extension of wholesale floorplan financing, automotive dealer term real estate loans, and automotive fleet financing, as well as other commercial loans from our Corporate Finance operations. Wholesale floorplan loans are secured by the vehicles financed (and all other vehicle inventory), which provides strong collateral protection in the event of dealership default. Additional collateral (for example, a blanket lien over all dealership assets) or other credit enhancements (for example, personal guarantees from dealership owners) are typically obtained to further mitigate credit risk. Furthermore, in some cases, we may benefit from situations where an automotive manufacturer repurchases vehicles. These repurchases may serve as an additional layer of protection in the event of repossession of new-vehicle dealership inventory or dealership franchise termination.

Within our commercial portfolio, we utilize proprietary risk rating models that are fundamental to managing credit risk exposure consistently across various types of commercial borrowers and captures critical risk factors for each borrower. The ratings are used for many areas of credit risk management, including loan origination, portfolio risk monitoring, management reporting, and loan loss reserves analyses. Therefore, the rating systems are critical to an effective and consistent credit-risk-management framework.

For information on our commercial credit risk practices and policies regarding delinquencies, nonperforming status, and charge-offs, refer to Note 1 to the Consolidated Financial Statements.

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The following table includes total commercial finance receivables and loans reported at amortized cost basis.

Outstanding

Nonperforming

Accruing past due 90 days or more (a)

December 31, ($ in millions)

2025

2024

2025

2024

2025

2024

Commercial

Commercial and industrial

Automotive

$

18,339 

$

18,259 

$

15 

$

15 

$

— 

$

— 

Other (b) (c)

10,309 

8,212 

124 

94 

— 

— 

Commercial real estate

7,666 

6,274 

10 

2 

— 

— 

Total commercial finance receivables and loans

$

36,314 

$

32,745 

$

149 

$

111 

$

— 

$

— 

(a)Loans are generally in nonaccrual status when principal or interest has been delinquent for 90 days or more, or when full collection is not expected. Refer to Note 1 to the Consolidated Financial Statements for additional information on our accounting policy for finance receivables and loans on nonaccrual status.

(b)Other commercial and industrial primarily includes senior secured commercial lending largely associated with our Corporate Finance operations.

(c)Includes PCD loans acquired during the year ended December 31, 2025.

Total commercial finance receivables and loans outstanding increased $3.6 billion to $36.3 billion at December 31, 2025, compared to December 31, 2024. The increase was primarily due to a $3.3 billion increase in our Corporate Finance operations and a $245 million increase in our Automotive Finance operations.

Total commercial nonperforming finance receivables and loans were $149 million at December 31, 2025, reflecting an increase of $38 million compared to December 31, 2024. Nonperforming commercial finance receivables and loans as a percentage of outstanding commercial finance receivables and loans was 0.4% and 0.3% at December 31, 2025, and December 31, 2024, respectively.

The following table includes total commercial net charge-offs from finance receivables and loans at amortized cost basis and related ratios.

Net charge-offs (recoveries)

Net charge-off ratios (a)

Year ended December 31, ($ in millions)

2025

2024

2025

2024

Commercial

Commercial and industrial

Automotive

$

— 

$

(3)

— 

%

— 

%

Other

(2)

(2)

— 

— 

Total commercial finance receivables and loans

$

(2)

$

(5)

— 

— 

(a)Net charge-off ratios are calculated as net charge-offs divided by average outstanding finance receivables and loans excluding loans measured at fair value and loans held-for-sale during the period for each loan category.

Commercial Real Estate

The commercial real estate portfolio consists of finance receivables and loans issued primarily to automotive dealers. Commercial real estate finance receivables and loans were $7.7 billion and $6.3 billion at December 31, 2025, and December 31, 2024, respectively, which represented 5.6% and 4.6% of total outstanding finance receivables and loans at December 31, 2025, and December 31, 2024, respectively. There were $4.8 billion and $4.7 billion of commercial real estate loans included in the Automotive Finance segment at December 31, 2025, and December 31, 2024, respectively, and $2.7 billion and $1.5 billion of commercial real estate loans included in the Corporate Finance segment at December 31, 2025, and December 31, 2024. As of both December 31, 2025, and December 31, 2024, we had no exposures related to commercial office buildings.

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The following table presents the percentage of total commercial real estate finance receivables and loans by state concentration based on amortized cost basis.

December 31,

2025

2024

Florida

22.1 

%

16.0 

%

Texas

12.1 

14.1 

California

8.0 

6.6 

New York

7.9 

5.4 

Ohio

5.4 

5.6 

North Carolina

3.6 

4.8 

Michigan

3.4 

4.1 

Georgia

3.0 

3.3 

Illinois

2.4 

2.6 

Missouri

2.2 

2.9 

Other United States

29.9 

34.6 

Total commercial real estate finance receivables and loans

100.0 

%

100.0 

%

Commercial Criticized Exposure

Finance receivables and loans classified as special mention, substandard, or doubtful are reported as criticized. These classifications are based on regulatory definitions and generally represent finance receivables and loans within our portfolio that have a higher default risk or have already defaulted. These finance receivables and loans require additional monitoring and review including specific actions to mitigate our potential loss.

Total criticized exposures decreased $470 million from December 31, 2024, to $3.0 billion at December 31, 2025. The decrease was primarily driven by a decrease in Special Mention loans within the commercial and industrial portfolio class of our Automotive Finance and Corporate Finance operations. Total criticized exposures were 8.2% and 10.5% of total commercial finance receivables and loans at December 31, 2025, and December 31, 2024, respectively, representing strong overall credit performance.

The following table presents the percentage of total commercial criticized finance receivables and loans by industry concentration based on amortized cost basis.

December 31,

2025

2024

Industry

Automotive

61.7 

%

64.4 

%

Services

12.4 

9.0 

Electronics

11.2 

12.8 

Other

14.7 

13.8 

Total commercial criticized finance receivables and loans

100.0 

%

100.0 

%

Repossessed and Foreclosed Assets

We classify a repossessed or foreclosed asset as held-for-sale, which is included in other assets on our Consolidated Balance Sheet, when physical possession of the collateral is taken. We dispose of the acquired collateral in a timely fashion in accordance with regulatory requirements. For more information on repossessed and foreclosed assets, refer to Note 1 to the Consolidated Financial Statements.

Repossessed consumer automotive loan assets in our Automotive Finance operations were $220 million and $207 million at December 31, 2025, and December 31, 2024, respectively, and foreclosed consumer mortgage assets was $1 million at both December 31, 2025, and December 31, 2024. Repossessed commercial automotive loan assets in our Automotive Finance operations were $1 million and $2 million at December 31, 2025, and December 31, 2024, respectively.

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Allowance for Loan Losses

Our quantitatively determined allowance under CECL is impacted by certain forecasted economic factors as further described in Note 1 to the Consolidated Financial Statements. For example, our consumer automotive allowance for loan losses is most sensitive to state-level unemployment rates. Our process for determining the allowance for loan losses considers a borrower’s willingness and ability to pay and considers other factors, including loan modification programs. In addition to our quantitative allowance for loan losses, we also incorporate qualitative adjustments that may relate to idiosyncratic risks, climate-related events, changes in current economic conditions that may not be reflected in quantitatively derived results, and other macroeconomic uncertainty. These include but are not limited to, the following:

•Changes in lending policies and procedures, including changes in underwriting standards and practices for collections, charge-offs, and recoveries;

•Changes and expected changes in the general market condition of either the geographical areas or the industry to which the borrower has exposure;

•Changes in the nature, volume, and terms of the portfolio;

•The effect of other external factors, such as competition and legal and regulatory requirements, on the level of estimated credit losses; and

•Timing of available information.

We also monitor model performance, using model error and related assessments, and we may incorporate qualitative reserves to adjust our quantitatively determined allowance if we observe deterioration in model performance. Additionally, we perform a sensitivity analysis of our allowance utilizing varying macroeconomic scenarios, as described further within Critical Accounting Estimates — Allowance for Credit Losses within this MD&A.

Through December 31, 2025, forecasted economic variables incorporated into our quantitative allowance processes were updated to include the current macroeconomic environment and our future expectations reflecting slow GDP growth in the near term. This included (but was not limited to) the following: the unemployment rate reaching approximately 4.5% in the first quarter of 2026, before reverting to the historical mean of approximately 5.8% by the fourth quarter of 2028, GDP growth slowing to 2.0% as measured on a quarter-over-quarter seasonally adjusted annualized rate basis in 2026 and 2027, before reverting to the historical mean of approximately 2.1% by the fourth quarter of 2028, and increases in new light vehicle sales on a seasonally adjusted annualized rate basis from more than 15 million units in the fourth quarter of 2025, to approximately 16 million units by the fourth quarter of 2027, before reverting to the historical mean of 15 million units by the fourth quarter of 2028. Additionally, we maintain a qualitative allowance framework to account for ongoing risks and volatility in the macroeconomic environment, including the impacts from tariffs, inflation, consumer financial health, and geopolitical uncertainty, that could adversely impact frequency of loss and LGD. Our overall allowance for loan losses decreased $224 million from the prior year to $3.5 billion at December 31, 2025, representing 2.5% and 2.7% as a percentage of total finance receivables at December 31, 2025, and December 31, 2024, respectively.

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The following tables present an analysis of the activity in the allowance for loan losses on finance receivables and loans for the years ended December 31, 2025, and December 31, 2024, respectively.

($ in millions)

Consumer automotive

Consumer mortgage

Consumer other (a)

Total consumer

Commercial

Total

Allowance at January 1, 2025

$

3,170 

$

19 

$

319 

$

3,508 

$

206 

$

3,714 

Charge-offs (b)

(2,610)

(3)

(68)

(2,681)

(2)

(2,683)

Recoveries

946 

8 

5 

959 

4 

963 

Net charge-offs

(1,664)

5 

(63)

(1,722)

2 

(1,720)

Write-downs from transfers to held-for-sale (c)

— 

(5)

— 

(5)

— 

(5)

Provision for credit losses

Provision due to change in portfolio size

66 

(1)

— 

65 

35 

100 

Provision due to incremental charge-offs

1,664 

(5)

63 

1,722 

(2)

1,720 

Provision due to all other factors

(28)

— 

(320)

(348)

5 

(343)

Total provision for credit losses

1,702 

(6)

(257)

1,439 

38 

1,477 

Other (d)

— 

(1)

1 

— 

24 

24 

Allowance at December 31, 2025

$

3,208 

$

12 

$

— 

$

3,220 

$

270 

$

3,490 

Net charge-offs to average finance receivables and loans outstanding for the year ended December 31, 2025

2.0 

%

— 

%

n/m

1.7 

%

— 

%

1.3 

%

Net charge-offs and write-downs from transfers to held-for-sale to average finance receivables and loans outstanding for the year ended December 31, 2025

2.0 

%

— 

%

n/m

1.7 

%

— 

%

1.3 

%

Allowance for loan losses to total nonperforming finance receivables and loans at

    December 31, 2025 (e)

277.8 

%

18.1 

%

— 

%

264.4 

%

181.9 

%

255.4 

%

Nonaccrual loans to finance receivables and loans outstanding at December 31, 2025

1.3 

%

0.4 

%

— 

%

1.2 

%

0.4 

%

1.0 

%

Ratio of allowance for loan losses to annualized net charge-offs at December 31, 2025

1.9 

(2.5)

— 

1.9 

(104.3)

2.0 

Ratio of allowance for loan losses to annualized net charge-offs and write-downs from transfers to held-for-sale at December 31, 2025

1.9 

17.3 

— 

1.9 

(104.3)

2.0 

n/m = not meaningful

(a)Consists of Credit Card. We closed the sale of Ally Credit Card on April 1, 2025. Refer to Note 2 to the Consolidated Financial Statements for additional information.

(b)Refer to Note 1 to the Consolidated Financial Statements for information regarding our charge-off policies.

(c)Consumer mortgage includes a $5 million reduction of allowance from the transfers of loans initially recorded as held-for-investment to held-for-sale during the year ended December 31, 2025.

(d)Commercial includes an initial allowance for loan losses of $24 million on PCD loans acquired during the year ended December 31, 2025.

(e)Coverage percentages are based on the allowance for loan losses related to finance receivables and loans excluding those loans held at fair value as a percentage of the amortized cost basis.

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($ in millions)

Consumer automotive

Consumer mortgage

Consumer other (a)

Total consumer

Commercial

Total

Allowance at January 1, 2024

$

3,083 

$

21 

$

293 

$

3,397 

$

190 

$

3,587 

Charge-offs (b)

(2,681)

(2)

(262)

(2,945)

(3)

(2,948)

Recoveries

871 

5 

30 

906 

8 

914 

Net charge-offs

(1,810)

3 

(232)

(2,039)

5 

(2,034)

Write-downs from transfers to held-for-sale (c)

(5)

— 

— 

(5)

— 

(5)

Provision for credit losses

Provision due to change in portfolio size

19 

(2)

45 

62 

(14)

48 

Provision due to incremental charge-offs

1,810 

(3)

232 

2,039 

(5)

2,034 

Provision due to all other factors

73 

(2)

(18)

53 

31 

84 

Total provision for credit losses

1,902 

(7)

259 

2,154 

12 

2,166 

Other

— 

2 

(1)

1 

(1)

— 

Allowance at December 31, 2024

$

3,170 

$

19 

$

319 

$

3,508 

$

206 

$

3,714 

Net charge-offs to average finance receivables and loans outstanding for the year ended December 31, 2024

2.2 

%

— 

%

11.2 

%

2.0 

%

— 

%

1.5 

%

Net charge-offs and write-downs from transfers to held-for-sale to average finance receivables and loans outstanding for the year ended December 31, 2024

2.2 

%

— 

%

11.2 

%

2.0 

%

— 

%

1.5 

%

Allowance for loan losses to total nonperforming finance receivables and loans at December 31, 2024 (d)

257.6 

%

33.0 

%

355.7 

%

255.1 

%

186.7 

%

250.0 

%

Nonaccrual loans to finance receivables and loans outstanding at December 31, 2024

1.5 

%

0.3 

%

3.9 

%

1.3 

%

0.3 

%

1.1 

%

Ratio of allowance for loan losses to annualized net charge-offs at December 31, 2024

1.8 

(5.1)

1.4 

1.7 

(40.5)

1.8 

Ratio of allowance for loan losses to annualized net charge-offs and write-downs from transfers to held-for-sale at December 31, 2024

1.7 

(5.1)

1.4 

1.7 

(40.5)

1.8 

(a)Consists of Credit Card. We closed the sale of Ally Credit Card on April 1, 2025. Refer to Note 2 to the Consolidated Financial Statements for additional information.

