UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) March 5 13, 2024

Ally Auto Receivables Trust 2024-1

(Issuing Entity with respect to Securities)

Ally Auto Assets LLC

(Depositor with respect to Securities)

Ally Bank

(Sponsor with respect to Securities)

Delaware	333-262894-05	99-6173514
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
Ally Auto Assets LLC 500 Woodward Avenue Detroit, Michigan		48226
(Address of principal executive offices)		(Zip Code)

Ally Auto Assets LLC 500 Woodward Avenue Detroit, Michigan				48226
(Address of principal executive offices)				(Zip Code)

Registrant’s Telephone Number, including area code: (866) 710-4623

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 and 8.01. Entry into a Material Definitive Agreement and Other Events.

Ally Auto Assets LLC (“Ally Auto”) has registered an issuance of $22,130,421,031.46 in principal amount of asset backed notes on Form SF-3 (Registration File No. 333-262894) under the Securities Act of 1933, as amended (the “Act”), filed on February 22, 2022, as amended by Pre-Effective Amendment No. 1 on March 25, 2022 (as amended, the “Registration Statement”).

OnPursuant ~~March 5,~~to ~~2024, Ally Auto and Ally Bank (~~the ~~“Sponsor”)~~Registration ~~entered into an Underwriting Agreement with Barclays Capital Inc.~~Statement, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), for the issuance and sale of an amount of certain asset backed notes of Ally Auto Receivables Trust 2024-1 (the “Issuing Entity”) inissued ~~the~~and ~~following~~sold ~~classes:~~$252,660,000 ~~(i) the~~aggregate principal balance of Class A-1 5.528% Asset Backed Notes (the “Class A-1 Notes”), ~~(ii)~~$323,000,000 ~~the~~aggregate principal balance of Class A-2 5.32% Asset Backed Notes (the “Class A-2 Notes”), $370,500,000 ~~(iii)~~aggregate ~~the~~ principal balance of Class A-3 5.08% Asset Backed Notes (the “Class A-3 Notes”), ~~(iv)~~$60,040,000 ~~the~~aggregate principal balance of Class A-4 4.94% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), $22,380,000 ~~(v)~~aggregate ~~the~~principal balance of Class B 5.16% Asset Backed Notes (the “Class B Notes”), ~~(vi)~~$18,650,000 ~~the~~aggregate principal balance of Class C 5.41% Asset Backed Notes (the “Class C Notes”), and ~~(vii) the~~$13,860,000 aggregate principal balance of Class D 5.80% Asset Backed Notes (the “Class D Notes” and, together with the Class A Notes, the Class B Notes and the Class C Notes, the “~~Offered~~Sold Notes”) on March 13, 2024 (the “Closing Date”). The ~~retained~~Sold Notes have an aggregate principal balance of $1,061,090,000. The Issuing Entity also issued $13,300,000 aggregate principal balance of Class A-1 5.528% Asset Backed Notes (the “Class A-1 R Notes”), ~~the~~$17,000,000 ~~retained~~aggregate principal balance of Class A-2 5.32% Asset Backed Notes (the “Class A-2 R Notes”), ~~the~~$19,500,000 ~~retained~~aggregate principal balance of Class A-3 5.08% Asset Backed Notes (the “Class A-3 R Notes”), ~~the~~$3,160,000 ~~retained~~aggregate principal balance of Class A-4 4.94% Asset Backed Notes (the “Class A-4 R Notes” and, together with the Class A-1 R Notes, the Class A-2 R Notes and the Class A-3 R Notes, the “Class A R R Notes”), ~~the~~$1,180,000 ~~retained~~aggregate principal balance of Class B 5.16% Asset Backed Notes (the “Class B R Notes”), ~~the~~$990,000 ~~retained~~aggregate principal balance of Class C 5.41% Asset Backed Notes (the “Class C R Notes”) and ~~the~~$730,000 ~~retained~~ aggregate principal balance of Class D 5.80% Asset Backed Notes (the “Class D R Notes” and, ~~collectively~~together with the Class A R Notes, the Class B R Notes and the Class C R Notes, the “Retained Notes”). ~~and~~Additionally, the ~~Retained~~Issuing ~~Notes~~Entity ~~together~~issued Certificates with ~~the~~a ~~Offered~~nominal ~~Notes~~amount of $95,000 (the “~~Notes~~Majority Certificates”) ~~will~~and ~~also~~Certificates bewith ~~issued~~a bynominal ~~the~~amount ~~Issuing Entity. The Offered Notes have an aggregate principal balance~~ of $15,~~061,090,~~000. ~~Only~~ (the ~~Offered~~ ~~Notes~~“Retained ~~have~~Certificates” ~~been~~and, ~~registered~~together ~~pursuant~~with to the ~~Act~~Majority ~~under~~Certificates, the ~~Registration Statement~~“Certificates”). ~~The~~Only ~~Retained~~the Sold Notes ~~will~~were beoffered ~~initially~~publicly ~~retained or held by Ally Auto or a majority-owned affiliate of the Sponsor~~for sale. ~~Five~~The ~~percent~~Retained ~~(5%)~~Notes ofand the Retained Certificates ~~of the Issuing Entity~~ will be initially ~~retained~~be or held by Ally Auto, or a majority-owned affiliate of ~~the~~Ally ~~Sponsor~~Bank, ~~and~~the ~~ninety-five~~sponsor. ~~percent~~The ~~(95%)~~Majority Certificates will be sold in one or more private placements ~~or initially held or retained by Ally Auto or an affiliate of Ally Auto~~. ~~It is expected that the Notes will be issued on or about March 13, 2024 (the “Closing Date”).~~

