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): June 14, 2018

General Motors Financial Company, Inc.

(Exact name of registrant as specified in its charter)

801 Cherry Street, Suite 3500, Fort Worth, Texas 76102

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

(Not Applicable)

(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:

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.  ☐

Underwriting Agreement.

On June 19, 2018, General Motors Financial Company, Inc. (the “Company”) completed the public offering of $1,000,000,000 aggregate principal amount of its 4.150% Senior Notes due 2023 (the “Notes”) pursuant to an Underwriting Agreement, dated June 14, 2018 (the “Underwriting Agreement”), among the Company and Banco Bradesco BBI S.A., Barclays Capital Inc., Commerz Markets LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and Wells Fargo Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”).

The Company estimates that the net proceeds of the offering of the Notes will be approximately $994 million, after deducting the Underwriters’ discounts and commissions and the estimated expenses of the offering. The net proceeds from the offering will be added to the Company’s general funds and will be available for general corporate purposes.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, other obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933 (the “Securities Act”), or to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The foregoing description is a brief summary of the Underwriting Agreement and does not purport to be a complete statement of the parties’ rights and obligations thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Notes were sold pursuant to a shelf registration statement on Form S-3 (File No. 333-219323) as filed with the Securities and Exchange Commission (the “SEC”) on July 17, 2017, and automatically effective on July 17, 2017. A prospectus supplement dated June 14, 2018 relating to the Notes and supplementing the prospectus dated July 17, 2017 was filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under the Securities Act. The legal opinion of Hunton Andrews Kurth 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.

Indenture; Supplemental Indentures

The Company issued the Notes pursuant to the Indenture, dated October 13, 2015 (the “Base Indenture”), by and between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Thirty-Second Supplemental Indenture, dated June 19, 2018 (the “Thirty-Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Company and the Trustee.

The Notes will bear interest at a rate of 4.150% per year on the principal amount of the Notes, payable semi-annually in arrears on June 19 and December 19 of each year, beginning on December 19, 2018. The Notes will mature on June 19, 2023.

The Company, at its option, may redeem the Notes at any time in whole or from time to time in part. If the Notes are redeemed prior to May 19, 2023 (the date that is one month prior to the stated maturity date for the Notes), the redemption price for the Notes to be redeemed will equal the greater of the

following amounts, plus accrued and unpaid interest thereon to the date of redemption: (i) 100% of the principal amount of the Notes being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued and unpaid as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate plus 25 basis points. The Company will also pay the accrued and unpaid interest on the principal amount being redeemed to the date of redemption. If the Notes are redeemed on or after May 19, 2023, the redemption price for the Notes to be redeemed will equal 100% of the principal amount of such Notes plus accrued and unpaid interest thereon to but excluding the redemption date.

The Indenture contains covenants that limit the Company’s ability to sell all or substantially all of its assets or merge or consolidate with or into other companies and that provide that the Company and certain of its subsidiaries may not grant liens to other creditors, unless the Notes are secured by liens on an equal and ratable basis to those granted to such other creditors.

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 any event of default occurs and is continuing with respect to a series of Notes, the trustee or the holders of at least 25% in principal amount of the then outstanding Notes of such series may declare all of the Notes of such series to be due and payable immediately.

Copies of the Base Indenture and the Thirty-Second Supplemental Indenture are attached as Exhibit 4.1, Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing description is a brief summary of the Indenture and does not purport to be a complete statement of the parties’ rights and obligations thereunder. The foregoing description is qualified in its entirety by the terms of the Indenture.

(d) Exhibits

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.