(b)Refer to Note 1 to the Consolidated Financial Statements for information regarding our charge-off policies.

(c)Consumer automotive includes a $5 million reduction of allowance from the completion of a retail securitization transaction during the year ended December 31, 2024, resulting in the deconsolidation of the assets and liabilities from our Consolidated Balance Sheet.

(d)Coverage percentages are based on the allowance for loan losses related to finance receivables and loans excluding those loans held at fair value as a percentage of the amortized cost basis.

The allowance for consumer loan losses as of December 31, 2025, decreased $288 million compared to December 31, 2024, reflecting a decrease of $319 million in the consumer other allowance, primarily driven by the sale of the Ally Credit Card on April 1, 2025. The decrease was partially offset by an increase of $38 million in the consumer automotive allowance, primarily driven by portfolio growth.

The allowance for commercial loan losses as of December 31, 2025, increased $64 million compared to December 31, 2024. The increase was primarily driven by increased specific reserve activity and portfolio growth in our Corporate Finance operations.

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Provision for Loan Losses

The following table summarizes the provision for loan losses by loan portfolio class.

Year ended December 31, ($ in millions)

2025

2024

2023

Consumer automotive

$

1,702 

$

1,902 

$

1,595 

Consumer mortgage

(6)

(7)

(11)

Consumer other (a)

(257)

259 

319 

Total consumer

1,439 

2,154 

1,903 

Commercial

Commercial and industrial

Automotive

3 

— 

23 

Other

17 

8 

56 

Commercial real estate

18 

4 

(3)

Total commercial

38 

12 

76 

Total provision for loan losses

$

1,477 

$

2,166 

$

1,979 

(a)Consists of Credit Card and Ally Lending. We closed the sale of Ally Credit Card on April 1, 2025, and closed the sale of Ally Lending on March 1, 2024. Refer to Note 2 to the Consolidated Financial Statements for additional information on the sale of Credit Card.

The provision for consumer credit losses decreased $715 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was primarily driven by a provision benefit associated with the sale of Ally Credit Card, lower net charge-offs within our consumer other portfolio as a result of the sale of Ally Credit Card, and lower net charge-offs within our consumer automotive portfolio.

The provision for commercial credit losses increased $26 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily driven by an increase in portfolio growth in our Corporate Finance operations as compared to the year ended December 31, 2024.

Allowance for Loan Losses by Type

The following table summarizes the allocation of the allowance for loan losses by loan portfolio class.

2025

2024

December 31, ($ in millions)

Allowance for loan losses

Allowance as a % of loans outstanding

Allowance as a % of total allowance for loan losses

Allowance for loan losses

Allowance

as a % of loans outstanding

Allowance as a % of total allowance for loan losses

Consumer automotive

$

3,208 

3.7 

91.9 

$

3,170 

3.8 

85.4 

Consumer mortgage

12 

0.1 

0.3 

19 

0.1 

0.4 

Consumer other (a)

— 

— 

— 

319 

13.9 

8.6 

Total consumer loans

3,220 

3.2 

92.2 

3,508 

3.4 

94.4 

Commercial

Commercial and industrial

Automotive

21 

0.1 

0.6 

17 

0.1 

0.5 

Other

194 

1.9 

5.6 

152 

1.8 

4.1 

Commercial real estate

55 

0.7 

1.6 

37 

0.6 

1.0 

Total commercial loans

270 

0.7 

7.8 

206 

0.6 

5.6 

Total allowance for loan losses

$

3,490 

2.5 

100.0 

$

3,714 

2.7 

100.0 

(a)Represents the allowance for loan losses on credit card finance receivables and loans. We closed the sale of Ally Credit Card on April 1, 2025. Refer to Note 2 to the Consolidated Financial Statements for additional information.

Insurance/Underwriting Risk

Underwriting risk represents the risk of loss or of adverse change in the value of insurance liabilities due to inadequate pricing and reserving assumptions. Insurance risk also includes event risk, which is synonymous with pure risk, or hazard risk, and presents no chance of gain, only of loss. The underwriting of our products, or the assumption of insurance risk through reinsurance, includes an assessment of the risk to determine acceptability and categorization for appropriate pricing. The acceptability of a particular risk is based on expected losses, expenses, and other factors specific to the product in question. For example, with respect to VSCs, considerations include the quality of the vehicles produced, the price of replacement parts, repair labor rates, and new model introductions. With respect to our vehicle inventory

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insurance product, considerations include the dealer’s loss history and loss control practices, as well as the geographic exposure to climate events and natural disasters, among other factors. We also assume risks through reinsurance and accept risks generated through third party relationships. In these arrangements, an unaffiliated insurer, managing general agent, or other third party provides certain functions for an insurance product or program which may include, but are not limited to, premium and claims administration and reporting, binding of policies and other customer servicing functions, or underwriting services in exchange for a fee. Where underwriting and risk acceptance is delegated to third parties, we will consider the appropriateness of the third party’s underwriting guidelines and their ability to evaluate and assess risks within the context of those guidelines and routinely monitor arrangements with such parties.

To support risk mitigation activities, we utilize a system of controls and governance including the use of a risk appetite framework to govern the amount and types of insurance risks we take, including the consideration of concentration risks, volatility of products, and a number of other factors. We also utilize a Reserving Committee, Underwriting Committee, and Risk Management Committee to monitor, manage, and mitigate insurance risks, including consideration of pricing adequacy and risk of unfavorable loss development.

We actively manage claim settlement activities using experienced claims personnel and the evaluation of current period reported claims. Losses for these events may be compared to prior claims experience, expected claims, or loss expenses from similar incidents to assess the reasonableness of incurred losses. For business assumed through reinsurance or generated through a managing general agent or third party, we may rely on third parties for claim adjudication or the estimation of unpaid losses and loss adjustment expenses. Reliance on third parties inherently includes certain risks and uncertainties that are unique relative to our direct insurance lines of business, which may include lags in reporting or different assessments of reserve adequacy. In order to mitigate such risks, we regularly review the performance of such business and our carried loss reserves may differ from reserves reported to us from third parties if deemed appropriate.

In some instances, reinsurance is used to reduce the risk associated with volatile business lines, such as catastrophe risk in vehicle inventory insurance. Our vehicle inventory insurance product is covered by aggregate excess-of-loss protection, which provides coverage for the accumulation of weather-related losses that exceed pre-determined retention levels. In addition, loss control techniques such as storm path monitoring to assist dealers in preparing for severe weather help to mitigate loss potential. The level of reinsurance utilized will depend on the assessment of market pricing for such protection, the size and composition of our insured risks and our overall risk appetite. In certain cases, we choose not to obtain reinsurance protection if the cost is perceived to outweigh the benefits of such protection.

In accordance with industry and accounting practices and applicable insurance laws and regulatory requirements, we maintain loss reserves for reported losses, losses incurred but not reported, loss adjustment expenses, and unearned premium reserves for contracts in force. The adequacy of our estimated reserves and changes to the estimated values of reserves are routinely monitored by credentialed actuaries. Our reserves are regularly reviewed by management and subject to various governance and controls; however, since the reserves are estimates based on numerous assumptions, the ultimate liability may differ from the amount estimated.

Market Risk

Our financing, investing, and insurance activities give rise to market risk, or the potential change in the value of our assets (including securities, assets held-for-sale, loans, and operating leases) and liabilities (including deposits and debt) due to movements in market variables, such as interest rates, spreads, foreign-exchange rates, equity prices, off-lease vehicle prices, and other components such as liquidity.

The impact of changes in benchmark interest rates on our balance sheet represents an exposure to market risk and can affect our expected earnings. We primarily use interest rate derivatives to manage our interest rate risk exposure.

During the fourth quarter of 2025, the Federal Reserve lowered the federal funds target range to 3.50–3.75% in response to a weakening labor market. Continued high benchmark interest rates led to pricing impacts across the balance sheet. Refer to the section below titled Net Financing Revenue Sensitivity Analysis for additional information on how future rate changes may impact net financing revenue.

The fair value of our spread-sensitive assets is also exposed to spread risk. Spread is the amount of additional return over the benchmark interest rates that an investor would demand for taking exposure to primarily credit and liquidity risk of an instrument. Generally, an increase in spreads would result in a decrease in fair value measurement.

We are also exposed to marginal foreign-currency risk primarily from Canadian denominated assets and liabilities. We enter into foreign currency hedges to mitigate foreign exchange risk.

We have exposure to changes in the value of equity securities with readily determinable fair values primarily related to our Insurance operations. For such equity securities, we use equity derivatives to manage our exposure to equity price fluctuations.

As part of our CRA program, we make investments in small business investment company funds, community and workforce development funds, tax credit funds, and other CRA-eligible funds that do not qualify as proportional amortization investments. Many of these CRA funds feature private equity or venture capital structures and are accounted for using the equity method of accounting. We recognize our share of the investee’s earnings based on the performance of the funds. We recognized a gain of $34 million related to these investments during the year ended December 31, 2025, as compared to a loss of $11 million during the year ended December 31, 2024. The gain for the year ended December 31, 2025, was primarily due to the underlying performance of several investments in venture capital firms. There were no indications of impairment within our portfolio of CRA-eligible funds as of December 31, 2025. Refer to Note 1 to the Consolidated Financial Statements for additional information on our accounting policy for equity-method investments and proportional amortization investments.

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In addition, we are exposed to changes in the value of other nonmarketable equity investments without readily determinable fair market values, which may cause volatility in our earnings.

As of December 31, 2025, we had $2.8 billion of cumulative net unrealized losses, inclusive of tax effects, on our debt securities. During the year ended December 31, 2025, we recorded $673 million of net unrealized gains, inclusive of tax effects, on our available-for-sale securities. Unrealized gains and losses are recorded in other comprehensive income within our Consolidated Statement of Income, and are generally not realized unless we sell the securities prior to their stated maturity date. Refer to Note 18 to the Consolidated Financial Statements for additional information.

In the first quarter of 2025, we executed a balance sheet repositioning of a portion of our available-for-sale securities as a result of our capital allocation planning related to the sale of Ally Credit Card. In connection with the repositioning, we sold lower-yielding securities with an amortized cost basis of approximately $4.6 billion for proceeds of $4.1 billion, resulting in a pre-tax loss of $495 million during the year ended December 31, 2025. We reinvested the proceeds in shorter duration, highly liquid securities at market rates at the trade date. For the year ended December 31, 2025, management determined that there were no expected credit losses for available-for-sale or held-to-maturity securities in an unrealized loss position. Refer to Note 8 to the Consolidated Financial Statements for additional information.

In the second quarter of 2025, we repositioned pay-fixed interest rate swaps with a notional of approximately $4.7 billion to reduce our exposure to potential aggressive near-term Federal Reserve easing of benchmark interest rates and reduce potential exposure to higher for longer interest rates.

The composition of our balance sheet, including shorter-duration fixed-rate consumer automotive loans and variable-rate commercial loans, along with our primary funding source of retail deposits, partially mitigates market risk. Additionally, we maintain risk-management controls that measure and monitor market risk using a variety of analytical techniques including market value and sensitivity analysis. Refer to Note 21 to the Consolidated Financial Statements for additional information. For information regarding our insured and uninsured deposit liabilities, refer to the Liquidity Management, Funding, and Regulatory Capital section of this MD&A.

Fair Value Sensitivity Analysis

The following table presents a fair value sensitivity analysis of our assets and liabilities using isolated hypothetical movements in specific market rates. The analysis assumes adverse instantaneous, parallel shifts in market-exchange rates, interest rate yield curves, and equity prices. Additionally, since only adverse fair value impacts are included, the natural offset between asset and liability rate sensitivities that arise within a diversified balance sheet, such as ours, may not be considered.

December 31, ($ in millions)

2025

2024

Financial instruments exposed to changes in:

Interest rates

Estimated fair value

(a)

(a)

Effect of 10% adverse change in rates

(a)

(a)

Foreign-currency exchange rates

Estimated fair value

$

509 

$

468 

Effect of 10% adverse change in rates

(28)

(24)

Equity prices

Estimated fair value (b)

$

1,023 

$

983 

Effect of 10% decrease in prices

(102)

(98)

(a)Refer to the section below titled Net Financing Revenue Sensitivity Analysis for information on the interest rate sensitivity of our financial instruments.

(b)Primarily includes $876 million and $871 million of equity securities at December 31, 2025, and December 31, 2024, respectively, and $111 million and $91 million of equity investments without a readily determinable fair value at December 31, 2025, and December 31, 2024. For additional information on equity investments without a readily determinable fair value, refer to Note 13 to the Consolidated Financial Statements.

Net Financing Revenue Sensitivity Analysis

Interest rate risk represents one of our most significant exposures to market risk. We actively monitor the level of exposure to movements in interest rates and take actions to mitigate adverse impacts these movements may have on future earnings. We use a sensitivity analysis of net financing revenue as our primary metric to measure and manage the interest rate risk of our financial instruments. In addition to net financing revenue sensitivities, EVE is used as a long-term interest rate risk measurement tool and a component of our interest rate risk management framework. EVE measures the present value of aggregate lifetime cash flows based on balance sheet and off-balance sheet positions at a specific point-in-time. We determine EVE sensitivities using a multitude of rate scenarios where the present value of future cash flows is recalculated using shocked interest rates. Interest rate risk metrics are reported at each regularly scheduled meeting of the ALCO and of the RC. Reporting includes exposure relative to risk limits, impacts to a range of rate scenarios, and sensitivity tests of key assumptions.

