Masterworks Consigns Two Yoshitomo Nara Paintings to One Gallery Through November 16
Forms 1-U filed October 26 by Masterworks Vault 1 and Vault 19 report that Series 417 ('Dog in the Night', 1995) and Series 252 ('Dog in Boy', 1995) consigned their only artworks to the same unaffiliated gallery under one exclusive agreement, each with its own undisclosed floor. Masterworks' June 30 estimates put the two series' shares 8.35% and 15.40% below the $20 issue price.
Key facts
7- Two Forms 1-U filed October 26, 2026, Item 1 (Fundamental Changes): Masterworks Vault 1, LLC (CIK 1956601, accession 0001493152-26-048544) for Series 417, and Masterworks Vault 19, LLC (CIK 2046464, accession 0001493152-26-048551) for Series 252.
- One Consignment Agreement covers both works: Yoshitomo Nara, 'Dog in the Night' (1995, acrylic on canvas, 60 x 45 cm), owned by Series 417, and 'Dog in Boy' (1995, acrylic on canvas, 63.5 x 48.3 cm), owned by Series 252. It is dated October 16, 2026, the first day of the consignment period; Masterworks Gallery, LLC, as agent for each series, entered into it on October 20.
- The unaffiliated gallery is exclusive selling agent through November 16, 2026. Each work has its own minimum net amount (the Floor Price) and neither sale is conditioned on the other. The floors, the gallery's name, the works' location and the cap on the gallery's commission are redacted.
- Masterworks' estimated NAV per Class A share as of June 30, 2026 (Forms 1-U, July 17, 2026): Series 417 $18.33, 8.35% below the $20.00 issue price; Series 252 $16.92, 15.40% below. These are Masterworks' estimates, not realized results, and say nothing about the undisclosed floors.
- Carrying values at June 30, 2026 (Forms 1-SA): Series 417 $999,000; Series 252 $960,000, the purchase price in its April 2023 offering circular, which sought up to $1,066,000 at $20.00 a share.
- Under the Vault 19 offering circular, Masterworks' Class B shares take 20% of the increase in value of a series' shares over the $20.00 initial offering price, and Masterworks receives Management Fee Shares at 1.5% of a series' outstanding equity a year; Masterworks' NAV estimates deduct both and spread the remainder over the fully diluted share count including the Management Fee Shares.
- If either work sells, its series pays or provides for its liabilities, costs and expenses, distributes the remaining proceeds to shareholders of record, and winds up and dissolves. Both filings say exclusive consignments of limited duration 'very often' do not result in a sale.
Masterworks has put two of its Yoshitomo Nara paintings up for sale through the same gallery at the same time. Forms 1-U filed October 26, 2026 by Masterworks Vault 1, LLC and Masterworks Vault 19, LLC report that Series 417, which owns Nara's 'Dog in the Night' (1995), and Series 252, which owns his 'Dog in Boy' (1995), consigned their only artworks to an unaffiliated gallery under one agreement. The gallery has the exclusive right to sell either work through November 16, provided each series receives its own undisclosed minimum.
A consignment is a selling mandate, not a sale. Both filings say exclusive consignments of this length 'very often' do not result in a sale, and neither discloses the floor a buyer would have to clear. What the filings and the series' June reports do show is where Masterworks' own estimates stood: $18.33 a share for Series 417 and $16.92 for Series 252 at June 30, 8.35% and 15.40% below the $20.00 issue price.
The filings at a glance
The two reports, filed the same day, set out these terms:
- —Issuers: Masterworks Vault 1, LLC (CIK 1956601) for Series 417; Masterworks Vault 19, LLC (CIK 2046464) for Series 252
- —Agreement: dated October 16, 2026, the first day of the consignment period; entered into by Masterworks Gallery, LLC as agent on October 20; exclusive through November 16, 2026
- —Works: Nara, 'Dog in the Night' (1995, 60 x 45 cm) for Series 417; Nara, 'Dog in Boy' (1995, 63.5 x 48.3 cm) for Series 252
- —Redacted: the two floors, the commission cap, the gallery's name and the works' location
How the consignment works
The two filings use the same text. Each says the agreement 'also covers a second artwork by the same artist' owned by the other series, that each artwork 'is subject to its own minimum net proceed amount', and that 'the sale of the Artwork is not conditioned on the sale of the other artwork.' The gallery holds the works during the period. Title stays with each series until the gallery receives the buyer's full price; the gallery must then remit the net proceeds within five business days of receiving both the price and the series' invoice.
The agreement, filed as Exhibit 6.1, sets out how the gallery is paid: it keeps 'a commission equal to the amount in excess of the Net Price', capped at a share of the buyer's price that is redacted. It may not give a buyer more than 30 days to pay without Masterworks' written consent, and it must insure each work against loss or damage for at least its agreed net price while the work is in its hands. If a work sells, its series pays its liabilities, costs and expenses, distributes what remains to its shareholders and dissolves.
