--- title: "Four Masterworks Vaults Disclose $4.78 Million in Share Sales After Offering Statements Expired" url: https://altstreet.investments/news/masterworks-vaults-sold-4-8-million-of-shares-after-offering-statements-expired-2026-10-15 kind: news-article updated: 2026-10-16 description: "Masterworks Vaults 1 to 4 report $4.78 million of Class A share sales made after their Reg A offering statements expired in 2026, stopped the offerings on Oct. 9 and plan no rescission offers." publisher: AltStreet (https://altstreet.investments) license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted. --- # Four Masterworks Vaults Disclose $4.78 Million in Share Sales After Offering Statements Expired Form 1-Us filed October 15, 2026 by Masterworks Vault 1, 2, 3 and 4 report that each entity's Regulation A offering statement passed the three-year limit between May and August 2026, that 239,160 Class A shares across 35 series were sold afterward through October 8, and that the offerings stopped on October 9 when the lapse was discovered. Each company says purchasers may have rescission rights, that its series lack cash reserves sufficient to fund them, that Masterworks, LLC is anticipated to do so, and that it does not currently intend to make a rescission offer. By Michael E., Head of Research, AltStreet Research (https://altstreet.investments/authors/michael-e). Published October 16, 2026. Platform: Masterworks (https://altstreet.investments/platforms/reviews/masterworks). Entity: Masterworks Vault 3, LLC (CIK 1983146, https://altstreet.investments/edgar/1983146). Four Masterworks art vehicles reported on October 15, 2026 that they kept selling shares for months after their Regulation A offering statements had expired. Masterworks Vault 1, 2, 3 and 4, LLC each filed a Form 1-U stating that its statement had passed the three-year limit in Rule 251(d)(3)(i)(F) without a new offering statement being filed, that it accepted subscriptions afterward through October 8, and that on October 9 it 'discovered that the Expiration Date had passed and immediately ceased all offers and acceptance of subscriptions.' Together the four report 239,160 Class A shares sold at $20 for about $4,783,200, across 35 single-artwork series. Each filing says purchasers in those sales 'may have rights under Section 12(a)(1) of the Securities Act' to recover what they paid plus interest, that each series 'does not hold cash reserves sufficient to fund any such payment', that the sponsor, Masterworks, LLC, is anticipated to fund it (an expectation, not a stated commitment), and that the company 'does not currently intend to make a rescission offer.' ## What the four filings show Each 1-U defines the post-expiration sales as those for which a subscription payment was received and accepted after the expiration date, and says every purchaser received the company's then-current offering circular as qualified. Because the sales came after the expiration date, each filing says, 'they may not have been exempt from registration under Regulation A.' Vault 3 accounts for 68% of the money: $3,256,380 across 16 series, led by Series 552 (Keith Haring) at $568,820, Series 550 (Andy Warhol) at $425,300 and Series 542 (Elizabeth Peyton) at $386,920. Vault 2's five series include one, Series 528 (Cecily Brown), at $503,800. Vault 4 sold 367 shares in two series. The cessation language is the same in all four: on October 9, 2026 the company discovered the lapse and stopped, and it will not offer or accept subscriptions for additional Class A shares until a new offering statement is qualified. Vault 1 and Vault 3 add that they intend to file a new Form 1-A covering the shares of series that remain unsold; Vault 2 and Vault 4 make no statement about a new filing. Vault 3's report also records that on October 13 it applied on Form 1-A-W to withdraw Post-Qualification Amendment No. 31, the amendment that would have added three more series; AltStreet previously reported the October 13 withdrawal, when the reason was not yet on the record. On remedies, each filing states that post-expiration purchasers may have rights under Section 12(a)(1) to recover the consideration paid plus interest, less any income received, on tender of the shares, or damages if they no longer hold them, with claims to be brought within one year of the violation; that state securities laws may give rescission or other rights with longer limitation periods and higher statutory interest; and that the sales could subject the company, Masterworks, LLC or their affiliates to enforcement action, fines or penalties by the SEC or state regulators. Each series owns a single artwork and, in the filings' words, 'does not hold cash reserves sufficient to fund any such payment'. The filings say Masterworks, LLC is anticipated to fund them, which is an expectation rather than a stated commitment, and add that if it does not, 'a series may be required to sell its Artwork earlier than it otherwise would, or on unfavorable terms,' reducing what is available to all holders of that series. None of the four currently intends to make a rescission offer, and none can predict whether a purchaser will claim or a regulator will act. | Entity (file) | Statement qualified | Expired | Shares sold after | Gross proceeds | Series | Largest series | New