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The execution of our current business strategy generally results in shorter-duration, fixed-rate consumer automotive loans comprising the majority of our assets and liquid, floating-rate retail deposits comprising the majority of our liabilities. This, in turn, results in a structurally liability sensitive balance sheet as our floating-rate retail deposits reprice faster than our fixed-rate consumer automotive loans when interest rates change. We prepare forward-looking baseline forecasts of pretax net financing revenue as well as anticipated future business growth, actions to alter our asset/liability positioning, and interest rates based on the implied forward curve. The analysis is highly dependent upon a variety of assumptions, one of the most significant being the repricing characteristics of retail deposits with both contractual and non-contractual maturities. We monitor industry and competitive repricing activity along with other business and market factors when developing deposit pricing assumptions.

Modeled simulations are then used to assess changes in pretax net financing revenue in multiple interest rate scenarios relative to the baseline forecast. The changes in net financing revenue relative to the baseline are defined as the sensitivity. Our simulations incorporate contractual cash flows and assumed repricing characteristics for assets, liabilities, and off-balance sheet exposures and incorporate the assumed effects of changing interest rates on the prepayment and attrition rates of certain assets and liabilities. Our simulations do not assume any specific future actions are taken to mitigate the impacts of changing interest rates.

These simulations measure the potential changes in our pretax net financing revenue over the following 12 months. We test a number of alternative rate scenarios, including immediate and gradual parallel shocks to the implied forward curve. We also evaluate nonparallel shocks to interest rates and stresses to certain term points on the yield curve in isolation to capture and monitor a variety of risks.

Simulation results are driven by underlying models and assumptions that are based on trend behavior and other historical information. The underlying models and assumptions, including retail deposit pricing, are regularly monitored and evaluated, and may be updated accordingly as observed trends materialize. As a result, if future trends or behaviors deviate from those reflected in the models, actual sensitivities may vary, perhaps significantly, from those that are modeled. Actual sensitivities may differ for other reasons as well, including unplanned changes in balance sheet composition, timing of asset and liability repricing, the yield curve, customer behavior, macroeconomic conditions, the competitive environment, and management strategies. Accordingly, we do not treat the sensitivities as forecasts of net financing revenue but instead use them as a tool in managing interest rate risk. We also assess Ally’s sensitivity to interest rate risk through the performance of sensitivity testing of key assumptions including, but not limited to, prepayments and retail automotive and deposit repricing on a routine basis.

The following table presents the pretax dollar impact to baseline forecasted net financing revenue over the next 12 months assuming various parallel shocks to the implied forward curve as of December 31, 2025, and December 31, 2024.

Gradual (a)

Instantaneous

Change in interest rates

($ in millions)

December 31, 2025

+200 basis points

$

18 

$

(221)

+100 basis points

9 

(106)

-100 basis points

(20)

22 

-200 basis points

(44)

(31)

December 31, 2024

+200 basis points

$

28 

$

(184)

+100 basis points

14 

(86)

-100 basis points

(23)

4 

(a)Gradual changes in interest rates are recognized over 12 months.

Since December 31, 2024, the implied forward curve has steepened, driven by the front end, as expected declines in the Federal Funds Rate increased. During the year ended December 31, 2025, growth in floating-rate commercial loans increased our floating-rate asset balances, which was partially offset by the sale of Ally Credit Card. Additionally, we saw a shift from CDs to liquid deposits. The impact of these changes is reflected in our baseline net financing revenue forecast. As of December 31, 2025, our balance sheet is modestly asset sensitive in the near term due to our floating-rate assets and pay-fixed hedge position. However, our balance sheet remains liability sensitive over the medium term, driven by the assumed repricing of our deposits and market-based funding outpacing the assumed repricing of our floating-rate assets and pay-fixed swaps.

Our interest rate risk position is influenced by the impact of hedging activity, which primarily consists of interest rate swaps designated as fair value hedges of certain fixed-rate assets and fixed-rate debt instruments. Additionally, we use interest rate floor contracts designated as cash flow hedges on certain floating-rate assets. The size, maturity, and mix of our hedging activities are adjusted as our balance sheet, ALM objectives, and the interest rate environment evolve over time.

Operating Lease Residual Risk Management

We are exposed to residual risk on vehicles in the consumer operating lease portfolio. This operating lease residual risk represents the possibility that the actual proceeds realized upon the sale of returned vehicles will be lower than the projection of these values used in

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establishing the pricing at lease inception. Our operating lease portfolio, net of accumulated depreciation was $8.8 billion and $8.0 billion as of December 31, 2025, and December 31, 2024, respectively. The expected lease residual value of our operating lease portfolio at scheduled termination was $7.1 billion and $6.5 billion as of December 31, 2025, and December 31, 2024, respectively. Certain of our operating leases are covered by residual guarantees with counterparties, which partially mitigates the residual value risk to the extent the counterparties are able to meet the terms of the contractual agreements. As of December 31, 2025, and December 31, 2024, consumer operating leases with a carrying value, net of accumulated depreciation, of $3.4 billion and $1.9 billion, respectively, were covered by OEM residual value guarantees. Refer to Note 10 to the Consolidated Financial Statements for further information. For information on our valuation of automotive operating lease residuals including periodic revisions through adjustments to depreciation expense based on current and forecasted market conditions, refer to the section titled Critical Accounting Estimates—Valuation of Automotive Operating Lease Assets and Residuals within this MD&A.

•Priced residual value projections — At contract inception, we determine pricing based on the projected residual value of the leased vehicle. This evaluation uses a proprietary model, which includes variables such as age, expected mileage, seasonality, segment factors, vehicle type, economic indicators, production cycle, automotive manufacturer incentives, and unanticipated shifts in used vehicle supply, as well as expert judgment. This internally generated data is compared against third-party, independent data for reasonableness. Periodically, we reassess the projected value of the leased vehicle at termination based on current market conditions in consideration of any OEM residual value guarantees and may adjust depreciation expense, as necessary over the remaining life of the contract, or recognize impairment, as appropriate. At termination, our actual sales proceeds from remarketing the vehicle may be higher or lower than the estimated residual value, after adjusting for any OEM residual value guarantees, resulting in a gain or loss on remarketing recorded through depreciation expense.

•Remarketing abilities — Our ability to efficiently process and effectively market off-lease vehicles affects the disposal costs and the proceeds realized from vehicle sales. Vehicles can be remarketed through auction (internet and physical), sale to dealer, sale to lessee, and other methods. The results within these channels vary, with physical auction typically resulting in the lowest-priced outcome.

•Manufacturer vehicle and marketing programs — Automotive manufacturers influence operating lease residual results in the following ways:

◦The brand image of automotive manufacturers and consumer demand for their products, including impacts from recalls, affects residual risk.

◦The discontinuation of, or stylistic changes to, a certain make or model may affect the value of existing vehicles.

◦Automotive manufacturer marketing programs may influence the used vehicle market for those vehicles through programs such as incentives on new vehicles, programs designed to encourage lessees to terminate their operating leases early in conjunction with the acquisition of a new vehicle (referred to as pull-ahead programs), and special rate used vehicle programs.

•Used vehicle market — We have exposure to changes in used vehicle prices. General economic conditions, used vehicle supply and demand, and new vehicle availability and market prices heavily influence used vehicle prices.

Operating Lease Vehicle Terminations and Remarketing

The following table summarizes the volume of operating lease terminations and average (loss) gain per vehicle, as well as our methods of vehicle sales at lease termination, stated as a percentage of total operating lease vehicle disposals.

Year ended December 31,

2025

2024

2023

Off-lease vehicles terminated (in units)

86,378 

127,861 

109,756 

Average (loss) gain per vehicle ($ per unit)

$

(323)

$

1,033 

$

1,923 

Method of vehicle sales

Sale to dealer, lessee, and other

45 

%

54 

%

76 

%

Auction

SmartAuction

44 

35 

18 

Physical

11 

11 

6 

We recognized an average loss per vehicle of $323 for the year ended December 31, 2025, compared to an average gain per vehicle of $1,033 for the year ended December 31, 2024. The decrease in remarketing performance during the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily due to lower auction prices on the sale of specific vehicle models. The method of vehicle sales is largely dependent on used vehicle values at lease termination compared to contractual residual values at lease inception. In the near term, our ability to optimize remarketing gains may be limited due to used vehicle market pressures on certain plug-in hybrid vehicles following the elimination of federal electric-vehicle tax credits for both new and used vehicles, vehicle recalls, and increased OEM marketing incentives on new vehicles. Additionally, our operating lease portfolio mix has shifted towards contracts with a residual value

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guarantee, and towards a more diverse mix of OEMs for contracts without a residual value guarantee, which may reduce volatility in remarketing gains and losses in future years.

Operating Lease Portfolio Mix

We monitor concentrations of our consumer operating lease portfolio by OEM, vehicle type, and OEM residual value guarantee status. The following table presents the concentration of our outstanding operating lease exposures by OEM, disaggregated by those with and without OEM residual value guarantees.

December 31,

2025

2024

Operating lease exposures with OEM residual value guarantees (a)

39 

%

24 

%

Operating lease exposures without OEM residual value guarantees

Stellantis

34 

60 

GM

18 

7 

Other OEMs

9 

9 

Total exposures without OEM residual value guarantees

61 

76 

Total operating lease exposures

100 

%

100 

%

(a)Primarily represents an exposure with one automotive manufacturer at both December 31, 2025, and 2024.

As of December 31, 2025, and December 31, 2024, $4.2 billion and $3.0 billion of our investment in operating leases, net of accumulated depreciation, were battery-electric or plug-in hybrid vehicles, respectively. Substantially all of our investment in operating leases of battery-electric vehicles are covered by an OEM residual value guarantee of approximately 50% of the vehicles’ contract residual value. Refer to Note 10 to the Consolidated Financial Statements for more information regarding our investment in operating leases.

The following table presents the mix of operating lease assets by vehicle type, based on volume of units outstanding.

December 31,

2025

2024

Sport utility vehicle

67 

%

70 

%

Car

22 

13 

Truck

11 

17 

Business/Strategic Risk

Business/strategic risk is embedded in every facet of our organization and is one of our primary risk types. It is the risk of financial underperformance resulting from the pursuit of business plans that turn out to be unsuccessful due to a variety of factors (for example, poor implementation or a lack of responsiveness to changes in the banking industry and operating environment). We aim to mitigate this risk within our business lines through portfolio diversification, product innovations to meet ever-changing customer expectations, risk and control assessments on new products and services prior to launch, monitoring of our strategic and capital plan execution, and a focus on efficiency and cost control.

Our strategic plan is reviewed and approved annually by our Board, as are the capital plan and financial business plan. With oversight by our Board, executive management and business lines seek to execute our strategic plan within the risk appetite approved by the RC. The executive management team continuously monitors business performance throughout the year to assess strategic risk and identify early warning signals so that risks can be proactively managed. Executive management regularly reviews actual performance versus the plan, updates our Board via reporting routines, and implements changes as deemed appropriate.

Significant strategic actions, such as capital actions, material acquisitions or divestitures, and recovery and resolution plans are reviewed and approved by our Board as required. At the business level, as we introduce new products and services, we proactively assess the impact on our risk profile and then monitor performance relative to expectations for time periods commensurate with the risk-based assessment. With oversight by our Board, executive management evaluates changes to the financial forecast and risk, capital, and liquidity positions throughout the year and takes actions to mitigate risks accordingly. Ally’s risk management and planning routines help to ensure strategic objectives complement the enterprise’s capital management priorities, including prudent balance sheet growth, meeting internal and regulatory capital requirements, managing to an appropriate level of excess capital, and achieving other financial metrics.

Reputation Risk

Reputation risk is the risk arising from negative public opinion on our business practices, whether true or not, leading to financial risk such as a decline in customer satisfaction, brand sentiment, customer base, revenue, or result in legal or compliance action towards us. Reputation risk may result from many of our activities, including those related to the management of our business/strategic, operational, and credit risks.

We proactively manage reputation risk through established policies and controls in our businesses and risk-management processes to identify potential reputation risks, mitigate those in a timely manner, and monitor for potential impact. We have established processes and procedures to respond to events that give rise to reputation risk, including educating individuals and organizations that influence public

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opinion, external communication strategies to mitigate the risk, and informing key stakeholders of potential reputation risks. Primary responsibility for the identification, escalation, and mitigation of reputation risk issues resides with our business lines.

Our “LEAD” core values and “Do it Right” philosophy further strengthen our efforts to mitigate reputational risks by promoting a transparent culture so that any associate, at any time, can and should call attention to risks that need to be addressed. Our organization and governance structures provide oversight of reputation risks, and timely mitigation and monitoring for potential impact, routinely reporting to management and the RC, which are responsible for primary oversight of reputation risk.

Model Risk

Model risk is the potential for adverse consequences from decisions based on incorrect or misused model assumptions, inputs, outputs, and reports related to models, which include certain qualified tools. This risk may include fundamental errors within the model that produce inaccurate outputs or that the model is used incorrectly or inappropriately.

Ally business lines and support functions use models to inform business decisions over a wide range of activities, including estimation of the allowance for credit losses, credit loss forecasting, stress testing and scenario analysis, loan and lease underwriting, balance sheet management, risk management, insurance risk, and identification of potential fraud and money laundering events. We manage risk through a comprehensive and risk-sensitive framework designed to establish expectations and roles and responsibilities for all model stakeholders. An independent MRM function establishes and maintains governance and oversight over all models throughout the model lifecycle that includes development, implementation, use, validation, ongoing monitoring, recalibration, and decommission.