This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Notes, the forms of which (other than the Securities Account Control Agreement) were filed as Exhibits to the Registration Statement.

The Notes ~~will~~were be issued pursuant to an Indenture attached hereto as Exhibit 4.1, ~~to be~~ dated as of the Closing Date between the Issuing Entity and U.S. Bank Trust Company, National Association, as Indenture Trustee.

The Notes evidence indebtedness of the Issuing Entity, the assets of which ~~will~~ consist primarily of motor vehicle retail instalment sale contracts (the “Receivables”) secured by new and used automobiles and light duty trucks financed thereby.

On the Closing Date, the Receivables ~~will~~had ~~have~~ the characteristics described in the Prospectus, dated as of March 5, 2024, ~~to be~~ filed with the Commission pursuant to Rule 424(b)(5) of the Act on March 7, 2024.

Legal opinions of Mayer Brown LLP are attached as Exhibit 5.1 and Exhibit 8.1.


Item 9.01.		Exhibits

Exhibit 4.1		Indenture between Ally Auto Receivables Trust 2024-1 and U.S. Bank Trust Company, National Association, as Indenture Trustee, dated as of March 13, 2024.

Exhibit 4.2		Trust Agreement between Ally Auto Assets LLC, as Depositor and BNY Mellon Trust of Delaware, as Owner Trustee and Paying Agent, dated as of March 13, 2024.

Item 9.01. Exhibits


Exhibit 4.3		Pooling Agreement between Ally Bank, as Seller, and Ally Auto Assets LLC, dated as of March 13, 2024.

Exhibit 99.1		Trust Sale Agreement between Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2024-1, as Issuing Entity, dated as of March 13, 2024.

Exhibit 99.2		Custodian Agreement between Ally Bank, as Custodian, and Ally Auto Assets LLC, as Depositor, dated as of March 13, 2024.

Exhibit 99.3		Administration Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, Ally Bank, as Administrator, and U.S. Bank Trust Company, National Association, as Indenture Trustee, dated as of March 13, 2024.

Exhibit 99.4		Servicing Agreement among Ally Bank, as Servicer, Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2024-1, as Issuing Entity, dated as of March 13, 2024.

Exhibit 99.5		Asset Representations Review Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, Ally Bank, as Sponsor, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, dated as of March 13, 2024.

Exhibit 99.6		Securities Account Control Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary, dated as of March 13, 2024.

Exhibit 1.1		Underwriting Agreement, dated as of March 5, 2024, by and among Ally Bank, Ally Auto Assets LLC and Barclays Capital Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the underwriters named therein.
Exhibit 4.1		Indenture between Ally Auto Receivables Trust 2024-1 and U.S. Bank Trust Company, National Association, as Indenture Trustee, to be dated as of March 13, 2024.
Exhibit 4.2		Trust Agreement between Ally Auto Assets LLC, as Depositor, and BNY Mellon Trust of Delaware, as Owner Trustee and Paying Agent, to be dated as of March 13, 2024.
Exhibit 4.3		Pooling Agreement between Ally Bank, as Seller, and Ally Auto Assets LLC, to be dated as of March 13, 2024.
Exhibit 5.1		Opinion of Counsel of Mayer Brown LLP, dated as of March 7, 2024.
Exhibit 8.1		Opinion of Counsel of Mayer Brown LLP, dated as of March 7, 2024.
Exhibit 36.1		Depositor Certification for shelf offerings of asset-backed securities.
Exhibit 99.1		Trust Sale Agreement between Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2024-1, as Issuing Entity, to be dated as of March 13, 2024.
Exhibit 99.2		Custodian Agreement between Ally Bank, as Custodian, and Ally Auto Assets LLC, as Depositor, to be dated as of March 13, 2024.
Exhibit 99.3		Administration Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, Ally Bank, as Administrator, and U.S. Bank Trust Company, National Association, as Indenture Trustee, to be dated as of March 13, 2024.
Exhibit 99.4		Servicing Agreement among Ally Bank, as Servicer, Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2024-1, as Issuing Entity, to be dated as of March 13, 2024.
Exhibit 99.5		Asset Representations Review Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, Ally Bank, as Sponsor, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, to be dated as of March 13, 2024.
Exhibit 99.6		Securities Account Control Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary, to be dated as of March 13, 2024.

