Masterworks Closes $1 Million Peyton Sale; Series 391 Holders to Receive About $25.43 a Share

The sale Masterworks Vault 4 approved on October 15 has closed. A Form 1-U filed October 26, 2026 reports that the Company received the full $1,000,000 net price for Series 391's Elizabeth Peyton painting on October 23, that title passed to the undisclosed buyer, and that holders of the series' Class A shares are to receive about $25.43 a share; the filing does not say when. On the $20.00 issue price that is a multiple of 1.271; measured from the offering's final close on August 15, 2024 to the day the cash arrived, 799 days later, the filing puts the net annualized return at 11.6%.

The number that was missing from the October 21 filing is now on the record, and so is the arithmetic behind it. Exhibit 99.1 is a one-page waterfall from gross proceeds to the per-share figure, and it shows the two deductions that stand between a $1 million sale and the holders: a $50,668 profit share paid to the Class B shares, and 1,234 Class A shares issued to the administrator for fees, which share in the proceeds alongside the 36,100 shares investors bought.

The waterfall, line by line

The exhibit's first line, 'gross artwork sale proceeds', is the $1,000,000 that enters the series' liquidation calculation; the filing describes that figure as net of fees and commissions to the series, so it is not the buyer's price before the gallery's commission, which is not stated. No sale expenses were charged to the issuer, and the $120 of cash on the series' balance sheet is added to the proceeds. The Class B shares, held by the administrator, take back their $100 of capital and a $50,668 profit share, about 5.1% of net proceeds. The remaining $949,352 is spread over 37,334 Class A shares. The share count matters: the semiannual report for June 30 listed 36,229 Class A shares, and the exhibit's footnote explains that 1,234 of the 37,334 were issued to Masterworks Administrative Services in respect of administrative service fees, the mechanism by which the platform's annual fee is paid in shares rather than cash. Those shares receive the same $25.43 as the shares investors bought.

From $27.60 to $25.43

When the approval was filed on October 21, AltStreet divided $1,000,000 by the 36,229 shares on record at June 30 and got $27.60 a share before any deduction, noting that the distribution would be smaller. The bridge runs in two steps on the exhibit's figures. First, on the same 36,229 shares, adding the $120 of cash and deducting the $100 of Class B capital and the $50,668 profit share leaves $949,352, or $26.20 a share. Second, the final count is 37,334 shares, 1,105 more than at June 30, and $949,352 over 37,334 is $25.43. The exhibit's footnote puts the fee shares in the final count at 1,234, so about 129 of them were already included at June 30; in total they are 3.42% of the 36,100 shares investors bought, while the increase since June is 3.05%. Against the platform's own estimated net asset value of $20.68 a share at June 30, 2026, the distribution is 23% higher; against the $722,000 at which the series carried the painting, the price entering the calculation was 38.5% higher.

The 11.6% figure is the filing's and uses the filing's definition: an IRR from the final close of the primary offering, not from each investor's purchase date, to the date the sale consummated. An investor who bought at the first offering in January 2024 held the shares about seven months longer than the 799-day clock counts, which lowers the annualized figure for that investor; the multiple of 1.271 does not depend on the start date. AltStreet's review of Masterworks records the waterfalls filed with earlier sale reports, where the multiple ran 1.03 to 1.86 with a median of 1.27, so Series 391 lands on the median.

Why it matters

For Series 391 holders the open question of a week ago is answered in amount, if not yet in timing: about $25.43 a share, with the series dissolved after the distribution is paid. For holders of other Vault series the exhibit is a template for what a sale report discloses, and for what a $1 million headline becomes after the profit share and the fee shares. It is also a reminder of where realized cash now comes from: PPEX trading ended on October 19, and the replacement bulletin board, by the Vaults' own description, does not match orders, so a sale by the series is the one route to cash the filings themselves describe. Privately negotiated transfers are not addressed in the filings.

What the filing does not show

The filing does not name the buyer or the consignee, does not state the buyer's price before the gallery's commission, and does not give the date the distribution will be paid. It does not say when Series 391 bought the painting or what it paid beyond the $722,000 carrying value. The 11.6% is the issuer's calculation on the issuer's definition; AltStreet has reproduced the arithmetic from the exhibit but has not seen the underlying payment records.