The MRM function’s specific responsibility includes maintaining a centralized inventory of all models in production, under development, or recently retired; performing independent validation and annual review testing to verify that models are built as intended, conceptually sound, and appropriate for their intended use; monitoring ongoing model performance to identify potential model degradation; and producing risk appetite metrics and key risk indicators for consumption by Board-level and management-level risk committees. The MVG within the MRM function is a team of risk professionals with advanced degrees in the areas of economics, econometrics, mathematical finance, and statistics. MVG also has subject matter expertise in model validation, model development, analytics, data science, AI, and anti-money laundering and fraud detection.

The Model Risk Committee is a management committee responsible for monitoring Ally’s model risk exposure, and making decisions on changes to the Enterprise Model Risk Management Policy and risk appetite metrics related to model risk. It has a voting membership that includes the Chief Risk Officer, MRM function senior leaders, and executives from independent risk management and business line risk management. Key model risk updates and risk appetite metrics are also reported to the ERMC and the RC.

Operational Risk

Operational risk is the risk of loss or harm arising from inadequate or failed processes or systems, human factors, or external events and is inherent in all of our risk-generating activities. Such risk can manifest in various ways, including errors, business interruptions, and inappropriate behavior of employees, and can potentially result in financial losses and other damage to us. Operational risk includes business disruption risk, fraud risk, human capital risk, legal risk, process execution and management risk, and third party risk.

•Business disruption risk — The risk of significant disruption to our operations resulting from natural disasters, technology outages, or other incidents and crisis events, such as pandemics.

•Fraud risk — The risk from deliberate misrepresentation or concealment of information material to a transaction with the intent to deceive another and that is reasonably relied on or used in decision making. Fraud can occur internally (for example, employees) or externally (for example, criminal activity, third-party suppliers).

•Human capital risk — The risk caused by high turnover, inadequate or improper staffing levels, departure/unavailability of key personnel, or inadequate training and includes our exposure to worker’s compensation and employment litigation. Refer to the Item 1. Human Capital & Additional Information for further discussion.

•Legal risk — The risk arising from the potential that unenforceable contracts, lawsuits, or adverse judgments can disrupt or otherwise negatively affect our operations or condition.

•Process execution and management risk — The risk caused by failure to execute or adhere to policies, standards, procedures, processes, controls, and activities as designed and documented.

•Third party risk — The risk associated with third- and fourth-party suppliers and their ability to deliver products and/or services in support of overall business performance. This includes a supplier’s failure to comply with information technology requirements, information and physical security, laws, rules, regulations, and legal agreements. This also includes their ability to be resilient to disruptive events related to cybersecurity, vulnerabilities, natural disasters, and other disruptive events.

To monitor and mitigate such risk, we maintain a system of policies and a control framework designed to provide a sound and well-controlled operational environment. This framework employs practices and tools designed to maintain risk identification, risk governance, risk and control assessment, risk testing and monitoring, and transparency through risk reporting mechanisms. The goal is to maintain

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operational risk at appropriate levels based on our financial strength, the characteristics of the businesses and the markets in which we operate, and the related competitive and regulatory environment.

Information Technology/Cybersecurity/Data Risk

Risk Management and Strategy

Information technology/cybersecurity/data is one of our primary risks, which we define as risks resulting from the failure of, or insufficiency in, information technology (for example, a system outage) or intentional or accidental unauthorized access, sharing, removal, tampering, or disposal of company and customer data or records (for example, a cybersecurity incident), or the lack of data governance, the mismanagement of data, or poor data privacy and protection. We and our service providers rely extensively on digital communications, data management, and other operating systems and infrastructure to conduct our business and operations. Disruptions to these systems or their infrastructure from cyberattacks, or failures in the management of information underlying these systems, may impede our ability to conduct business and operations and may result in business, reputational, financial, regulatory, or other harm. We and other financial institutions continue to be the target of various cyberattacks, including through phishing, the introduction of malware, denial-of-service, or other means. These cyberattacks often are intended to disrupt the operations of financial institutions or obtain confidential, proprietary, or other information or assets of Ally, our customers, employees, or other third parties with whom we transact. Refer to the Risk Factors section for additional information on our information technology/cybersecurity/data risks.

Information technology/cybersecurity/data risk management is part of our broader enterprise risk-management framework described earlier in Risk Management, including the multiple layers of defense described there. We seek to minimize the occurrence and impact of unauthorized access, disruption, alteration, poor privacy or protection, mismanagement or compromise of our systems and information through real-time review and monitoring of applicable risk exposures and the implementation of processes and controls to manage those risks. In addition, we make investments in people, processes, and technology to assist us in our efforts to prevent, monitor, and respond to incidents.

More specifically, information technology/cybersecurity operational metrics and data are monitored on an ongoing basis and assessed against established risk-appetite limits. An inventory of information technology/cybersecurity/data processes, risks, and controls is maintained, which is derived utilizing regulatory and industry guidance, including the Federal Financial Institutions Examination Council Information Technology Examination Handbook and the National Institute of Standards and Technology Cybersecurity Framework. This inventory is used to assist in the identification and assessment of information technology/cybersecurity/data risks. In addition, information protection and risk management teams managed by our CISO are responsible for the administration, governance, and ongoing assessment of information technology/cybersecurity/data risks that pertain to their areas of responsibility.

We have adopted a CSRP, which provides a structured approach for our response to cybersecurity incidents. The CSRP describes internal roles and responsibilities and describes the operational coordination among internal cybersecurity teams, application owners, business partners and other stake holders to detect, track, respond to, and escalate cybersecurity incidents promptly, mitigate the impact of them, and resume normal operations. When cybersecurity events merit escalation beyond the CSRP, they are managed at the enterprise level via Ally’s EIMT. Further escalation to Ally’s ECMT may occur based on severity of the event, as appropriate. The Response Team Operations Plans for both EIMT and ECMT address all hazards and include responsibilities for applicable disclosure.

We regularly assess threats and vulnerabilities to our environment utilizing various resources including independent third-party assessments to evaluate the effectiveness of our layered system of controls. This includes routinely engaging third-party experts to perform comprehensive institutional-wide simulations for senior management, which evaluates our preparedness to respond to crisis-level events, including cybersecurity incidents. Third parties are also engaged to conduct cybersecurity penetration testing to assist us in identifying system vulnerabilities. We actively partner with other industry peers in order to share knowledge and information to further our security environment and invest in training and employee awareness regarding cyber-related risks.

Our business lines are actively engaged in overseeing our third-party service providers. Our Enterprise TPRM Policy establishes requirements and practices used to oversee and manage the activities of third parties with whom Ally has a relationship, under which we identify, measure, monitor, and manage third-party risk (including information technology/cybersecurity risks) in alignment with our strategic objectives and in compliance with applicable law. Any identified threats, vulnerabilities, or cybersecurity incidents are addressed as appropriate through the CSRP or our business-continuity and crisis-management plans, as described earlier.

Cybersecurity and the continued enhancement of our controls, processes, and systems to protect our technology and data infrastructure, customer information, and other proprietary information or assets remain a critical and ongoing priority. We recognize that cyber-related risks continue to evolve, including through the emergence of AI, and have become increasingly sophisticated. As a result we continuously evaluate the adequacy of our preventive and detective measures. As a further protective measure, we maintain insurance coverage that, subject to terms and conditions, may cover certain aspects of cybersecurity and information risks. However, such insurance may not be sufficient to cover all losses, and there is no guarantee that such insurance will continue to be available to us on acceptable terms, if at all.

We have not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect, Ally or its business strategy, results of operations, or financial condition. However, we face ongoing cybersecurity threats and there can be no assurances we will not be materially impacted in the future. Refer to the Risk Factors section for additional information.

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Governance

Our Board is actively involved in the oversight of Ally’s information technology/cybersecurity/data risk-management program, including through the RC and TC. The RC has primary oversight responsibility for our risk-management framework and sets the risk appetite across Ally. The TC assists the Board in overseeing information-technology, information-security (including cybersecurity), and data risks, and our management of the risks commensurate with our structure, risk profile, complexity, activities, and size. To this end, the TC periodically reviews and approves policies addressing information-technology, information-security, and data risks, and reviews reports and trends on these risks—including those involving cybersecurity, data management and protection, and crisis management—and receives reports from management on its actions to assess, monitor, and control them. The RC reviews reports and other information from the TC in approving our information-technology, information-security, and data risk appetite, and in exercising oversight of our independent risk-management program. Senior management briefs the RC, the TC, or the Board on information-technology, information-security, and data risk matters at least quarterly and identified cybersecurity incidents are reported to the Board as deemed appropriate pursuant to our business-continuity and crisis-management plans. The RC and TC meet in a joint session at least annually.

Risk-oriented management committees, the executive leadership team, and our associates identify and monitor current and emerging risks and manage those risks within our risk appetite. More specifically, our ERMC is responsible for supporting the Chief Risk Officer’s oversight of senior management’s responsibility to execute on our strategy within our risk appetite set by the RC, and the Chief Risk Officer’s implementation of our independent risk-management. Our Technology and Security Risk Management Sub-Committee and Data Risk Management Committee, which report to our ERMC, provide oversight of senior management’s responsibility to manage and measure information technology/cybersecurity/data risks against the established risk appetite and monitors compliance with legal requirements and regulatory commitments. For additional information on the role of management in monitoring the prevention, detection, mitigation, and remediation of cybersecurity incidents, refer to the Risk Management and Strategy section above.

Our CIDDO, who brings to Ally more than 20 years of technology leadership experience in complex businesses, is responsible for overseeing all of Ally’s technical and digital capabilities, including cybersecurity and infrastructure. Our CISO, who reports to the CIDDO, is principally responsible for managing and implementing our cybersecurity program. Our CIDDO and CISO collectively possess substantial expertise in the areas of information technology, information security, cybersecurity, and data risk management. Our CISO, who has over 20 years of experience within the financial-services industry, is supported by employees involved in the management of information security/cybersecurity/data risks that possess experience across a variety of areas.

Compliance Risk

Compliance risk is the risk of legal or regulatory sanctions, financial loss, or damage to reputation resulting from failure to comply with laws, regulations, rules, key internal policies, other regulatory requirements, or codes of conduct and other standards of SROs applicable to the banking organization (applicable rules and standards). Examples of such risks include compliance with regulations set forth by banking agencies including fair and responsible banking, the Bank Secrecy Act and related anti-money-laundering requirements, or community reinvestment act, risks associated with offering our products or services, or risks associated with deviating from internal policies and procedures including those that are established to promote sound risk-management and internal-control practices. Compliance risk also includes fiduciary risk, which includes risks arising from our duty to exercise loyalty, act in the best interest of our clients, and care for assets according to an appropriate standard of care. This risk generally exists to the extent that we exercise discretion in managing assets on behalf of a customer.

We recognize that an effective compliance program, which includes driving a culture of compliance, plays a key role in managing and overseeing compliance risk and that a proactive compliance environment and program are essential to help meet various legal, regulatory, or other requirements or expectations. To manage compliance risk, we maintain a system of policies, change-management protocols, control frameworks, and other formal governance structures. Our compliance function, which is led by the Chief Compliance Officer who reports to our Chief Legal and Corporate Affairs Officer, provides independent, enterprise-wide oversight of consumer and customer-related compliance-risk exposures and related risk-management practices. The Chief Compliance Officer has the authority and responsibility for the oversight and administration of our consumer and customer-related compliance program, which includes ongoing reporting of compliance-associated risk matters to our Board, the RC, and various management committees established to govern compliance-related risks. The Compliance Risk Management Committee, established by the Chief Compliance Officer, serves to facilitate the management of consumer and customer-related compliance risk, including matters impacting products, geographies, and services. Other compliance-risk exposures are overseen and addressed by designated subject-matter experts across the enterprise—including in Finance, Tax, Accounting, Information Technology, Risk, HR, and Corporate Structure and Facilities—and are escalated through their established governance and oversight routines.

Conduct Risk

Conduct risk is the risk of customer harm, employee harm, reputational damage, regulatory sanction, or financial loss resulting from inappropriate, unethical or unlawful behavior by Ally, or those of our employees or contractors that could lead to negative outcomes.

Management is responsible for driving a culture that is consistent with our “LEAD” core values and “Do it Right” philosophy, and the enterprise programs, policies, and procedures governing conduct risk.

Under our governance framework, employee conduct expectations, and the risk of misconduct, are set and managed through various HR and Enterprise, Fraud, Security, and Investigations activities including associate recruiting, on-boarding, performance management, incentive programs and compensation, conflicts of interest, potential fraud, and corrective action. Oversight of conduct risk is performed by ERM.

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Training programs and other resources set expectations surrounding appropriate conduct, ethical behavior, and a culture of compliance with applicable laws, regulations, policies, and standards, including Ally’s Code of Conduct and Ethics. Associates complete required training at on boarding, and annually thereafter, to affirm their compliance with our Code of Conduct and Ethics. Officers and employees are expected to take personal responsibility for maintaining the highest standards of honesty, trustworthiness, and ethical behavior; to understand and manage the risks associated with their positions; and to escalate concerns (e.g., potential violations of the Code of Conduct and Ethics, our policies, or other laws and regulations).

The Ethics Hotline (independently managed, available to associates 24 hours a day, 7 days a week) and Open-Door Process provide additional avenues for employees to report concerns or incidents of potential misconduct. Human Resources, Employee Relations, and Enterprise Fraud, Security, and Investigations have established processes and procedures for investigating and addressing cases of potential fraud or employee misconduct.

Incentive compensation is subject to review and recoupment so as to appropriately consider and not encourage imprudent risk-taking. All incentive pay, whether paid or unpaid, vested or not vested, is subject to cancellation or recoupment if based on, without limitation, material misstatements, misrepresentations, or fraud, or if the employee recipient failed to identify, raise, or assess issues with respect to financial loss or otherwise engaged in or contributed to other conduct adverse to us which may result in material financial or reputational harm.