The two series and their estimated values
Part of any gap below $20.00 was there from the start. Each Masterworks issuer paid Masterworks a one-time 'true up' equal to 10% of its offering amount when it first raised money, according to the Vault 19 offering circular. Series 252's original offering sought up to $1,066,000 for a painting purchased for $960,000; the circular does not by itself establish how much the offering actually raised.
The two series stood as follows at June 30, 2026, on their semiannual reports and Masterworks' July 17 estimates:
| Series | Work | Carrying value, June 30, 2026 | Estimated NAV per Class A share, June 30, 2026 | Below $20.00 issue price |
|---|---|---|---|---|
| 417 (Vault 1) | 'Dog in the Night' (1995) | $999,000 | $18.33 | 8.35% |
| 252 (Vault 19) | 'Dog in Boy' (1995) | $960,000 | $16.92 | 15.40% |
What the estimates and share classes mean for holders
The carrying values are what the series paid for the paintings. The NAV figures are Masterworks' own estimates; they are not realized losses, and they do not indicate where the undisclosed floors sit, since a sale could clear above or below them.
A holder's slice of any sale is not the sale price divided by the Class A shares, because two other interests share in the series. First, Masterworks receives Management Fee Shares at 1.5% of a series' outstanding equity each year for administrative services. At June 30, Series 417 had 1,489 of these and Series 252 had 1,856, beside 50,209 and 53,960 Class A shares. Some carry a $20.00 per share liquidation preference ahead of ordinary holders, depending on the original issuer's terms. Either way they dilute the original investors' share of the proceeds. Second, Masterworks' 1,000 Class B shares in each series take 20% of the increase in the value of the series' shares over the $20.00 initial offering price, by the conversion formula in the Vault 19 circular.
Masterworks' NAV estimates already reflect both: the circular describes NAV as the artwork's appraised value, less any liquidation preference on Management Fee Shares and any Class B profit share, divided by the fully diluted Class A shares including the Management Fee Shares. On that formula, a sale at a value below $20.00 a share produces no Class B profit share. The circular AltStreet read does not set out how sale costs enter the profit-share calculation; the distribution report after any sale would show the actual waterfall.
What comes next
November 16 is the stated end of the exclusive mandate. Subsequent disclosures would establish whether either work sold or the arrangement changed. A sale report would state the net price and, later, the distribution per share. The filings say the two sales are independent, and nothing in them indicates which, if either, is more likely to sell.
These are the latest of several Masterworks consignment reports AltStreet has covered: a Basquiat consigned by Vault 17's Series 149 and a Henry Taylor by Vault 5's Series 350 in late September, and on October 21 Vault 4's Series 391 approving a $1,000,000 net sale of an Elizabeth Peyton painting carried at $722,000. Separately, Vault 1 reported on October 20 that trading of its shares on the PPEX ATS ended on October 19 in favor of a Masterworks bulletin board. The filings do not connect that change to these consignments.
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What the filings do not show, and a note on Series 252
The filings do not disclose the floors, the commission cap, the gallery's name, where the works are, or how the floors compare with the carrying values or the NAV estimates. AltStreet does not predict whether either work will sell or at what price. The titles and dimensions come from the redacted agreement attached to the Vault 1 filing. Share counts and carrying values are from the June 30, 2026 semiannual reports and may have changed since.
Note: Series 252 was a standalone issuer, Masterworks 252, LLC, until Masterworks rolled it into Vault 19 as a series around May 31, 2026 (Form 1-U, May 29, 2026); the old company filed a Form 1-Z on June 29. The share terms described above are from the Vault 19 offering circular that set out that restructuring.
Sources
- Masterworks Vault 1, LLC: Form 1-U, October 26, 2026 (Series 417 consignment) — SEC EDGAR
- Masterworks Vault 19, LLC: Form 1-U, October 26, 2026 (Series 252 consignment) — SEC EDGAR
- Exhibit 6.1: Consignment Agreement dated October 16, 2026 (redacted) — SEC EDGAR
- Masterworks Vault 1, LLC: Form 1-SA for the period ended June 30, 2026 — SEC EDGAR
- Masterworks Vault 19, LLC: Form 1-SA for the period ended June 30, 2026 — SEC EDGAR
- Masterworks Vault 1, LLC: Form 1-U, July 17, 2026 (estimated NAV per share as of June 30, 2026) — SEC EDGAR
- Masterworks Vault 19, LLC: Form 1-U, July 17, 2026 (estimated NAV per share as of June 30, 2026) — SEC EDGAR
- Masterworks 252, LLC: offering circular (Form 253G2), April 19, 2023 — SEC EDGAR
- Masterworks 252, LLC: Form 1-U, May 29, 2026 (roll-up into a series LLC) — SEC EDGAR
- Masterworks Vault 19, LLC: offering circular (Form 1-A/A), May 8, 2026 (restructuring, share terms, true-up) — SEC EDGAR
- Masterworks Vault 1, LLC: Form 1-U, October 20, 2026 (PPEX trading ceased; bulletin board) — SEC EDGAR
- AltStreet: Masterworks review — AltStreet