statement planned | | --- | --- | --- | --- | --- | --- | --- | --- | | Vault 1 (024-12098) | May 19, 2023 | May 19, 2026 | 46,294 | $925,880 | 12 | Series 513 (Yoshitomo Nara) $370,480 | Yes, for unsold series | | Vault 2 (024-12271) | June 9, 2023 | June 9, 2026 | 29,680 | $593,600 | 5 | Series 528 (Cecily Brown) $503,800 | Not stated | | Vault 3 (024-12289) | July 28, 2023 | July 28, 2026 | 162,819 | $3,256,380 | 16 | Series 552 (Keith Haring) $568,820 | Yes, for unsold series | | Vault 4 (024-12313) | August 23, 2023 | August 23, 2026 | 367 | $7,340 | 2 | Series 524 (Simone Leigh) $4,820 | Not stated | | Total | | | 239,160 | $4,783,200 | 35 | | | Post-expiration sales through October 8, 2026, as reported in the four Form 1-Us filed October 15, 2026 (accessions 0001493152-26-047228, -047234, -047236 and -047239). All shares were sold at $20.00 through the Masterworks Platform, without underwriting discounts or commissions. ## Background The Vault entities are the structure through which Masterworks has pooled many single-artwork series under one offering statement since 2023, adding series by post-qualification amendment rather than by filing a new statement for each work. Their semiannual reports for the six months to June 30, 2026, filed September 23, 2026, put cumulative subscriptions at $56,732,580 (Vault 1), $57,185,860 (Vault 2), $47,633,380 (Vault 3) and $58,027,960 (Vault 4), $219,579,780 in all. On AltStreet's arithmetic the disclosed sales equal 2.18% of the four entities' cumulative subscriptions reported through June 30, and 6.84% of Vault 3's. The sales ran through October 8, so those denominators predate some of them; the share of all subscriptions through the discovery date would be slightly lower. The four statements expired between 47 and 143 days before the October 9 discovery: Vault 1 on May 19, Vault 2 on June 9, Vault 3 on July 28 and Vault 4 on August 23, 2026. Each entity kept filing under its statement in the meantime. Vault 1, for instance, filed a post-qualification amendment on June 17, 2026 that carries a qualification notice dated June 29, and supplements in July and September. A post-qualification amendment amends the existing offering statement; the three-year limit runs from that statement's initial qualification, and a qualification notice on an amendment does not restart it. The rule does allow sales under the old statement to continue past the third anniversary, for up to 180 calendar days or until the replacement is qualified, whichever comes first, but only where a new offering statement was filed before the anniversary and the issuer is current in its annual and semiannual reports. Each 1-U states that no new offering statement was filed before the expiration date, so that extension was not available to any of the four. The filings do not say how the dates were missed. The same rule has produced one prior case in AltStreet's coverage. HappyNest REIT, Inc. sold $1,439,721 of shares after its offering statement expired in July 2022, carried them in its financial statements as stockholders' rescission rights, and in September 2026 withdrew, with its wind-up plan, a rescission offer that was never qualified. It is cited as the prior instance of the disclosure, not as a guide to what follows here: the sponsor, the scale and the stated funding capacity differ, and nothing in the Vault filings points to the same outcome. ## Related records Vault 5's offering statement, qualified February 22, 2024, reaches its own three-year limit on February 22, 2027; its latest filing, a post-qualification amendment on October 14, 2026, is not a new offering statement. Vault 6's Form 1-A, filed June 26, 2025 and amended January 27, 2026, has not been qualified. Neither record shows a lapse; they are the next dates under the same rule. ## What the filings do not show The 1-Us do not state whether Masterworks, LLC has committed to fund rescission or damages claims, only that it is anticipated to; whether post-expiration purchasers have been notified individually; how many purchasers the 239,160 shares represent; when new offering statements will be filed or which series they will cover; whether Vaults 2 and 4 will file one at all; or whether any purchaser has asserted a claim. AltStreet located no SEC or state action relating to the sales as of October 15, 2026; the filings themselves say the companies cannot predict whether one will follow. No comment has been sought from Masterworks for this report. ## Key facts - Four Form 1-Us filed 2026-10-15 (event date 2026-10-09): Vault 1 (file 024-12098, qualified May 19, 2023, expired May 19, 2026), Vault 2 (024-12271, June 9, 2023, June 9, 2026), Vault 3 (024-12289, July 28, 2023, July 28, 2026), Vault 4 (024-12313, August 23, 2023, August 23, 2026); Rule 251(d)(3)(i)(F) three-year limit; no new offering statement filed by any of the four. - Post-expiration sales through 2026-10-08, at $20.00 a share: Vault 1 46,294 shares / $925,880 / 12 series; Vault 2 29,680 / $593,600 / 5; Vault 3 162,819 / $3,256,380 / 16; Vault 4 367 / $7,340 / 2; total 239,160 shares, $4,783,200, 35 series. Largest single series: Vault 3 Series 552 (Keith Haring) $568,820, Vault 2 Series 528 (Cecily Brown) $503,800, Vault 3 Series 550 (Andy Warhol) $425,300. - Sales were made through the Masterworks