Climate-Related Risk

Climate risk at Ally is currently not defined as a material risk and is being evaluated for the appropriateness of risk management routines. Pursuant to our risk-management framework, emerging risks include those that are newly-identified or evolving and have the potential to significantly impact Ally, but their nature and magnitude may not yet be fully known or may be rapidly changing. Refer to the section titled Risk Factors in Part I, Item 1A of this report for information on climate-related risks.

Climate-related risk is generally categorized into two major categories: (1) risk related to the transition to a lower-carbon economy (transition risk) and (2) risk related to the physical impacts of climate change (physical risk). Transition risk considers how changes in policy, technology, and market preference could pose operational, financial, and reputational risk to companies. Physical risk from climate change can be acute or chronic. Acute physical risk refers to risks that are event-driven such as increased severity of extreme climate events, including tornadoes, hurricanes, or floods. Chronic physical risks refer to long-term shifts in climate patterns, such as sustained higher temperatures, that may, for example, cause sea levels to rise.

We recognize (1) the importance of understanding, preparing for and taking timely preventive action against potentially material climate-change impacts, (2) investor demand for consistent and comparable climate and environmental risk data, and (3) shifting federal and state policy focus and an increase in regulatory discussion about potential requirements and oversight. Ally is committed to developing an appropriate climate risk mitigation strategy focusing on the enhancement of our climate risk management capabilities and embedding climate risk considerations into the existing ERM framework to effectively manage climate-related financial and non-financial risks consistent with regulatory guidelines and industry best practices.

In 2025, we:

•Submitted our annual CDP (formally the Carbon Disclosure Project) climate change questionnaire.

•Achieved third-party verification to a limited level of assurance using ISO 14064-3 for our reported 2024 greenhouse gas emissions metrics.

•Executed Ally's operational carbon neutrality strategy for Scope 1 and 2 emissions for the fifth consecutive year through a combined purchase of carbon offsets and Green-e Energy Certified renewable energy credits.

•Prepared for and executed against evolving regulatory requirements and reporting frameworks by conducting gap analyses and developing a compliance roadmap aligned with strategic priorities.

•Conducted a proportionate, data-driven evaluation of climate-related risks to further embed climate risk considerations into existing risk management strategies.

•Engaged key suppliers via EcoVadis, a global sustainability assessment platform, to improve our ability to evaluate third-party sustainability performance.

•Focused on improving operational sustainability through strategic initiatives, including installation of solar panels and additional EV charging stations, more efficient HVAC units, centralized trash and composting, and promotion of biodiversity through landscape redesign with native species.

•Continued to support environmental volunteerism through Green Teams, an employee network of volunteers dedicated to sustainability.

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Liquidity Management, Funding, and Regulatory Capital

Overview

The purpose of liquidity management is to enable us to meet loan and operating lease demand, debt maturities, deposit withdrawals, and other cash commitments under both normal operating conditions as well as periods of economic or financial stress. Our primary objective is to maintain cost-effective, stable and diverse sources of funding capable of sustaining the organization throughout all market cycles. Sources of funding include both retail and brokered deposits and secured and unsecured market-based funding across various maturity, interest rate, and investor profiles. Additional liquidity is available through a pool of unencumbered highly liquid securities, repurchase agreements, advances from the FHLB of Pittsburgh, the FRB Standing Repo Facility, and the FRB Discount Window.

We define liquidity risk as the risk that an institution’s financial condition or overall safety and soundness is adversely affected by the actual or perceived inability to liquidate assets or obtain adequate funding or to easily unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions. Liquidity risk can arise from a variety of institution-specific or market-related events that could have a negative impact on cash flows available to the organization. Effective management of liquidity risk positions an organization to meet cash flow obligations caused by unanticipated events. Managing liquidity needs and contingent funding exposures has proven essential to the solvency of financial institutions.

The ALCO, chaired by the Corporate Treasurer, is responsible for overseeing our funding and liquidity strategies. Corporate Treasury is responsible for managing our liquidity positions within limits approved by ALCO, the ERMC, and the RC. As part of managing liquidity risk, Corporate Treasury prepares monthly forecasts depicting anticipated funding needs and sources of funds, executes our funding strategies, and manages liquidity under normal as well as more severely stressed macroeconomic environments. Oversight and monitoring of liquidity risk are provided by Independent Risk Management.

The monthly liquidity forecasts demonstrate our ability to generate and obtain adequate amounts of cash to meet loan and operating lease demand, debt maturities, deposit withdrawals, and other cash commitments under normal operating conditions throughout the forecast horizon (currently through December 2028). Refer to Note 15 to the Consolidated Financial Statements for a summary of the scheduled maturity of long-term debt as of December 31, 2025.

Funding Strategy

Liquidity and ongoing profitability are largely dependent on the timely and cost-effective access to retail deposits and funding in various segments of the capital markets. We focus on maintaining diversified funding sources across a broad base of depositors, lenders, and investors to meet liquidity needs throughout different economic cycles, including periods of financial distress. These funding sources include retail and brokered deposits, public and private asset-backed securitizations, unsecured debt, FHLB advances, and repurchase agreements. Our access to diversified funding sources enhances funding flexibility and results in a more cost-effective funding strategy over the long term. We evaluate funding markets on an ongoing basis to achieve an appropriate balance of unsecured and secured funding sources and maturity profiles.

We manage our funding to achieve a well-balanced portfolio across a spectrum of risk, maturity, and cost-of-funds characteristics. Optimizing funding at Ally Bank continues to be a key part of our long-term liquidity strategy. We optimize our funding sources at Ally Bank by prioritizing retail deposits and maintaining access to diversified funding sources. Retail deposits are complemented by brokered deposits, repurchase agreements, securitizations, and access to FHLB funding.

Assets are primarily originated by Ally Bank to utilize retail deposit funding. This allows us to use bank funding for substantially all our automotive finance and other assets and to provide a sustainable long-term funding channel for the business, while also improving the cost of funds for the enterprise.

Liquidity Risk Management

Multiple metrics are used to measure liquidity risk, manage the liquidity position, identify related trends, and monitor these trends and metrics against established limits. These metrics include comprehensive stress tests that measure the sufficiency of the liquidity portfolio over stressed horizons ranging from overnight to 12 months, a stability ratio that measures longer-term structural liquidity, and concentration ratios that enable prudent funding diversification. In addition, we have established internal management routines designed to review all aspects of liquidity and funding plans, evaluate the adequacy of liquidity buffers, review stress testing results, and assist management in the execution of its funding strategy and risk-management accountabilities.

Our liquidity stress testing is designed to allow us to operate our businesses and to meet our contractual and contingent obligations, including unsecured debt maturities, for at least 12 months, assuming our normal access to funding is disrupted by severe market-wide and enterprise-specific events. We maintain available liquidity in the form of cash, unencumbered highly liquid securities, available FHLB capacity, and the FRB Discount Window capacity. This available liquidity is held at various legal entities and is subject to regulatory restrictions and tax implications that may limit our ability to transfer funds across entities.

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The following table summarizes our total available liquidity.

December 31, ($ in millions)

2025

2024

Liquid cash and equivalents (a)

$

9,676 

$

9,561 

FHLB unused pledged borrowing capacity (b)

9,115 

12,211 

Unencumbered highly liquid securities (c)

20,328 

19,950 

FRB Discount Window pledged capacity (d)

26,935 

26,734 

Total available liquidity

$

66,054 

$

68,456 

(a)Excludes restricted cash and foreign currency cash balances.

(b)Pledged assets are primarily composed of consumer mortgage finance receivables and loans, as well as real-estate-backed loans within our Automotive Finance and Corporate Finance businesses, and non-agency mortgage-backed securities.

(c)Includes unencumbered U.S. federal government, U.S. agency, and highly liquid corporate debt securities.

(d)Pledged assets are composed of consumer automotive finance receivables and loans. Refer to Note 15 to the Consolidated Financial Statements for information on assets pledged to the FRB.

Recent Funding and Liquidity Developments

Key funding highlights from January 1, 2025, to date were as follows:

•We accessed the unsecured debt capital markets in May 2025, and July 2025, and raised $750 million and $600 million, respectively, through the issuance of senior notes, which provided additional liquidity at Ally Financial Inc.

•We raised $1.1 billion through the issuance of credit-linked notes. The related proceeds are held within cash collateral accounts as restricted cash and cash equivalents recorded within other assets on our Consolidated Balance Sheet.

•We raised $758 million through the completion of a term securitization transaction backed by consumer automotive loans.

Funding Sources

The following table summarizes our sources of funding and the amount outstanding under each category for the periods shown.

2025

2024

December 31, ($ in millions)

On-balance-sheet funding

% Share of funding

On-balance-sheet funding

% Share of funding

Deposits

$

151,649 

87 

$

151,574 

89 

Debt

Secured financings

11,753 

7 

8,058 

5 

Institutional term debt

9,284 

6 

10,169 

6 

Retail term notes

728 

— 

893 

— 

Total debt (a)

21,765 

13 

19,120 

11 

Total on-balance-sheet funding

$

173,414 

100 

$

170,694 

100 

(a)Includes hedge basis adjustments as described in Note 21 to the Consolidated Financial Statements.

Refer to Note 15 to the Consolidated Financial Statements for a summary of the scheduled maturity of long-term debt at December 31, 2025.

Deposits

Ally Bank is a digital direct bank with no branch network that obtains retail deposits directly from customers. We offer competitive rates and fees on a full spectrum of retail deposit products, including savings accounts, money-market demand accounts, CDs, interest-bearing spending accounts, trust accounts, and IRAs. Our primary funding source is retail deposits, which we believe, at scale, is the most efficient and stable source of funding for us when compared to other funding sources. Retail deposits constituted 83% of our total on-balance-sheet funding sources at December 31, 2025. Total deposits, which include brokered deposits obtained through third-party intermediaries, constituted 87% of total on-balance-sheet funding at December 31, 2025.

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Total uninsured deposits as calculated per regulatory guidance includes affiliate and intercompany deposits, which we believe have different risk profiles than other uninsured deposits. The amounts presented below remove affiliate and intercompany deposits from total uninsured deposits. We believe that the presentation of uninsured deposits adjusted for the impact of the affiliate deposits provides enhanced clarity of uninsured deposits at risk.

2025

2024

December 31, ($ in millions)

Amount

% of total deposits

Amount

% of total deposits

Uninsured deposits

Total uninsured deposits, as calculated per regulatory guidelines

$

16,712 

11 

$

17,921 

12 

Less: Affiliate and intercompany deposits

4,877 

3 

6,320 

4 

Total uninsured deposits, excluding affiliate and intercompany deposits

$

11,835 

8 

$

11,601 

8 

On November 16, 2023, the FDIC finalized a rule that imposes a special assessment to recover the costs to the DIF resulting from the FDIC’s use, in March 2023, of the systemic risk exception to the least-cost resolution test under the FDI Act in connection with the receiverships of SVB and Signature. In December 2025, the FDIC reduced the rate at which the special assessment is collected for the eighth and final quarter of the collection period, with an invoice payment date of March 30, 2026. We paid $19 million in special assessments during the year ended December 31, 2025. As of December 31, 2025, our FDIC special assessment liability was $5 million.

The following table shows Ally Bank’s total primary retail deposit customers and deposit balances as of the end of each of the last five quarters.

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

Total primary retail deposit customers (in thousands)

3,450 

3,405 

3,360 

3,330 

3,272 

Deposits ($ in millions)

Retail

$

143,529 

$

141,843 

$

143,158 

$

146,069 

$

143,430 

Brokered

6,703 

5,037 

3,244 

3,949 

6,737 

Other (a)

1,417 

1,530 

1,464 

1,410 

1,407 

Total deposits

$

151,649 

$

148,410 

$

147,866 

$

151,428 

$

151,574 

(a)Other deposits include mortgage escrow deposits. Other deposits also include a deposit related to Ally Invest customer cash balances deposited at Ally Bank by a third party of $1.3 billion as of December 31, 2025, and $1.4 billion as of September 30, 2025, and $1.3 billion as of each of the periods ended June 30, 2025, March 31, 2025, and December 31, 2024.

During the year ended December 31, 2025, our total deposit base increased $75 million and we added approximately 178,000 retail deposit customers, ending with approximately 3.5 million retail deposit customers as of December 31, 2025. Total retail deposits increased $99 million during the year ended December 31, 2025, bringing the total retail deposits portfolio to $143.5 billion as of December 31, 2025. During the year ended December 31, 2025, we proactively implemented pricing actions to reduce rates paid on several of our key deposit product offerings. These pricing actions reduced deposit balances from our most rate sensitive customers, which were more than offset by deposit growth from new customers. Brokered deposits decreased $34 million during the year ended December 31, 2025, due to brokered deposit maturities and calls. During the year ended December 31, 2025, our CD deposit liabilities decreased $4.9 billion while our savings, money market, and spending account deposit liabilities increased $5.0 billion. This trend was primarily due to customer migration to liquid savings as fixed-rate CD maturities occurred during the year ended December 31, 2025. Strong customer acquisition and retention rates continue to deliver a favorable funding mix. Overall, we continue to maintain a relentless focus on customer experience and competitive rates.

Approximately 92% of retail deposits at Ally Bank, excluding affiliate and intercompany deposits, were FDIC-insured as of December 31, 2025. Our total available liquidity exceeded our uninsured retail deposit liabilities by $54.2 billion as of December 31, 2025. For additional information on our deposit funding by type, refer to Note 14 to the Consolidated Financial Statements.

