| Filed under Rule 424(b)(2) and 424(b)(8), Registration Statement No. 333-268704 | ||||||||||||||||||||||||||||||||||||||
| May 23, 2023 | ||||||||||||||||||||||||||||||||||||||
| Amendment to Pricing Supplement No. 1 dated Tuesday, February 21, 2023 (To: Prospectus dated December 7, 2022, as supplemented by Prospectus Supplement dated December 7,2022) | ||||||||||||||||||||||||||||||||||||||
| CUSIP | Selling | Gross | Net | Principal | Coupon | Coupon | Coupon | Maturity | 1st Coupon | 1st Coupon | Survivor's | Product | ||||||||||||||||||||||||||
| Number | Price | Concession | Proceeds | Amount | Type | Rate | Frequency | Date | Date | Amount | Option | Ranking | ||||||||||||||||||||||||||
| 37046AFG5 | 100% | 0.950% | $5,194,182.00 | $5,244,000.00 | Fixed | 5.400% | SEMI-ANNUAL | 2/20/2027 | 8/20/2023 | $26.40 | Yes | Senior Unsecured Notes | ||||||||||||||||||||||||||
Redemption Information: Callable at 100% on 2/20/2024 and Semi-Annually thereafter with 30 Calendar Days Notice. GM Financial Term Notes will be subject to redemption at the option of General Motors Financial Company, Inc., in whole on the interest payment date occurring any time on or after 2/20/2024 at a redemption price equal to 100% of the principal amount of the GM Financial Term Notes, plus accrued interest thereon, if any, upon at least 30 Calendar Days prior notice to the noteholder and the trustee, as described in the Prospectus. | ||||||||||||||||||||||||||||||||||||||
 | Offering Dates: Monday, February 13, 2023 through Tuesday, February 21, 2023 | General Motors Financial Company, Inc. | ||||||
| Trade Date: Tuesday, February 21, 2023 @12:00 PM ET | GM Financial Term Notes | |||||||
| Settlement Date: Friday, February 24, 2023 | Prospectus dated December 7, 2022, as supplemented by Prospectus Supplement dated December 7,2022 | |||||||
| General Motors Financial Company, Inc. | Minimum Denomination/Increments:$1,000/$1,000 | |||||||
| Initial trades settle flat and clear SDFS: DTC Book Entry only | ||||||||
| DTC number: 0235 via RBC Dain Rauscher Inc. | ||||||||
| Purchasing Agent: InspereX | ||||||||
| Agents: BofA Securities, Morgan Stanley, RBC Capital Markets, Wells Fargo Advisors | ||||||||
| Trustee: U.S. Bank Trust Company, National Association | ||||||||
| If the maturity date or an interest payment date for any note is not a Business Day (as term is defined in Prospectus), principal, premium, if any, and interest for that note is paid on the next Business Day, and no interest will accrue from, and after, the maturity date or interest payment date. | ||||||||
| Dealers purchasing Notes on an agency basis for client accounts shall purchase Notes at the public offering price. Notes sold by the Selected Dealers for their own account may be sold at the public offering price less a discount as specified above. Notes purchased by the Selected Dealers on behalf of level fee accounts may be sold to such accounts at the discount to the public offering price specified above, in which case, such Selected Dealers will not retain any portion of the sales price as compensation. | ||||||||
| Legal Matters- Validity of the Notes: In the opinion of Latham & Watkins LLP, as special counsel to General Motors Financial Company, Inc. (the “Company”), when the trustee has made an appropriate entry on Schedule 1 to the master registered global note that represents the notes (the “Master Note”) identifying the notes offered hereby as supplemental obligations thereunder in accordance with the instructions of the Company and payment for the notes has been made in accordance with the terms of the indenture governing the notes and in the manner contemplated in this pricing supplement and the related prospectus and, if applicable, prospectus supplement, such notes will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; and (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification or exculpation of, or contribution to, a party with respect to a liability where such indemnification, exculpation or contribution is contrary to public policy. This opinion is given as of the date hereof and is limited to the internal laws of the States of New York and Texas. In addition, this opinion is subject to customary assumptions about the authorization, execution and delivery of the indenture governing the notes and due authentication of the Master Note, the validity, binding nature and enforceability of the indenture governing the notes and certain factual matters, all as stated in the opinion of Latham & Watkins LLP dated December 7, 2022, which has been filed by the Company as an exhibit to its Registration Statement on Form S-3 on December 7, 2022. | ||||||||