Platform without underwriting discounts or commissions; each purchaser received the then-current offering circular; each 1-U says the sales 'may not have been exempt from registration under Regulation A.' - Cessation: each company 'discovered that the Expiration Date had passed' on 2026-10-09 and immediately ceased offers and acceptance of subscriptions; no further Class A shares until a new Form 1-A is qualified. Vaults 1 and 3 state they intend to file a new offering statement for unsold series; Vaults 2 and 4 make no such statement. Vault 3's 1-A-W of 2026-10-13 (withdrawing Post-Qualification Amendment No. 31) is reported in its 1-U. - Rescission exposure, identical in all four: Section 12(a)(1) rights (consideration plus interest less income, on tender; one-year limitation), state-law rights with possibly longer periods and higher interest, possible SEC or state enforcement against the company, Masterworks, LLC or affiliates; each series holds one artwork and 'does not hold cash reserves sufficient to fund any such payment'; Masterworks is anticipated to fund payments, failing which a series may have to sell its artwork early; none 'currently intend[s] to make a rescission offer.' - Scale (1-SAs to 2026-06-30, filed 2026-09-23): cumulative subscriptions Vault 1 $56,732,580, Vault 2 $57,185,860, Vault 3 $47,633,380, Vault 4 $58,027,960, together $219,579,780; the post-expiration sales (through 2026-10-08) equal 2.18% of cumulative subscriptions reported through June 30, 6.84% at Vault 3 (AltStreet arithmetic; the denominators predate some of the sales). - Elapsed time: from expiration to the October 9 discovery, 143 days (Vault 1), 122 (Vault 2), 73 (Vault 3) and 47 (Vault 4). Each entity kept filing under its statement after expiring, including post-qualification amendments with qualification notices (Vault 1: amendment 2026-06-17, notice 2026-06-29); an amendment amends the existing statement and does not restart the three-year limit; the rule's 180-calendar-day extension past the anniversary applies only where a new offering statement was filed before it, which none of the four did. - Vault 5 (CIK 1999710): statement qualified 2024-02-22, three-year limit 2027-02-22; latest filing a post-qualification amendment on 2026-10-14, no new offering statement on file. Vault 6 (CIK 2074702): Form 1-A filed 2025-06-26, amended 2026-01-27, not yet qualified. - Prior AltStreet case under the same rule: HappyNest REIT sold $1,439,721 of shares after its statement expired in July 2022, carried them as stockholders' rescission rights, drafted a rescission offer that was never qualified and withdrew it with its wind-up plan in September 2026. ## Sources - Masterworks Vault 1, LLC, Form 1-U (October 15, 2026): Sales After Expiration of Offering Statement: https://www.sec.gov/Archives/edgar/data/1956601/000149315226047228/ - Masterworks Vault 2, LLC, Form 1-U (October 15, 2026): Sales After Expiration of Offering Statement: https://www.sec.gov/Archives/edgar/data/1979634/000149315226047234/ - Masterworks Vault 3, LLC, Form 1-U (October 15, 2026): Sales After Expiration of Offering Statement: https://www.sec.gov/Archives/edgar/data/1983146/000149315226047236/ - Masterworks Vault 4, LLC, Form 1-U (October 15, 2026): Sales After Expiration of Offering Statement: https://www.sec.gov/Archives/edgar/data/1989522/000149315226047239/ - Masterworks Vault 1, LLC, Form 1-SA for the six months ended June 30, 2026 (September 23, 2026): https://www.sec.gov/Archives/edgar/data/1956601/000149315226043827/ - Masterworks Vault 2, LLC, Form 1-SA for the six months ended June 30, 2026 (September 23, 2026): https://www.sec.gov/Archives/edgar/data/1979634/000149315226043830/ - Masterworks Vault 3, LLC, Form 1-SA for the six months ended June 30, 2026 (September 23, 2026): https://www.sec.gov/Archives/edgar/data/1983146/000149315226043833/ - Masterworks Vault 4, LLC, Form 1-SA for the six months ended June 30, 2026 (September 23, 2026): https://www.sec.gov/Archives/edgar/data/1989522/000149315226043836/ - Masterworks Vault 1, LLC, Post-Qualification Amendment (June 17, 2026): https://www.sec.gov/Archives/edgar/data/1956601/000149315226029130/ - Masterworks Vault 5, LLC, EDGAR filing index: https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=1999710 - 17 CFR 230.251(d)(3)(i)(F), Regulation A, scope and conditions of exemption: https://www.ecfr.gov/current/title-17/chapter-II/part-230/subject-group-ECFR9a30e7f6de9c74d/section-230.251 - AltStreet: Masterworks Vault 3 Requests Withdrawal of Three Proposed Art Offerings (October 13, 2026): https://altstreet.investments/news/masterworks-vault-3-withdraws-reg-a-amendment-series-553-555-2026-10-13 - AltStreet: HappyNest REIT wind-down case study (sales after the 2022 expiration): https://altstreet.investments/blog/happynest-reit-wind-down ## SEC accession numbers - 0001493152-26-047228 - 0001493152-26-047234 - 0001493152-26-047236 - 0001493152-26-047239 --- Source page: https://altstreet.investments/news/masterworks-vaults-sold-4-8-million-of-shares-after-offering-statements-expired-2026-10-15 Machine index: https://altstreet.investments/llms.txt AltStreet reads what platforms, funds and issuers file with the SEC and what they tell investors, and publishes the difference. 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