We continue to be recognized for the totality of experience and value we provide our customers. This includes our recent recognition as one of American Banker’s 2025 Top-Performing Banks and Forbes World’s Best Banks for 2025 and Best Mobile Banking Apps of 2025. Our commitment to customer service was recognized by Newsweek, who ranked Ally Bank the #1 Online Bank for Customer Service. MONEY named Ally as a “Best National Bank” and “Best Online Bank” in their 2025-2026 feature, while NerdWallet and Bankrate both recognized us as a “Best Bank” and “Best CD” in 2025. Additionally, Barron’s and Wall Street Journal both recognized our Ally Invest Robo Portfolios as best in class in 2025.

Securitizations and Secured Financings

In addition to our growing deposits base, we maintain a presence in the securitization markets to finance our automotive loan portfolios. Securitizations and secured funding transactions, collectively referred to as securitization transactions due to their similarities, allow us to convert our automotive finance receivables into cash earlier than what would have occurred in the normal course of business.

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As part of these securitization transactions, we sell assets to various SPEs in exchange for the proceeds from the issuance of debt and other beneficial interest in the assets. The activities of the SPEs are generally limited to acquiring the assets, issuing and making payments on the debt, paying related expenses, and periodically reporting to investors.

These SPEs are separate legal entities that assume the risks and rewards of ownership of the receivables they hold. The assets of the SPEs are not available to satisfy our claims or those of our creditors. In addition, the SPEs do not invest in our equity or in the equity of any of our affiliates. Our economic exposure related to the SPEs is generally limited to retained interests, and customary representation, warranty, and covenant provisions. We manage securitization execution risk by maintaining a diverse domestic and foreign investor base.

We typically agree to service the assets transferred in our securitization transactions for a fee, and we may be entitled to other related fees. We may also retain a portion of senior and subordinated interests issued by the SPEs. Subordinate interests typically provide credit support to the more highly rated senior interest in a securitization transaction and may be subject to all or a portion of the first-loss position related to the sold assets.

These securitization transactions may meet the criteria to be accounted for as off-balance-sheet securitization transactions if we do not hold a potentially significant economic interest or do not provide servicing or asset management functions for the financial assets held by the securitization entity. Our securitization transactions may not meet the required criteria to be accounted for as off-balance-sheet securitization transactions; therefore, they are accounted for as secured borrowings. For information regarding our off-balance sheet arrangements and securitization activities, refer to Note 1 and Note 11 to the Consolidated Financial Statements.

During the year ended December 31, 2025, we raised $1.1 billion through the issuance of credit-linked notes. The proceeds from these issuances constitute prefunded credit protection for mezzanine tranches of the reference portfolio and are recognized as restricted cash and cash equivalents in other assets on our Consolidated Balance Sheet. These transactions are structured to enable us to apply the securitization framework under U.S. Basel III when determining RWA for our retained exposure.

We have access to funding through advances with the FHLB. These advances are primarily secured by consumer and commercial mortgage finance receivables and loans and investment securities. As of December 31, 2025, we had pledged $26.0 billion of assets to the FHLB resulting in $17.5 billion in total funding capacity with $8.4 billion of debt outstanding.

At December 31, 2025, $64.8 billion of our total assets were restricted as collateral for the payment of debt obligations accounted for as secured borrowings. Refer to Note 15 to the Consolidated Financial Statements for further discussion.

Unsecured Financings

We have long-term unsecured debt outstanding from retail term note programs. These programs are composed of callable fixed-rate instruments with fixed maturity dates. There were $728 million of retail term notes outstanding at December 31, 2025. The remainder of our unsecured debt is composed of institutional term debt. In May 2025, we accessed the unsecured debt capital markets and raised $750 million through the issuance of senior notes. In July 2025, we raised an additional $600 million through the issuance of senior notes. Refer to Note 15 to the Consolidated Financial Statements for additional information about our outstanding long-term unsecured debt.

Other Secured and Unsecured Short-term Borrowings

We have access to repurchase agreements. A repurchase agreement is a transaction in which the firm sells financial instruments to a buyer, typically in exchange for cash, and simultaneously enters into an agreement to repurchase the same or substantially the same financial instruments from the buyer at a stated price plus accrued interest at a future date. The securities sold in repurchase agreements include U.S. government and federal agency obligations. As of December 31, 2025, we had $545 million debt outstanding under repurchase agreements.

Additionally, we have access to the FRB Discount Window and can borrow funds to meet short-term liquidity demands. The FRB, however, is not a primary source of funding for day-to-day business. Instead, it is a liquidity source that can be accessed in stressed environments or periods of market disruption. As of December 31, 2025, we had assets pledged and restricted as collateral to the FRB totaling $33.7 billion, resulting in $26.9 billion in total funding capacity with no debt outstanding.

Guaranteed Securities

Certain senior notes (collectively, the Guaranteed Notes) issued by Ally Financial Inc. (referred to within this section as the Parent) are unconditionally guaranteed on a joint and several basis by IB Finance, a subsidiary of the Parent and the direct parent of Ally Bank, and Ally US LLC, a subsidiary of the Parent (together, the Guarantors, and the guarantee provided by each such Guarantor, the Note Guarantees). The Guarantors are primary obligors with respect to payment when due, whether at maturity, by acceleration or otherwise, of all payment obligations of the Parent in respect of the Guaranteed Notes pursuant to the terms of the applicable indenture. At both December 31, 2025, and December 31, 2024, the outstanding principal balance of the Guaranteed Notes was $2.0 billion, with the last scheduled maturity to take place in 2031.

The Note Guarantees rank equally in right of payment with the applicable Guarantor’s existing and future unsubordinated unsecured indebtedness and are subordinate to any secured indebtedness of the applicable Guarantor to the extent of the value of the assets securing such indebtedness. The Note Guarantees are structurally subordinate to indebtedness and other liabilities (including trade payables and lease obligations, and in the case of Ally Bank, its deposits) of any nonguarantor subsidiaries of the applicable Guarantor to the extent of the value of the assets of such subsidiaries.

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The Note Guarantees and all other obligations of the Guarantors will terminate and be of no further force or effect (i) upon a permissible sale, disposition, or other transfer (including through merger or consolidation) of a majority of the equity interests (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a subsidiary of the Parent), of the applicable Guarantor, or (ii) upon the discharge of the Parent’s obligations related to the Guaranteed Notes.

The following tables present summarized financial data for the Parent and the Guarantors on a combined basis. The Guarantors, both of which the Parent is deemed to possess control over, are fully consolidated after eliminating intercompany balances and transactions. Summarized financial data for nonguarantor subsidiaries is excluded.

Year ended December 31, ($ in millions)

2025

2024

2023

Net financing loss and other interest income (a)

$

(961)

$

(884)

$

(945)

Dividends from bank subsidiaries

1,150 

1,200 

1,350 

Dividends from nonbank subsidiaries

— 

— 

250 

Total other revenue

175 

134 

169 

Total net revenue

364 

450 

824 

Provision for credit losses

5 

8 

(13)

Total noninterest expense

435 

473 

465 

(Loss) income from continuing operations before income tax benefit

(76)

(31)

372 

Income tax benefit from continuing operations (b)

(273)

(327)

(408)

Income from continuing operations

197 

296 

780 

Loss from discontinued operations, net of tax

— 

(1)

(2)

Net Income (c)

$

197 

$

295 

$

778 

(a)Net financing loss and other interest income is primarily driven by interest expense on long-term debt.

(b)There is a significant variation in the customary relationship between pretax income and income tax benefit due to our accounting policy elections and consolidated tax adjustments. The income tax benefit excludes tax effects on dividends from subsidiaries.

(c)Excludes the Parent’s and Guarantors’ share of income of all nonguarantor subsidiaries.

December 31, ($ in millions)

2025

2024

Total assets (a)

$

6,284 

$

7,436 

Total liabilities

$

11,697 

$

12,644 

(a)Excludes investments in all nonguarantor subsidiaries.

Cash Flows

The following summarizes the activity reflected in our Consolidated Statement of Cash Flows. While this information may be helpful to highlight certain macro trends and business strategies, the cash flow analysis may not be as helpful when analyzing changes in our net earnings and net assets. We believe that in addition to the traditional cash flow analysis, the discussion related to liquidity, dividends, and ALM herein may provide more useful context in evaluating our liquidity position and related activity.

Net cash provided by operating activities was $3.7 billion and $4.5 billion for the years ended December 31, 2025, and 2024, respectively. The change was primarily due to a decrease in net cash inflows related to loans held-for-sale activity of $312 million as well as an increase in net cash outflows related to cash paid for income taxes of $224 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. Refer to the Consolidated Results of Operations section of this MD&A for further discussion.

Net cash used in investing activities was $5.3 billion, and net cash provided by investing activities was $5.0 billion for the years ended December 31, 2025, and 2024, respectively. The change was primarily due to an increase in net cash outflows related to loans held-for-investment of $7.1 billion, an increase in net cash outflows related to operating lease assets of $2.0 billion, and an increase in net cash outflows related to available-for-sale securities of $1.1 billion.

Net cash provided by financing activities was $2.0 billion, and net cash used in financing activities was $5.6 billion for the years ended December 31, 2025, and 2024, respectively. The change was primarily attributable to an increase in net cash inflows related to short-term borrowings of $4.7 billion and a decrease in deposit outflows of $3.2 billion.

Capital Planning and Stress Tests

Under the Tailoring Rules, we are generally subject to supervisory stress testing on a two-year cycle and exempted from mandated company-run capital stress testing requirements. We are also required to submit an annual capital plan to the FRB. Our annual capital plan must include an assessment of our expected uses and sources of capital and a description of all planned capital actions over a nine-quarter planning horizon, including any issuance of a debt or equity capital instrument, any dividend or other capital distribution, and any similar action that the FRB determines could have an impact on our capital. The plan must also include a detailed description of our process for assessing capital adequacy, including a discussion of how we, under expected and stressful conditions, will maintain capital commensurate

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with our risks and above the minimum regulatory capital ratios, will serve as a source of strength to Ally Bank, and will maintain sufficient capital to continue our operations by maintaining ready access to funding, meeting our obligations to creditors and other counterparties, and continuing to serve as a credit intermediary.

The Tailoring Rules align capital planning, supervisory stress testing, and stress capital buffer requirements for large banking organizations, like Ally. As a Category IV firm, Ally is expected to have the ability to elect to participate in the supervisory stress test—and receive a correspondingly updated stress capital buffer requirement—in a year in which Ally would not generally be subject to the supervisory stress test. Refer to the section titled Basel Capital Framework in Note 20 to the Consolidated Financial Statements for further discussion about our stress capital buffer requirements. During a year in which Ally does not undergo a supervisory stress test, we would receive an updated stress capital buffer requirement only to reflect our updated planned common-stock dividends. Ally did not elect to participate in the 2023 or 2025 supervisory stress tests, but was subject to the 2024 supervisory stress test.

We received an updated preliminary stress capital buffer requirement based on our 2023 capital plan submission from the FRB in June 2023 that remained unchanged at 2.5%. The 2.5% stress capital buffer requirement was finalized in July 2023 and became effective in October 2023. We submitted our 2024 capital plan to the FRB in April 2024, and received an updated preliminary stress capital buffer requirement from the FRB in June 2024 of 2.6%. The updated 2.6% stress capital buffer requirement was finalized in August 2024, and became effective in October 2024. We submitted our 2025 capital plan to the FRB in April 2025, and received in June 2025 an updated preliminary stress capital buffer requirement that remained unchanged at 2.6%. The 2.6% stress capital buffer requirement was finalized in August 2025, and became effective in October 2025. Under the capital plan rule, our 2026 capital plan must be submitted to the FRB by April 5, 2026, and will be reviewed by the FRB in consideration of Ally’s 2026 supervisory stress test results.

In February 2023 and December 2024, we accessed the unsecured debt capital markets each time issuing $500 million of additional subordinated notes, which qualify as Tier 2 capital for Ally under U.S. Basel III. During the years ended December 31, 2025, and 2024, we accessed the debt capital markets and issued an aggregate of $1.1 billion and $770 million, respectively, of credit-linked notes based on combined reference portfolios of $10.0 billion, and $7.0 billion of consumer automotive loans. The proceeds from these credit-linked notes issuances constitute prefunded credit protection for mezzanine tranches of the respective reference portfolio and are recognized as restricted cash and cash equivalents in other assets on our Consolidated Balance Sheet. These transactions are structured to enable us to apply the securitization framework under U.S. Basel III when determining RWA for our retained exposure, which recognizes the credit risk mitigation benefits and generally provides lower risk weights relative to those assigned to consumer automotive loans that are not securitized.

On December 9, 2025, our Board authorized a share repurchase program, permitting us to repurchase up to $2.0 billion of our common stock under a multi-year program without a set expiration date. Our ability to make capital distributions, including our ability to pay dividends or repurchase shares of our common stock, will continue to be subject to the FRB’s review and our internal governance requirements, including approval by our Board. The amount and size of any future dividends and share repurchases also will be subject to various factors, including Ally’s capital and liquidity positions, accounting and regulatory considerations (including any restrictions that may be imposed by the FRB and any changes to capital, liquidity, and other regulatory requirements that may be proposed or adopted by the U.S. banking agencies), Ally’s financial and operational performance, alternative uses of capital, the trading price of Ally’s common stock, and general market conditions. The share repurchase program does not obligate Ally to acquire a specific dollar amount or number of shares, and may be extended, modified, or discontinued at any time.

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Regulatory Capital

We became subject to U.S. Basel III on January 1, 2015, although a number of its provisions—including capital buffers and certain regulatory capital deductions—were subject to phase-in periods. For further information on U.S. Basel III, refer to the section titled Regulatory and Supervision in Part I, Item I of this report, and Note 20 to the Consolidated Financial Statements. The following table presents selected regulatory capital data under U.S. Basel III.

