Material Event (Form 8-K)

On October 30, 2026, General Motors Financial Company, Inc. (the "Company") closed the public offering of $1,250,000,000 aggregate principal amount of its 5.600% senior notes due 2029 (the "Notes") pursuant to an underwriting agreement, dated October 27, 2026 (the "Underwriting Agreement"), by and among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Lloyds Securities Inc., RBC Capital Markets, LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein (the "Underwriters"). Pursuant to the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), or to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The Notes were sold pursuant to a shelf registration statement on Form S-3 (File No. 333-291951) (the "Registration Statement"), which was filed with the Securities and Exchange Commission (the "SEC") on December 5, 2025 and became automatically effective. A prospectus supplement, dated October 27, 2026, relating to the Notes and supplementing the prospectus dated December 5, 2025, was filed with the SEC pursuant to Rule 424(b) under the Securities Act.

The Company estimates that the net proceeds of the offering of the Notes were approximately $1.24 billion, after deducting the Underwriters' discounts and the estimated expenses of the offering. The net proceeds from the offering of the Notes will be added to the Company's general funds and will be available for general corporate purposes.

The Notes were issued as series of debt securities pursuant to an indenture, dated October 13, 2015 (as amended or supplemented to the date hereof, the "Base Indenture"), between the Company and Computershare Trust Company, N.A., as trustee (the "Trustee"), as supplemented by the officer's certificate thereto, dated October 30, 2026 (the "Officer's Certificate" and, together with the Base Indenture, the "Indenture"), delivered by the Company to the Trustee establishing the form and terms of the Notes.

The Notes are the Company's unsecured senior obligations. The Notes will rank senior in right of payment to all of the Company's existing and future indebtedness and other obligations that are expressly subordinated in right of payment to the Notes; pari passu in right of payment with all of the Company's existing and future indebtedness that is not so subordinated, including, without limitation, the Company's other senior notes; effectively junior to any of the Company's secured indebtedness and other secured obligations to the extent of the assets securing such indebtedness or other secured obligations; and effectively junior to any liabilities of the Company's subsidiaries.

The Notes will bear interest at a rate of 5.600% per annum, payable semi-annually in arrears on April 30 and October 30 of each year, commencing on April 30, 2027. Unless earlier redeemed, the Notes will mature on October 30, 2029.

Interest will accrue on the Notes from October 30, 2026.

Prior to maturity, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes being redeemed; and (ii) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed, discounted to the date of redemption on a semi-annual basis at the applicable U.S. treasury rate plus 15 basis points, less (b) interest accrued to the date of redemption, plus, in either case, accrued and unpaid interest thereon to the date of redemption.

The Indenture contains covenants, among others, that limit the Company's ability to sell all or substantially all of its or its subsidiaries' assets or merge or consolidate with or into other companies, and that prohibit the Company and certain of its subsidiaries from granting liens to other creditors, unless the Notes are secured on an equal and ratable basis with the obligations so secured.

The Indenture provides for customary events of default, including nonpayment, failure to comply with covenants or other agreements in the Indenture and certain events of bankruptcy or insolvency. If an event of default occurs and continues with respect to a series of Notes, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes of such series may declare the entire principal amount of all the Notes of such series to be due and payable immediately (except that if such event of default is caused by certain events of bankruptcy or insolvency, the entire principal of the Notes will become due and payable immediately without further action or notice).

The foregoing descriptions are brief summaries of the Underwriting Agreement, the Indenture and the Notes, and do not purport to be complete statements of the parties' rights and obligations thereunder. The foregoing descriptions are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Base Indenture, the Officer's Certificate and the form of the Notes, copies of which are attached as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

The legal opinion of Latham & Watkins LLP related to the offering of the Notes pursuant to the Registration Statement is filed as Exhibit 5.1 to this Current Report on Form 8-K.