Masterworks Vaults 1-4 Sold $4.78M After Offering Expired

What the four filings say

Masterworks sells art through separate Delaware series companies (Masterworks Vault 1 to 5, and Vault 10 to 20 after the June 2026 roll-up covered in our Masterworks review). Each Vault sells Class A shares of single-painting series at $20.00 under a Regulation A Tier 2 offering statement. For a continuous offering, Rule 251(d)(3)(i)(F) allows sales only if not more than three years have passed since initial qualification, unless a new offering statement covering the securities was filed before that date. The four Vault 1-U filings say that no new statement was filed in time.

The share counts and dollars are the totals printed in each filing; the series count, the day counts and the grand total are our arithmetic. The filings define a Post-Expiration Sale as a sale “for which a subscription payment was received and accepted after the Expiration Date.” They add that the sales were made through the Masterworks Platform “without underwriting discounts or commissions” and that each purchaser received the then-current offering circular, as qualified by the SEC.

On the discovery, each filing says that on October 9, 2026 the company “discovered that the Expiration Date had passed and immediately ceased all offers and acceptance of subscriptions” for Class A shares under the prior statement. It will not sell more shares until a new offering statement is qualified. The filings were signed on October 15, 2026, six days later.

The 35 series that sold after the deadline

The largest series by money raised after the deadline, from the four filings:

The other 25 series range from 1 share ($20, Vault 1 Series 470) to 11,919 shares ($238,380, Vault 1 Series 510); the CSV has every row. These ten series, eight of them in Vault 3, raised $3,759,080, or 78.6% of the $4,783,200 (our arithmetic).

Two Vault 3 series stand apart. Vault 3’s new offering circular says the Post-Expiration Sales “include all sales of Class A shares of Series 550 and Series 552, each of which was added to the prior offering statement by a post-qualification amendment qualified after the Expiration Date.” Those two series raised $425,300 and $568,820, together $994,120, or 30.5% of Vault 3’s post-expiration money (our arithmetic). The circular’s series table lists both with an opening date of September 18, 2026.

What the filings say about rescission

All four 1-U filings carry the same “Potential Rescission Rights” paragraph. We quote it rather than interpret it:

• Purchasers “may have rights under Section 12(a)(1) of the Securities Act of 1933” to recover the consideration paid, plus interest, less any income received, upon tender of the shares, or damages if they no longer own them.
• “Claims under Section 12(a)(1) must be brought within one year after the violation.” State law rights may also exist, “some of which provide for longer limitation periods.”
• The sales could also subject the company, its sponsor Masterworks, LLC or their affiliates to enforcement action, fines or penalties by the SEC or state securities regulators (paraphrase of the filing).
• Each series “does not hold cash reserves sufficient to fund any such payment”; it is “anticipated that Masterworks would fund such payments,” but if it does not, a series may have to sell its artwork earlier or on unfavorable terms, which “could reduce amounts available for distribution to all holders” of that series.
• “The Company does not currently intend to make a rescission offer. The Company cannot predict whether any purchaser will assert a claim, the outcome of any claim, or whether the SEC or any state regulator will take any action.”

What the filings do not say: that a rescission will happen, that the sales were unlawful, that any purchaser has filed a claim, or that any regulator has acted. They say the sales “may not have been exempt.”

Vault 3’s circular of October 20, 2026 adds the one number a holder cannot get from the 1-U: “If every purchaser in the Post-Expiration Sales were to seek rescission and were found to be entitled to it, the aggregate amount payable would be approximately $3,256,380, excluding interest.” That is the same $3,256,380 as the gross proceeds. Adding the other three Vaults’ gross proceeds to the same measure gives $4,783,200 (our arithmetic); only Vault 3’s circular states a rescission figure.

One more fact about the series that sold: the June 30, 2026 estimated NAV reports for Vault 1 to 4 (Forms 1-U of July 17, 2026) list a value for only one of the 35 series, Series 470 at $25.99, where one share was sold after the deadline. For the other 34 we found no NAV in those reports.

Vault 3 files a new offering statement

On October 20, 2026 Masterworks Vault 3 filed a new Form 1-A “to replace” its prior offering statement. It covers the 7 series that were still unsold when sales stopped, 157,113 shares in all, and says “No Class A shares will be offered or sold in the Continuing Offerings until this Offering Statement is qualified by the SEC.”