December 31, ($ in millions)

2025

2024

Common Equity Tier 1 capital ratio

10.23 

%

9.82 

%

Tier 1 capital ratio

11.70 

%

11.30 

%

Total capital ratio

13.56 

%

13.16 

%

Tier 1 leverage ratio (to adjusted quarterly average assets) (a)

9.25 

%

8.92 

%

Total equity

$

15,498 

$

13,903 

CECL phase-in adjustment (b)

— 

296 

Preferred stock (c)

(2,324)

(2,324)

Goodwill and certain other intangibles

(187)

(603)

Deferred tax assets arising from net operating loss and tax credit carryforwards (d)

(167)

(157)

Accumulated other comprehensive loss related adjustments (e)

2,809 

3,943 

Common Equity Tier 1 capital

15,629 

15,058 

Preferred stock (c)

2,324 

2,324 

Other adjustments

(68)

(58)

Tier 1 capital

17,885 

17,324 

Qualifying subordinated debt and other instruments qualifying as Tier 2

984 

982 

Qualifying allowance for loan losses and other adjustments

1,862 

1,876 

Total capital

$

20,731 

$

20,182 

Risk-weighted assets (f)

$

152,837 

$

153,339 

(a)Tier 1 leverage ratio equals Tier 1 capital divided by adjusted quarterly average total assets, which both reflect adjustments for disallowed goodwill, certain intangible assets, and disallowed deferred tax assets.

(b)We elected to delay recognizing the estimated impact of CECL on regulatory capital until after a two-year deferral period, which for us extended through December 31, 2021. Beginning on January 1, 2022, we phased in 25% of the previously deferred estimated capital impact of CECL, with an additional 25% phased in at the beginning of each subsequent year until fully phased in by the first quarter of 2025. As of January 1, 2025, the estimated impact of CECL on regulatory capital was fully phased in. Refer to Note 20 to the Consolidated Financial Statements for further information.

(c)Refer to Note 17 to the Consolidated Financial Statements for additional details about our non-cumulative perpetual preferred stock.

(d)Contains deferred tax assets required to be deducted from capital under U.S. Basel III.

(e)Comprises adjustments related to our accumulated other comprehensive income opt-out election, which allows us to exclude most elements of accumulated other comprehensive income from regulatory capital.

(f)Risk-weighted assets are defined by regulation and are generally determined by allocating assets and specified off-balance sheet exposures to various risk categories.

Credit Ratings

The cost and availability of unsecured financing are influenced by credit ratings, which are intended to be an indicator of the creditworthiness of a particular company, security, or obligation. Lower ratings result in higher borrowing costs and reduced access to capital markets. This is particularly true for certain institutional investors whose investment guidelines require investment-grade ratings on term debt and the two highest rating categories for short-term debt (particularly money-market investors).

Nationally recognized statistical rating organizations rate substantially all our debt. The following table summarizes our current ratings and outlook by the respective nationally recognized rating agencies.

Rating agency

Short-term

Senior unsecured debt

Outlook

Fitch (a)

F3

BBB-

Stable

Moody’s (b)

P-3

Baa3

Stable

S&P (c)

A-3

BBB-

Stable

DBRS (d)

R-2 (high)

BBB

Stable

(a)Fitch affirmed our senior unsecured debt rating of BBB-, short-term rating of F3, and affirmed our outlook of Stable on March 3, 2025.

(b)Moody’s affirmed our senior unsecured rating of Baa3, our short-term rating of P-3, and affirmed our outlook of Stable on February 23, 2026.

(c)S&P affirmed our senior unsecured debt rating of BBB-, short-term rating of A-3, and affirmed our outlook of Stable on October 27, 2025.

(d)DBRS affirmed our senior unsecured debt rating of BBB, short-term rating of R-2 (high), and affirmed our outlook of Stable on February 10, 2026.

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As illustrated by the issuer ratings above, as of December 31, 2025, Ally holds an investment-grade rating from all the respective nationally recognized rating agencies.

Rating agencies indicate that they base their ratings on many quantitative and qualitative factors, which may include capital adequacy, liquidity, asset quality, business mix, level and quality of earnings, and the current operating, legislative, and regulatory environment. Rating agencies themselves could make or be required to make substantial changes to their ratings policies and practices—particularly in response to legislative and regulatory changes. Potential changes in rating methodology, as well as in the legislative and regulatory environment, and the timing of those changes could impact our ratings, which as noted above could increase our borrowing costs and reduce our access to capital.

A credit rating is not a recommendation to buy, sell, or hold securities, and the ratings are subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating.

Insurance Financial Strength Ratings

Substantially all of our Insurance operations have an FSR and an ICR from A.M. Best. The FSR is intended to be an indicator of the ability of the insurance company to meet its senior most obligations to policyholders. Lower ratings generally result in fewer opportunities to write business, as insureds, particularly large commercial insureds, and insurance companies purchasing reinsurance have guidelines requiring high FSR ratings. On September 19, 2025, A.M. Best affirmed the FSR for Ally Insurance Group of A (excellent), affirmed the ICR of a (excellent), and affirmed a Stable outlook.

Critical Accounting Estimates

Accounting policies are integral to understanding our MD&A. The preparation of financial statements in accordance with U.S. GAAP requires us to make certain judgments and assumptions, on the basis of information available at the time of the financial statements, in determining accounting estimates used in the preparation of these statements. Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements. Certain of our critical accounting policies requiring significant management assumptions and judgment are described in this section. An accounting estimate is considered critical if the estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made. If actual results differ from our judgments and assumptions, then it may have an adverse impact on the results of operations and cash flows. We have discussed the development, selection, and disclosure of these critical accounting estimates with the AC, and the AC has reviewed our disclosure relating to these estimates.

Allowance for Loan Losses

We maintain an allowance for loan losses (the allowance) to reflect the net amount expected to be collected from our lending portfolios. The allowance is maintained at a level that we consider to be adequate based upon ongoing assessments and evaluations using relevant available information. We maintain a governance and internal control framework to support the establishment of our allowance, and models used in that allowance process are regularly assessed through ongoing performance monitoring routines that are reviewed by the MRM function. The allowance is measured using statistically estimated models that are designed to correlate customer and collateral quality, as well as certain macroeconomic variables to expected future credit losses. Our baseline macroeconomic forecast is consistent with the 50th percentile in a distribution of possible economic outcomes.

The consumer portfolio segments consist of loans that generally share similar risk characteristics within our Automotive Finance operations and our mortgage operations, which is included within Corporate and Other. Prior to the sale of our credit card operations, activity associated with this portfolio was also included within Corporate and Other. For additional information regarding the allowance calculation for the consumer portfolio segments, refer to Note 1 to the Consolidated Financial Statements.

The commercial portfolio segment is composed of loans that may or may not share similar risk characteristics within our Automotive Finance operations and Corporate Finance operations. For additional information regarding the allowance calculation for the commercial portfolio segment, refer to Note 1 to the Consolidated Financial Statements.

The determination of the allowance is influenced by numerous assumptions and factors that may materially affect estimates of loss. The critical assumptions underlying the allowance include: (i) segmentation of each portfolio based on common risk characteristics; (ii) the development of reasonable and supportable forecasts of future macroeconomic conditions; and (iii) our evaluation of borrower, collateral, and geographic information. We monitor the adequacy of the allowance and make adjustments as the assumptions in the underlying analyses change to reflect an estimate of expected lifetime loan losses at the reporting date, based on the best information available at that time.

The allowance reflects our estimate of expected credit losses over the contractual term of our lending portfolio and involves significant judgment, which could materially affect the provision for credit losses and, therefore, net income. For additional information regarding our portfolio segments and classes, allowance for loan losses, and other credit quality indicators, refer to Note 9 to the Consolidated Financial Statements.

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Macroeconomic Sensitivity Analysis

We perform a sensitivity analysis using scenarios derived from widely published macroeconomic forecasts to quantify the sensitivity of our baseline forecast to alternative changes in macroeconomic conditions. These scenarios are based on fixed probabilities of occurrence.

•The unfavorable (or downside) scenario is consistent with the 90th percentile in a distribution of possible economic outcomes and implies that there is a 90% chance that the realized economy will be better than the defined path and a 10% chance that the realized economy will be worse than the defined path. The unfavorable scenario, which reflects an average recession, assumes a three-quarter recession starting in the first quarter of 2026, with a 2.6% peak to trough decline in GDP, the unemployment rate rising to 8.4% in the first quarter of 2027, and a 13.5% peak to trough decline in HPI.

•The alternative unfavorable (or alternative downside) scenario is consistent with the 96th percentile in a distribution of possible economic outcomes and implies that there is a 96% chance that the realized economy will be better than the defined path and a 4% chance that the realized economy will be worse than the defined path. The alternative unfavorable scenario, which reflects a severe recession, assumes a five-quarter recession starting in the first quarter of 2026, with a 4.4% peak to trough decline in GDP, unemployment rising to 9.4% in the fourth quarter of 2027, and 18.9% peak to trough decline in HPI.

As of December 31, 2025, the results of this hypothetical sensitivity analysis indicate that the downside scenario would increase our allowance for loan losses by 18% and the alternative downside scenario would increase our allowance for loan losses by 24%. These results are estimates that are directly tied to the timing, severity, and duration of changes in the independently and instantaneously shocked macroeconomic scenarios. This sensitivity analysis is hypothetical, providing insight on the sensitivity of the macroeconomic forecast on our modeled loss estimate, and does not reflect our expectation of changes in our estimate of expected credit losses. Actual loss sensitivities and resulting estimates of consolidated allowance for loan losses may be influenced by numerous other factors including, but not limited to, the actual evaluation of macroeconomic conditions, the underlying performance of our portfolios relative to historical loss experience and current modeled assumptions, future government and management actions, and other quantitative and qualitative information and adjustments.

Valuation of Automotive Operating Lease Assets and Residuals

We have significant investments in vehicles in our operating lease portfolio. In accounting for operating leases, we must make a determination at the beginning of the operating lease contract of the estimated realizable value of the vehicle at the end of the lease (i.e., residual value). This evaluation is primarily based on a proprietary model, which includes variables such as vehicle age, expected mileage, seasonality, segment factors, vehicle type, economic indicators, production cycle, automotive manufacturer incentives, and shifts in new and used vehicle supply. This internally generated data is compared against third-party, independent data for reasonableness. The customer is obligated to make payments during the term of the lease for the difference between the purchase price and the contract residual value plus rental charges. However, since the customer is not obligated to purchase the vehicle at the end of the contract, we are exposed to a risk of loss to the extent the value of the vehicle is below the residual value estimated at contract inception. For additional information regarding residual value, refer to Note 1 to the Consolidated Financial Statements.

To account for residual risk, we depreciate automotive operating lease assets to expected realizable value on a straight-line basis over the lease term. The estimated realizable value is initially based on the expected residual value established at contract inception. Periodically, we reassess the projected estimated realizable value of the leased vehicle at termination based on current market conditions, and other relevant data points, and adjust depreciation expense as necessary over the remaining term of the lease. We generally do not depreciate to amounts greater than the lessee purchase price established at origination. We also evaluate the carrying value of operating lease assets for impairment when we determine an impairment indicator exists. Impairment indicators include various triggering events, market considerations, and portfolio characteristics. Triggering events are systemic observed events impacting the used vehicle market such as shocks to oil and gas prices that may indicate impairment of the operating lease asset. For additional information regarding operating lease impairment, refer to Note 1 to the Consolidated Financial Statements.

Our depreciation methodology for operating lease assets considers our expectation of the value of the vehicles upon lease termination, which is based on numerous assumptions and factors influencing used vehicle values. The critical assumptions underlying the estimated carrying value of automotive operating lease assets include: (i) estimated market value information we obtain and use in estimating residual values, (ii) proper identification and estimation of business conditions, (iii) our remarketing abilities, and (iv) automotive manufacturer vehicle and marketing programs. Changes in these assumptions could have a significant impact on the operating lease residual value.

Lessees generally have the first opportunity to purchase the off-lease vehicle at the end of the lease term for the price stated in the lease agreement. If the lessee declines to purchase the off-lease vehicle, the dealer is offered the opportunity to purchase the vehicle directly from us at a price we define. If both the lessee and the dealer decline their options to purchase, we remarket the off-lease vehicle at auction. At this point, we are exposed to a risk of loss above the amount covered by an OEM residual value guarantee, if applicable. If the realized values of our leased vehicles were to decline 1% below our estimated realizable values, we would incur $41 million of incremental depreciation expense over the remaining life of our operating lease portfolio on a scheduled termination basis. Additionally, this is based on the improbable event that all vehicles were remarketed at auction due to lessees and dealers foregoing their purchase options. Refer to the Operating Lease Residual Risk Management section of this MD&A for further discussion.

Fair Value of Financial Instruments

We use fair value measurements to record fair value adjustments to certain instruments and to determine fair value disclosures. Refer to Note 24 to the Consolidated Financial Statements for a description of valuation methodologies used to measure material assets and liabilities

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Ally Financial Inc. • Form 10-K

at fair value and details of the valuation models, key inputs to those models, and significant assumptions utilized. We follow the fair value hierarchy set forth in Note 24 to the Consolidated Financial Statements to prioritize the inputs utilized to measure fair value. We review and modify, as necessary, our fair value hierarchy classifications on a quarterly basis, which can result in reclassifications between hierarchy levels.

We have numerous internal controls in place to address risks inherent in estimating fair value measurements. Significant fair value measurements are subject to detailed analytics and management review and approval. We have an established risk management policy and model validation program. This model validation program establishes a controlled environment for the development, implementation, and operation of models used to generate fair value measurements and change procedures. Further, this program uses a risk-based approach to determine the frequency at which models are to be independently reviewed and validated. Additionally, a wide array of operational controls governs fair value measurements, including controls over the inputs into and the outputs from the fair value measurement models. For example, we backtest the internal assumptions used within models against actual performance. We also monitor the market for recent trades, market surveys, or other market information that may be used to benchmark model inputs or outputs. Certain valuations are also benchmarked to market indices when appropriate and available. We have scheduled model or input recalibrations that occur on a periodic basis but will recalibrate earlier if significant variances are observed as part of backtesting or benchmarking.

