ALLY: 10-K Risk Factor Changes

•The regulatory and supervisory environment in which we operate could have an adverse effect on our business, financial condition, results of operations, and prospects. •Our ability to execute our business strategy for Ally Bank may be adversely affected by regulatory constraints. •We are subject to stress tests, capital and liquidity planning, and other enhanced prudential standards, which impose significant restrictions and costly requirements on our business and operations. •Our ability to rely on deposits as a part of our funding strategy may be limited. •Requirements under U.S. Basel III that increased the quality and quantity of regulatory capital and future revisions to the Basel III framework or requirements related to long-term debt may adversely affect our business and financial results. •Our business and financial results could be adversely affected by the political environment and governmental fiscal and monetary policies. •If our ability to receive distributions from subsidiaries is restricted, we may not be able to satisfy our obligations to counterparties or creditors, make dividend payments to shareholders, or repurchase our common stock. •Legislative or regulatory initiatives on cybersecurity and data privacy could adversely impact our business and financial results. •Our business and financial results may be negatively affected by governmental actions related to climate and other sustainability issues.

•Weak or deteriorating economic conditions, failures in underwriting, changes in underwriting standards, financial or systemic shocks, or continued growth in our nonprime or used vehicle financing business could increase our credit risk, which could adversely affect our business and financial results. •Our allowance for loan losses may not be adequate to cover actual losses, and we may be required to significantly increase our allowance, which may adversely affect our financial condition and results of operations. •We have dealer-centric automotive finance and insurance businesses, and a change in the key role of dealers within the automotive industry or our ability to maintain or build relationships with them could have an adverse effect on our business, results of operations, financial condition, or prospects. •GM and Stellantis dealers and their retail customers continue to constitute a significant portion of our customer base, which creates concentration risk for us. •Our business and financial results are dependent upon overall U.S. automotive industry sales volume. •Vehicle loans and operating leases make up a significant part of our earning assets, and our business and financial results could suffer if used vehicle prices are low or volatile or decrease in the future beyond our expectation. •The levels of or changes in interest rates could affect our results of operations and financial condition. •We rely extensively on third-party service providers in delivering products and services to our customers and otherwise conducting our business and operations, and their failure to perform to our standards or other issues of concern with them could adversely affect our reputation, business, and financial results. •We are or may be subject to potential liability in connection with pending or threatened legal proceedings and other matters, which could adversely affect our business or financial results. •Our inability to attract, retain, or motivate qualified employees could adversely affect our business or financial results. 17 17 17 Table of ContentsAlly Financial Inc. • Form 10-K Table of Contents Ally Financial Inc. • Form 10-K •Our ability to successfully make acquisitions or complete divestitures is subject to significant risks, including the risk that governmental authorities will not provide the requisite approvals, the risk that integrating acquisitions may be more difficult, costly, or time consuming than expected, and the risk that the value of acquisitions may be less than anticipated. •Our business requires substantial capital and liquidity, and a disruption in our funding sources or access to the capital markets may have an adverse effect on our liquidity, capital positions, and financial condition. •Our indebtedness and other obligations are significant and could adversely affect our business and financial results. •Our non-deposit borrowing costs and access to the banking and capital markets could be negatively impacted if our credit ratings are downgraded or otherwise fail to meet investor expectations. •The markets for automotive financing, insurance, banking, brokerage, and investment-advisory services are extremely competitive, and competitive pressures could adversely affect our business and financial results. •Challenging business, economic, or market conditions may adversely affect our business, results of operations, and financial condition. •Geopolitical conditions, government shutdowns, military conflicts, acts or threats of terrorism, natural disasters, pandemics, disruptions in the economy caused by geopolitical events and related sanctions, and other conditions or events beyond our control could adversely affect us. •Our hedging strategies may not be successful in mitigating our interest rate, foreign exchange, and market risks, which could adversely affect our financial results. •We use estimates and assumptions in determining the value or amount of many of our assets and liabilities. If our estimates or assumptions prove to be incorrect, our cash flow, profitability, financial condition, and prospects could be adversely affected. •Significant fluctuations in the valuation of investment securities or market prices could negatively affect our financial results. •Changes in accounting standards could adversely affect our reported revenues, expenses, profitability, and financial condition. •The financial system is highly interrelated, and the failure of even a single financial institution or other participant in the financial system could adversely affect us. •Adverse economic conditions or changes in laws in the states where we have loan or operating lease concentrations may negatively affect our business and financial results. •Negative publicity outside of our control, or our failure to successfully manage issues arising from our conduct or in connection with the financial services industry generally, could damage our reputation and adversely affect our business or financial results. •Our failure to meet stakeholder expectations on sustainability-related issues could result in reputational harm, a loss of customer and investor confidence, and adverse business and financial results. •Climate change could adversely affect our business, operations, and reputation.

•We face a wide array of security risks that could result in business, reputational, financial, regulatory, and other harm to us. •Our operating systems or infrastructure, as well as those of our service providers or others on whom we rely, could fail or be interrupted, which could disrupt our business and adversely affect our results of operations, financial condition, and prospects. •We are heavily reliant on technology, and a failure in effectively implementing technology initiatives, anticipating future technology needs or demands, or maintaining rights or interests in associated intellectual property could adversely affect our business or financial results. •Our enterprise risk-management framework or independent risk-management function may not be effective in mitigating risk and loss. •Our business and operations make extensive use of models, and we could be adversely affected if our design, implementation, or use of models is flawed.

•Our ability to pay dividends on our common stock or repurchase shares in the future may be limited. •The market price of our common stock could be adversely impacted by anti-takeover provisions in our organizational documents and Delaware law that could delay or prevent a takeover attempt or change in control of Ally or by other banking, antitrust, or corporate laws that have or are perceived as having an anti-takeover effect. The above summary is subject in its entirety to the discussion of the risk factors set forth below. 18 18 18 Table of ContentsAlly Financial Inc. • Form 10-K Table of Contents Ally Financial Inc. • Form 10-K