Form 8-K re: transaction documents

Form 8-K re: transaction documents and

underwriting agreement

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 1.1		Underwriting Agreement, dated as of March 5, 2024, by and among Ally Bank, Ally Auto Assets LLC and Barclays Capital Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the underwriters named therein.
Exhibit 4.1		Indenture between Ally Auto Receivables Trust 2024-1 and U.S. Bank Trust Company, National Association, as Indenture Trustee, dated as of March 13, 2024.
Exhibit 4.1		Indenture between Ally Auto Receivables Trust 2024-1 and U.S. Bank Trust Company, National Association, as Indenture Trustee, to be dated as of March 13, 2024.
Exhibit 4.2		Trust Agreement between Ally Auto Assets LLC, as Depositor and BNY Mellon Trust of Delaware, as Owner Trustee and Paying Agent, dated as of March 13, 2024.
Exhibit 4.2		Trust Agreement between Ally Auto Assets LLC, as Depositor, and BNY Mellon Trust of Delaware, as Owner Trustee and Paying Agent, to be dated as of March 13, 2024.
Exhibit 4.3		Pooling Agreement between Ally Bank, as Seller, and Ally Auto Assets LLC, dated as of March 13, 2024.
Exhibit 4.3		Pooling Agreement between Ally Bank, as Seller, and Ally Auto Assets LLC, to be dated as of March 13, 2024.
Exhibit 99.1		Trust Sale Agreement between Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2024-1, as Issuing Entity, dated as of March 13, 2024.
Exhibit 5.1		Opinion of Counsel of Mayer Brown LLP, dated as of March 7, 2024.
Exhibit 99.2		Custodian Agreement between Ally Bank, as Custodian, and Ally Auto Assets LLC, as Depositor, dated as of March 13, 2024.
Exhibit 8.1		Opinion of Counsel of Mayer Brown LLP, dated as of March 7, 2024.
Exhibit 99.3		Administration Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, Ally Bank, as Administrator, and U.S. Bank Trust Company, National Association, as Indenture Trustee, dated as of March 13, 2024.
Exhibit 36.1		Depositor Certification for shelf offerings of asset-backed securities.
Exhibit 99.4		Servicing Agreement among Ally Bank, as Servicer, Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2024-1, as Issuing Entity, dated as of March 13, 2024.
Exhibit 99.1		Trust Sale Agreement between Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2024-1, as Issuing Entity, to be dated as of March 13, 2024.
Exhibit 99.5		Asset Representations Review Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, Ally Bank, as Sponsor, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, dated as of March 13, 2024.
Exhibit 99.2		Custodian Agreement between Ally Bank, as Custodian, and Ally Auto Assets LLC, as Depositor, to be dated as of March 13, 2024.
Exhibit 99.6		Securities Account Control Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary, dated as of March 13, 2024.
Exhibit 99.3		Administration Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, Ally Bank, as Administrator, and U.S. Bank Trust Company, National Association, as Indenture Trustee, to be dated as of March 13, 2024.
Exhibit 99.4		Servicing Agreement among Ally Bank, as Servicer, Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2024-1, as Issuing Entity, to be dated as of March 13, 2024.
Exhibit 99.5		Asset Representations Review Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, Ally Bank, as Sponsor, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, to be dated as of March 13, 2024.
Exhibit 99.6		Securities Account Control Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary, to be dated as of March 13, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ALLY AUTO ASSETS LLC

By:		/s/ Charles Salter
Name:		Charles Salter
Title:		Vice President

Dated: March 713, 2024

Form 8-K re: transaction documents ~~and~~

underwriting agreement

Filing Compare · Ally Auto Assets LLC