Considerable judgment is used in forming conclusions from market observable data used to estimate our Level 2 fair value measurements and in estimating inputs to our internal valuation models used to estimate our Level 3 fair value measurements. Level 3 inputs such as interest rate movements, prepayment speeds, credit losses, and discount rates are inherently difficult to estimate. Changes to these inputs can have a significant effect on fair value measurements and amounts that could be realized. Refer to the section titled Fair Value Sensitivity Analysis within this MD&A for a sensitivity analysis of changes in interest rates, foreign-currency exchange rates, and equity prices.

Determination of Provision for Income Taxes

Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect our best assessment of estimated current and future taxes to be paid. We are subject to income taxes predominantly in the United States. We file income tax returns in approximately 50 jurisdictions across federal, state, and local levels. The laws and regulations of each jurisdiction are complex and may be subject to different interpretations. Significant judgments and estimates are required in determining consolidated income tax expense for each jurisdiction. Our interpretations of tax laws are subject to audits by various jurisdictions. Potential differences in the interpretation or changes in the tax laws may result in additional accrual of income tax expense or benefit, which could be material to our reported results. We consistently monitor new and reassess existing tax laws for changes and adjust our tax estimates accordingly.

Our provision for income taxes is comprised of current and deferred income taxes. Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent results of operations. In projecting future taxable income, we begin with historical results adjusted for changes in accounting policies and incorporate assumptions about the amount of future state, federal, and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss).

As of each reporting date, we consider existing evidence, both positive and negative, that could impact our view with regard to future realization of deferred tax assets. We currently hold deferred tax asset attributes related to net operating tax losses, general business tax credits, and foreign tax credit carryforwards. We perform regular assessments to determine whether our tax attributes are realizable. As of December 31, 2025, we continue to believe it is more likely than not that the benefit for certain foreign tax credit carryforwards and state net operating loss carryforwards will not be realized. In recognition of this risk, we continue to provide a partial valuation allowance on these deferred tax assets relating to these carryforwards and it is reasonably possible that the valuation allowance may change in the next 12 months.

For additional information regarding our provision for income taxes, refer to Note 22 to the Consolidated Financial Statements.

Recently Issued Accounting Standards

Refer to Note 1 to the Consolidated Financial Statements for further information related to recently adopted accounting standards.

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Management’s Discussion and Analysis

Ally Financial Inc. • Form 10-K

Statistical Tables

The accompanying supplemental information should be read in conjunction with the more detailed information, including our Consolidated Financial Statements and the notes thereto, which appears elsewhere in this Annual Report.

Net Interest Margin Table

The following table presents an analysis of net yield on interest-earning assets (or net interest margin) for the periods shown.

2025

2024

2023

Year ended December 31, ($ in millions)

Average balance (a)

Interest income/interest expense

Yield/rate

Average balance (a)

Interest income/interest expense

Yield/rate

Average balance (a)

Interest income/interest expense

Yield/rate

Assets

Interest-bearing cash and cash

equivalents (b) (c)

$

8,918 

$

373 

4.18 

%

$

7,895 

$

386 

4.89 

%

$

7,261 

$

332 

4.57 

%

Investment securities (d)

27,871 

935 

3.36 

28,782 

996 

3.46 

30,157 

980 

3.25 

Loans held-for-sale, net

156 

24 

15.10 

248 

22 

9.10 

417 

34 

8.24 

Finance receivables and loans, net (d) (e) (f)

134,251 

10,697 

7.97 

137,810 

11,394 

8.27 

138,136 

11,020 

7.98 

Investment in operating leases, net (g)

8,223 

518 

6.30 

8,133 

619 

7.60 

9,901 

710 

7.16 

Other earning assets

652 

37 

5.64 

657 

41 

6.19 

704 

42 

5.96 

Earning assets of operations held-for-sale (h)

— 

— 

— 

317 

28 

8.77 

— 

— 

— 

Total interest-earning assets

180,071 

12,584 

6.99 

183,842 

13,486 

7.34 

186,576 

13,118 

7.03 

Noninterest-bearing cash and cash equivalents

306 

303 

322 

Other assets

11,808 

11,732 

11,049 

Allowance for loan losses

(3,500)

(3,611)

(3,782)

Total assets

$

188,685 

$

192,266 

$

194,165 

Liabilities and equity

Interest-bearing deposit liabilities (d)

$

148,781 

$

5,302 

3.56 

%

$

152,716 

$

6,388 

4.18 

%

$

152,915 

$

5,819 

3.81 

%

Short-term borrowings

827 

35 

4.27 

1,300 

66 

5.09 

1,383 

73 

5.27 

Long-term debt (d)

16,748 

1,068 

6.38 

16,806 

1,017 

6.05 

19,226 

1,001 

5.21 

Total interest-bearing liabilities

166,356 

6,405 

3.85 

170,822 

7,471 

4.37 

173,524 

6,893 

3.97 

Noninterest-bearing deposit liabilities

154 

155 

172 

Total funding sources

166,510 

6,405 

3.85 

170,977 

7,471 

4.37 

173,696 

6,893 

3.97 

Other liabilities (i)

7,411 

3 

n/m

7,408 

1

n/m

6,940 

4 

n/m

Total liabilities

173,921 

178,385 

180,636 

Total equity

14,764 

13,881 

13,529 

Total liabilities and equity

$

188,685 

$

192,266 

$

194,165 

Net financing revenue and other interest income

$

6,176 

$

6,014 

$

6,221 

Net interest spread (j)

3.14 

%

2.97 

%

3.06 

%

Net yield on interest-earning assets (k)

3.43 

%

3.27 

%

3.33 

%

n/m = not meaningful

(a)Average balances are calculated using an average daily balance methodology. Refer to Note 1 to the Consolidated Financial Statements for further information regarding our basis of presentation and significant accounting policies, which are in accordance with U.S. GAAP.

(b)Includes restricted interest-bearing cash and cash equivalents recorded in other assets on the Consolidated Balance Sheet.

(c)Includes interest expense related to margin received on derivative contracts of $4 million, $20 million, and $36 million for the years ended December 31, 2025, 2024, and 2023, respectively. Excluding this expense, the annualized yield was 4.21%, 5.15%, and 5.06% for the years ended December 31, 2025, 2024, and 2023, respectively.

(d)Includes the effects of derivative financial instruments designated as hedges. Refer to Note 21 to the Consolidated Financial Statements for further information about the effects of our hedging activities.

(e)Nonperforming finance receivables and loans are included in the average balances. For information on our accounting policies regarding nonperforming status, refer to Note 1 to the Consolidated Financial Statements.

(f)Includes average balances of credit card finance receivables and loans, net, that were transferred to loans held-for-sale on March 31, 2025, prior to the completion of the sale of Ally Credit Card on April 1, 2025. Refer to Note 2 to the Consolidated Financial Statements for further information.

(g)Yield includes losses on the sale of off-lease vehicles of $28 million for the year ended December 31, 2025, and gains on the sale of off-lease vehicles of $132 million and $211 million for the years ended December 31, 2024, and 2023, respectively. Excluding loss or gain on the sale of off-lease vehicles, the annualized yield would be 6.64%, 5.98%, and 5.03% for the years ended December 31, 2025, 2024, and 2023, respectively.

(h)Includes average balances of Ally Lending earning assets prior to the completion of the sale on March 1, 2024, which were transferred to assets of operations held-for-sale at December 31, 2023.

(i)Represents interest expense on tax liabilities included in other liabilities on the Consolidated Balance Sheet. The interest expense on tax liabilities is included in the net yield on interest-earning assets and excluded from the interest spread. For more information on our accounting policies regarding income taxes, refer to Note 1 to the Consolidated Financial Statements.

(j)Net interest spread represents the difference between the rate on total interest-earning assets and the rate on total interest-bearing liabilities.

(k)Net yield on interest-earning assets represents net financing revenue and other interest income as a percentage of total interest-earning assets.

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Management’s Discussion and Analysis

Ally Financial Inc. • Form 10-K

The following table presents an analysis of the change in net financing revenue and other interest income due to the change in volume and yield/rate.

2025 vs. 2024 Increase (decrease) due to (a)

2024 vs. 2023 Increase (decrease) due to (a)

Year ended December 31, ($ in millions)

Volume

Yield/rate

Total

Volume

Yield/rate

Total

Assets

Interest-bearing cash and cash equivalents

$

50 

$

(63)

$

(13)

$

29 

$

25 

$

54 

Investment securities

(32)

(29)

(61)

(45)

61 

16 

Loans held-for-sale, net

(8)

10 

2 

(14)

2 

(12)

Finance receivables and loans, net

(294)

(403)

(697)

(26)

400 

374 

Investment in operating leases, net

7 

(108)

(101)

(127)

36 

(91)

Other earning assets

— 

(4)

(4)

(3)

2 

(1)

Earning assets of operations held-for-sale

(28)

— 

(28)

28 

— 

28 

Total interest-earning assets

$

(902)

$

368 

Liabilities

Interest-bearing deposit liabilities

$

(165)

$

(921)

$

(1,086)

$

(8)

$

577 

$

569 

Short-term borrowings

(24)

(7)

(31)

(4)

(3)

(7)

Long-term debt

(4)

55 

51 

(126)

142 

16 

Total interest-bearing liabilities

(1,066)

578 

Other liabilities

n/m

n/m

2 

n/m

n/m

(3)

Net financing revenue and other interest income

$

162 

$

(207)

n/m = not meaningful

(a)Changes in interest not solely due to volume or yield/rate are allocated in proportion to the absolute dollar amount of change in volume and yield/rate.

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Ally Financial Inc. • Form 10-K

Finance Receivables and Loans

The tables below show the maturity of the finance receivables and loans portfolio and the distribution between fixed and floating interest rates based on the stated terms of the loan agreements. This portfolio is reported based on amortized cost basis.

December 31, 2025 ($ in millions)

Due in one year or less (a)

Due after one year through five years

Due after five years through fifteen years

Due after fifteen years

Total (b)

Consumer automotive (c)

$

1,065 

$

47,441 

$

37,056 

$

— 

$

85,562 

Consumer mortgage

— 

52 

368 

15,152 

15,572 

Total consumer

1,065 

47,493 

37,424 

15,152 

101,134 

Commercial

Commercial and industrial

Automotive

16,138 

1,634 

567 

— 

18,339 

Other

713 

8,255 

1,323 

18 

10,309 

Commercial real estate

1,236 

5,044 

1,368 

18 

7,666 

Total commercial

18,087 

14,933 

3,258 

36 

36,314 

Total finance receivables and loans

$

19,152 

$

62,426 

$

40,682 

$

15,188 

$

137,448 

(a)Includes loans with revolving terms (for example, wholesale floorplan loans, which are included within commercial and industrial).

(b)Loan maturities are based on the remaining maturities under contractual terms.

(c)Certain consumer automotive loans are included in fair value hedging relationships. The amortized cost basis excludes an asset of $6 million related to basis adjustments for loans in closed portfolios with active hedges under the portfolio layer method at December 31, 2025. These basis adjustments would be allocated to the amortized cost basis of specific loans within the pool if the hedge was dedesignated. Refer to Note 21 to the Consolidated Financial Statements for additional information.

Loans due after one year (a) (b)

December 31, 2025 ($ in millions)

Loans at fixed interest rates

Loans at variable interest rates

Total

Consumer automotive (c)

$

84,497 

$

— 

$

84,497 

Consumer mortgage

15,572 

— 

15,572 

Total consumer

100,069 

— 

100,069 

Commercial

Commercial and industrial

Automotive

1,035 

1,166 

2,201 

Other

101 

9,495 

9,596 

Commercial real estate

3,636 

2,794 

6,430 

Total commercial

4,772 

13,455 

18,227 

Total finance receivables and loans

$

104,841 

$

13,455 

$

118,296 

(a)Excludes loans with revolving terms (for example, wholesale floorplan loans, which are included within commercial and industrial).

(b)Loan maturities are based on the remaining maturities under contractual terms.

(c)Certain consumer automotive loans are included in fair value hedging relationships. The amortized cost basis excludes an asset of $6 million related to basis adjustments for loans in closed portfolios with active hedges under the portfolio layer method at December 31, 2025. These basis adjustments would be allocated to the amortized cost basis of specific loans within the pool if the hedge was dedesignated. Refer to Note 21 to the Consolidated Financial Statements for additional information.

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Deposit Liabilities

The following table presents the average balances and interest rates paid for our deposit liabilities.

2025

2024

Year ended December 31, ($ in millions)

Average balance (a)

Average deposit rate

Average balance (a)

Average deposit rate

Noninterest-bearing deposits

$

154 

— 

%

$

155 

— 

%

Interest-bearing deposits

Savings, money market, and spending accounts

106,950 

3.36 

102,043 

3.96 

Certificates of deposit (b)

41,831 

4.07 

50,673 

4.63 

Total deposit liabilities

$

148,935 

3.56 

$

152,871 

4.18 

(a)Average balances are calculated using an average daily balance methodology.

(b)Includes brokered certificates of deposit average balance of $4.6 billion and $9.1 billion as of December 31, 2025, and 2024, respectively.

The following table presents the amounts of uninsured certificates of deposit, segregated by time remaining until maturity.

December 31, 2025 ($ in millions)

Three months or less

Over three months through six months

Over six months through twelve months

Over twelve months

Total

Uninsured certificates of deposit

$

1,304 

$

1,492 

$

2,258 

$

1,187 

$

6,241 

As of December 31, 2025, we had $11.8 billion of deposit liabilities that are estimated to be uninsured. In some instances, deposits in excess of federal insurance limits may be insured based upon the number of account owners, beneficiaries, and accounts held.

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Quantitative and Qualitative Disclosures about Market Risk

Ally Financial Inc. • Form 10-K