On October 13, 2026, before the new filing, Vault 3 also asked the SEC to withdraw Post-Qualification Amendment No. 31, filed October 5, 2026, which proposed adding Series 553, 554 and 555. The Form 1-A-W says the company “has determined not to proceed with the offerings” of those three series and that no subscription funds were received for them. The 1-U filings of Vault 1 and Vault 3 say they intend to file new offering statements for unsold series; Vault 3 has done so, and EDGAR shows no new Form 1-A from Vault 1 as of October 21, 2026. The Vault 2 and Vault 4 filings do not mention one.

Vault 5 reports no post-expiration sales

Vault 5 filed no 1-U on sales after expiration. Its offering statement was originally qualified on February 22, 2024 (Form 1-A POS, Post Qualification Amendment No. 25, October 14, 2026), so its three-year point falls on February 22, 2027 (our arithmetic). That is a date to watch: the Vault 1 to 4 problem arose when the anniversary passed without a replacement filing. Our full-text search of EDGAR for October 14 to 21, 2026 found the post-expiration reports and the PPEX filings only for Vaults 1 to 5; Vaults 10 to 20 did not appear.

The PPEX ATS ended two months early

The same week, the second change hit resale. On July 8, 2026, the Vault filings said Masterworks had given notice on June 17, 2026 terminating the agreements under which Class A shares traded on the “PPEX ATS,” run by North Capital Private Securities Corporation, “effective on or about December 14, 2026.” On October 20, 2026 the five Vault filings said that on October 19, 2026 “trading of Shares on the PPEX ATS ceased,” and shares moved to the Masterworks Bulletin Board. The old date has been overtaken: trading ended 56 days earlier than announced (our arithmetic), (our Masterworks review of October 11, 2026 carried the December 14 date).

The October 20 filing also says: “There is no established public trading market for the Shares, and the Shares are highly illiquid. Holders should be prepared to hold their Shares for an extended and indefinite period of time.” For as long as the Bulletin Board or other secondary liquidity exists, the company “will continue to file reports under Rule 257 of Regulation A.”

What a reader can do with this

None of this tells you whether to hold or sell. These are checks the filings make possible:

1. Find your Vault and series. Your Masterworks account and confirmation emails show the series and the date your subscription was accepted. The filings count a purchase as a Post-Expiration Sale if payment was accepted after the Vault’s Expiration Date (May 19, June 9, July 28 or August 23, 2026 for Vault 1 to 4).
2. Keep the paperwork. Subscription confirmations, payment records and the offering circular delivered at purchase are what any claim or any rescission offer would be measured against.
3. Note the clock the filing gives. It says federal claims under Section 12(a)(1) must be brought within one year after the violation; for a Vault 1 purchase accepted on June 1, 2026 that would be June 1, 2027 (our arithmetic). State periods can differ, so a securities lawyer is the person to confirm yours.
4. Watch EDGAR, not the app. New Forms 1-U under Masterworks Vault 1, 2, 3 and 4 would report a rescission offer, a claim or a regulator’s action, and the Vault 3 Form 1-A will show when it is qualified.
5. Plan for no matched sale. If you wanted to sell, the Bulletin Board in these filings is not an exchange and a series cannot trade until three months after it is fully subscribed.
6. If it is a large part of your portfolio, the question of what to do with an illiquid art position is a planning question, not only a filing question. See also the general risks in real estate crowdfunding risks, the same exemption used by property issuers in Reg A real estate offerings in 2026 and what a Reg A wind-down looked like for another issuer in Landa investor outcomes.

FAQ

Sources: SEC EDGAR Forms 1-U of Masterworks Vault 1, LLC (CIK 1956601, 0001493152-26-047228), Vault 2 (CIK 1979634, -047234), Vault 3 (CIK 1983146, -047236) and Vault 4 (CIK 1989522, -047239), all filed October 15, 2026; Forms 1-U of Vault 1 to 5 filed October 20, 2026 (0001493152-26-047746, -047748, -047752, -047753 and -047755, the last for Vault 5, CIK 1999710); Form 1-A of Masterworks Vault 3, LLC filed October 20, 2026 (0001493152-26-047712); Form 1-A-W of Vault 3 filed October 13, 2026 (0001493152-26-046806); Form 1-A POS of Masterworks Vault 5, LLC filed October 14, 2026 (0001493152-26-047010); Forms 1-U of Vault 3 and Vault 5 filed July 8, 2026 (0001493152-26-032434 and -032438) and of Vault 1 to 4 filed July 17, 2026 (NAV reports). EDGAR filing lists and full-text search read October 21, 2026. Day counts, totals and percentages are our arithmetic. We have no relationship with Masterworks and earn nothing if you invest. This is analysis of public documents, not investment, legal or tax advice.